AGREEMENT OF LIMITED PARTNERSHIP OF ALGATEC EQUITY PARTNERS, L.P

This Agreement of Limited Partnership (this “ Agreement ”) is made as of October 30, 2008 (the “ Effective Date ”), by and among ALGATEC MANAGEMENT, LLC , a Delaware limited liability company (together with any successor general partner of the Partnership, the “ General Partner ”), and the Limited Partners (as hereinafter defined). The General Partner and the Limited Partners are collectively referred to herein as the “ Partners .” Certain capitalized terms used herein are defined in Article I .

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

Section 1 .1.   Definitions .

The defined terms used in this Agreement shall, unless the context otherwise requires, have the respective meanings specified in this Section 1.1 .

“ Accounting Period ” means the twelve (12) consecutive month period ending December 31 ^st , except that the initial Accounting Period shall commence on the Effective Date of the Partnership and shall end December 31, 2008.

“ Additional Capital Contribution ” means any one or more cash investments made by a Limited Partner in accordance with this Agreement following the expiration of the Offering Period.

“ Adjusted Capital Account Deficit ” means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant fiscal period, after giving effect to the following adjustments:

(a)   Credit to such Capital Account any amounts which such Partner is deemed to be obligated to restore for purposes of Treasury Regulations Section 1.704-1(b)(2)(ii)(c), including such Partner's share of the Partner Minimum Gain; and

(b)   Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of “ Adjusted Capital Account Deficit ” is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or interests, by contract, or otherwise.

“ Algatec ” - shall mean ALGATEC SOLAR AG, a stock corporation (Aktiengesellschaft) organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cottbus under registration number HRB 8146 CB and having its registered office (Sitz) in Röderland, Germany

“ Algatec Capital Contribution ” - shall mean the €2,475,000 capital contribution to be made by the Partnership to the capital reserves of Algatec on the First Closing Date under the Share Purchase Agreement.

“ Algatec Financing ” - shall mean any form of senior secured debt or equity financing that contains terms and conditions that are acceptable to both the Partnership (acting through the General Partner), and the Management Stockholders, pursuant to which up to €36,500,000 (USD $50,000,000) shall be made available to Algatec to (A) construct the Plant Addition, and (B) purchase the Equipment Additions..

“ Algatec Shares ” - shall mean such amount and number of shares of capital stock of Algatec to be issued to the Partnership under the Securities Purchase Agreement as shall represent exactly forty-nine percent (49%) of the issued and outstanding share capital of Algatec, after giving effect to (i) such purchase by the Partnership, and (ii) the potential issuance of any additional Algatec Shares under any options, warrants or other rights to purchase Algatec Shares or any other loans, preferred stock or other securities convertible into or exchangeable for Algatec Shares, that are or may be outstanding as at the First Closing Date or the Second Closing Date (the “ Adjustments ”); provided, however , that if the Partnership shall fail or refuse to make the Loan on the Second Closing Date, the Algatec Shares shall be limited to exactly twenty-seven and one-half percent (27.5%) of the issued and outstanding share capital of Algatec, after giving effect to the Adjustments.

“ Algatec Stockholders ” - shall mean the collective reference to the Management Stockholders, the Partnership and any other Person owning shares of capital stock of Algatec as at the First Closing Date.

“ Agreement ” means this Agreement of Limited Partnership, as originally executed and as hereafter amended or modified from time to time.

“ Allocable Share ” as applied to each of the Limited Partners, means the percentage interest of such Limited Partner in all Partnership Profits and Losses and Property Available for Distribution, determined as at any period of time by dividing (a) the positive Capital Account balance of such Limited Partner, by (b) the aggregate positive Capital Account balances of all Limited Partners.

“ Bankruptcy ” shall be deemed to have occurred as to any Person when (a) such Person makes a general assignment for the benefit of creditors; (b) such Person files a voluntary bankruptcy petition; (c) such Person becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (d) such Person files a petition or answer seeking its reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (e) such Person files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the types described in clauses (a) through (d) above; (f) such Person seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person's properties; (g) 60 days expire after the date of the commencement against such Person of a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law if the proceeding has not been previously dismissed; or (h) 60 days expire after the date of the appointment, without such Person's consent or acquiescence, of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person's properties if the appointment has not previously been vacated or stayed, or 60 days expire after the date of expiration of a stay, if the appointment has not previously been vacated.

“ Base Rate ” means, as of any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks; provided, however, if The Wall Street Journal is not being published as of the date of determination, then as reported by any U.S. money center bank reasonably selected by the General Partner.

“ Book Value ” means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except (a) the initial Book Value of any asset contributed by a Partner to the Partnership shall be the fair market value of such asset; (b) the Book Value of all Partnership assets shall be adjusted in the event of a revaluation as provided in Section 5.5(d) ; (c) the Book Value of any Partnership asset distributed to any Partner shall be the fair market value of such asset on the date of distribution as determined by the General Partner; and (d) such Book Value shall be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“ Capital Account ” means, with respect to any Partner, the account maintained for such Partner in a manner which the General Partner determines is in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and Section 5.5 .

“ Capital Contribution ” or “ Capital Contributions ” means, with respect to any Partner, the amount of money and the initial Book Value of any asset (other than money) contributed (or deemed contributed) to the Partnership by such Partner.

“ Property Available for Distribution ” means, for any period or at any time, such portion of the cash on hand or in bank accounts of the Partnership that: (a) has been derived from and in connection with: (i) one or more sales of the assets or securities of a Portfolio Investment or portions thereof by the Partnership or any direct or indirect Operating Subsidiary of the Partnership, (ii) any financing or refinancing of indebtedness (including Acquisition Financing) of any direct or indirect Operating Subsidiary of the Partnership owning title to a Portfolio Investment, or (iii) any other assets or activities of the Partnership; and (b) in the reasonable judgment of the General Partner, is available for distribution to the Partners after reasonable provision has been made for the current liabilities, obligations, and operating expenses of the Partnership and reasonable reserves (in the reasonable judgment of the General Partner) have been established for Partnership operating expenses, obligations, and liabilities.

“ Cash Portfolio Investment ” means the aggregate amount of cash invested on any one or more occasions by the Partnership in any one specific Portfolio Investment, whether such cash investment by the Partnership shall be in the form of equity and/or debt securities or any combination of the foregoing.

“ Certificate ” means the Certificate of Limited Partnership for the Partnership to be filed with the Secretary of State of the State of Delaware, as such Certificate shall be amended and filed from time to time.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provision or provisions of succeeding law).

“ Cumulative Net Loss ” means the amount, if any, by which the aggregate amount of Losses and other items of loss or deduction allocated to a Partner (or predecessor in interest) in the current and all prior Fiscal Years exceeds the aggregate amount of Profits and other items of income or gain allocated to such Partner (or predecessor in interest) in such period.

“ Depreciation ” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period; provided , however , except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period (as a result of property contributions or adjustments to such values pursuant to Section 5.5(d) ), Depreciation shall be adjusted as necessary so as to be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; and provided further, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period is zero, Depreciation for such year or other period shall be determined with reference to such beginning Book Value using any reasonable method selected by the General Partner.

“ Disposition ” means any transfer, pledge, mortgage, granting of a security interest or other encumbrance or any other disposition of all or any portion of an Interest whatsoever, whether voluntary or involuntary, including any disposition of an ownership interest in such Partner.

“ Distribution Event ” shall mean any one or more of the following events: (a) a Loan Repayment, (b) consummation of the transactions contemplated by the Share Exchange Agreement, (c) consummation of a Liquidity Event contemplated by the Share Purchase Agreement, or (d) consummation of a Liquidation of the Partnership.

“ DRLPA ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq., as adopted and from time to time amended by the State of Delaware.

“ Effective Date ” means that date when (i) the Partnership shall have received cash subscriptions for not less than $3,200,000 of Partnership Interests, (ii) the General Partner shall have accepted such subscribers as Limited Partners the Partnership, and (iii) the General Partner shall have commenced the business of the Partnership; such date being the Effective Date of this Agreement.

“ Equipment Additions ” shall have the meaning set forth in the Share Purchase Agreement.

“ Event of Withdrawal ” means (a) the assignment by a General Partner of all of its rights as a General Partner, (b) the death of a General Partner that is a natural person, (c) the dissolution or termination of a General Partner that is not a natural person, (d) resignation or withdrawal of a General Partner, (e) the entry by a court of competent jurisdiction adjudicating a General Partner who is a natural person incompetent to manage the General Partner's person or property, (f) the Bankruptcy of a General Partner, or (g) the removal of the General Partner after the occurrence of any of the General Partner defaults.

“ Fiscal Year ” means the fiscal year of the Partnership as established in Section 14.1 .

“ General Partner ” means Algatec Management, LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership, its permitted successors and assigns, and any replacement General Partner.

“ General Partner’s Interest ” means the Interest of the General Partner in Partnership Profits and Losses and Property Available for Distribution, representing five percent (5%) of such Profits and Losses and Property Available for Distribution.

“ IRS ” means the Internal Revenue Service.

“ Initial Capital Contribution ” means the aggregate cash investment made by each of the General Partner and each of the Limited Partners listed on Exhibit “A ” hereto as of the expiration of the Offering Period, representing the initial Capital Account of the General Partner and such Limited Partner(s).

“ Interest ” means the interest of a Partner in the Profits and Losses and Property Available for Distribution by the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement, but excluding any rights as a creditor of the Partnership.

“ Limited Partner ” means the individual reference to each of the Limited Partners listed on Exhibit A annexed hereto, and their Permitted Transferees, successors and assigns, and any other Person who becomes a Limited Partner pursuant to the terms of this Agreement.

“ Limited Partners ” means the collective reference to all of the Limited Partners; being the Persons who have executed this Agreement and who are listed on Exhibit “A” hereto, and their Permitted Transferees, successors and assigns, and any other Person who becomes a Limited Partner pursuant to the terms of this Agreement.

“ Limited Partner’s Interest ” means the Interest of each Limited Partner in Partnership Profits and Losses and Property Available for Distribution, representing such Limited Partner’s Allocable Share of ninety-five percent (95%) of such Profits and Losses and Property Available for Distribution.

“ Liquidity Event ” shall have the meaning as defined in the Share Purchsae Agreement.

“ Liquidation ” means the liquidation of the Partnership or the sale of all or substantially all of the assets or securities of the Partnership, including all Algatec Shares in one or more transactions; in each case, followed by the distribution of the assets of this Partnership in accordance with Article XIII of this Partnership Agreement.

“ Loan ”   - shall mean a loan to be made by the Partnership under the Loan Agreement to Algatec in the principal amount of €2,000,000 (bearing interest at a rate of 6% per annum) (the “ Loan Amount ”); which Loan Amount shall be due on the earlier to occur of (y) consummation of the Algatec Financing, or (z) December 31, 2011.

“ Management Stockholders ”- shall mean the collective reference to Rainer Ruschke, Ullrich Jank, Stefan Malik and Andre Freud.

“ Minimum Capital Contribution ” means, with respect to each Limited Partner the sum of $50,000 as such Limited Partner’s Initial Capital Contribution; provided that the General Partner may, in the exercise of its sole discretion, accept a smaller Initial Capital Contribution from a Limited Partner of not less than $25,000.

“ Minimum Gain ” means, with respect to all nonrecourse liabilities of the Partnership, the minimum amount of gain that would be realized by the Partnership if the Partnership disposed of the Partnership property subject to such liability in full satisfaction thereof computed strictly in accordance with Treasury Regulation Sections 1.704-2(b) and 1.704-2(c).

“ Minimum Gain Share ” means, for each Partner, such Partner's share of Minimum Gain for the Fiscal Year (after taking into account any decrease in Minimum Gain for such year), as determined under Treasury Regulations Section 1.704-2(b)(2).

“ Minimum Offering Completion Date ” shall mean Thursday, October 30, 2008, unless such date shall be extended by mutual agreement of the General Partner and Algatec.

“ New Allocation ” shall mean an amendment to allocations of items as described in Section 9.1(e) .

“ Nonrecourse Deductions ” means, for each Fiscal Year or other period, an amount of Partnership deductions that is characterized as “nonrecourse deductions” under Treasury Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a Partnership Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain during that Fiscal Year, determined according to the provisions of Section 1.704-2(b)(2) of the Treasury Regulations.

“ Offering Period ” means the period that commenced on the Effective Date of this Agreement and ended on the earliest to occur of (a) the receipt by the Partnership of Initial Capital Contributions from Limited Partners aggregating $6,000,000, (b) December 31, 2008, or (c) the election of the General Partner to terminate the offering of Limited Partners’ Interests in the Partnership.

“ Partner Minimum Gain ” means an amount determined by computing, with respect to each Partner Nonrecourse Debt, the Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treasury Regulations Section 1.704-2(b).

“ Partner Nonrecourse Debt ” means nonrecourse Partnership debt for which one or more Partners bears an economic risk of loss, as defined in Treasury Regulations Section 1.704-2(b)(4).

“ Partner Nonrecourse Deductions ” means, for each Fiscal Year, the Partnership deductions which are attributable to Partner Nonrecourse Debt and are characterized as “partner nonrecourse deductions” under Treasury Regulations Section 1.704-2(b).

“ Partners ” means the General Partner and the Limited Partners.

“ Partnership ” means this limited partnership, as the same may from time to time be constituted and, if necessary, reconstituted.

“ Partnership Interest ” means the percentage interest of each Partner in the profits, losses and capital of the Partnership. For the avoidance of doubt, (a) the Partnership Interest of the General Partner shall be five (5%) percent, and (b) the Partnership Interest of all Limited Partners shall be ninety-five (95%), and each $50,000 Capital Contribution by a Limited Partner shall represent a 0.791666% percentage interest in the profits, losses and capital of the Partnership.

“ Permitted Transfer ” means any of the following:

(a)   any sale or assignment to any entity, a substantial part of the equity of which or voting control of which is owned, directly or indirectly, by a Partner and/or anyone related to such Partner by marriage, blood within the second degree of consanguinity or affinity or a trust for same;

(b)   any sale or assignment to any trust, the beneficiaries of which are a Partner and/or anyone related to such Partner by marriage or blood within the second degree of consanguinity or affinity; or

(c)   any sale, assignment, transfer or pledge of any Interest of a Partner (i) to an Affiliate of such Partner, or (ii) to another Partner or to an Affiliate of another Partner;

“ Permitted Transferee ” is any Person who receives an Interest in the Partnership pursuant to a Permitted Transfer.

“ Person ” means an individual, firm, corporation, partnership, limited liability company, trust or other legal entity.

“ Profits ” and “ Losses ” mean, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)   Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

(b)   Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition, shall be subtracted from such taxable income or loss;

(c)   Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from such Book Value;

(d)   In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with the definition of “ Depreciation ” herein; and

(e)   Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Sections 9.1(b)(ii), (iii), (iv), (v) and (vi) shall not be taken into account in computing Profits or Losses.

“ Plant Add ition” means the construction of an additional plant facility adjacent to Algatec’s existing plant facility in Prosen, Germany, as contemplated by the Algatec Financing and the Share Purchase Agreement.

“ Property Available for Distribution ” means any and all cash, marketable securities or other property available for distribution to the Partners, including, without limitation, any Algatec Shares, shares of capital stock of Solar Thin or securities of any other Person.

“ Required Approval ” means the written approval or written consent of those Limited Partners holding in the aggregate more than fifty percent (50%) of the Limited Partnership Interests in the Partnership.

“ Share Exchange Agreement ” - means the share exchange agreement, dated as of October 28, 2008 among the Partnership, Solar Thin and the Management Stockholders.

“ Share Purchase Agreement ” - means the share purchase agreement, dated as of October 28, 2008 among the Partnership, Algatec, the Management Stockholders and Roland Richter, Esq., as trustee, pursuant to which, inter alia, the Partnership has agreed to purchase the Algatec Shares, make the Algatec Capital Contribution and the Loan.

“ Solar Thin ” - means Solar Thin Films, Inc., a Delaware corporation.

“ Subsidiary ” means any Person, 50% or more of the issued and outstanding capital stock, members interests or other equity of which shall be owned directly by the Partnership or indirectly by the Partnership through one or more Subsidiaries.

“ Substitute Limited Partner ” means any Person admitted to the Partnership as a Limited Partner pursuant to the provisions of Section 10.2 .

“ Treasury Regulations ” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Total Capital Contribution ” means, with respect to any Limited Partner, the sum of (a) the Initial Capital Contribution and (b) any Additional Capital Contribution made by such Limited Partner.

“ Unpaid Capital Contributions ” means the Total Capital Contribution of each of the Partners which have not been repaid to such Partner pursuant to Section 9.2(a) or Section 13.2(b) , for the periods commencing on the date such Total Capital Contributions are provided to the Partnership and ending on the date such Total Capital Contributions (or portion thereof) are repaid to the respective Partner, less   all amounts paid to the Partner pursuant to Section 5.3(b)   Section 9.2(a) and Section 13.2(b) .

Section 2 .1.   Formation of the Partnership . The Partnership will be formed in accordance with and pursuant to DRLPA for the purpose and upon the terms and conditions herein set forth when this Agreement is executed by the Partners.

Section 2 .2.   Name and Office . The name of the Partnership is Algatec Strategic Opportunity Fund, L.P., or such other name as the General Partner shall hereafter designate by notice to the Limited Partners and by amendment to the Certificate. The principal place of business of the Partnership shall be c/o Algatec Capital Management, LLC, 445 Central Avenue, Suite 108, Cedarhurst, New York 11516, or such other place as the General Partner may from time to time designate in a notice to the Limited Partners.

Section 2 .3.   Registered Agent and Office . The address of the registered office of the Partnership is c/o Algatec Capital Management, LLC, 445 Central Avenue, Suite 108, Cedarhurst, New York 11516, and the name and address of the registered agent for service of process required to be maintained by DRLPA is: Barry Pomerantz. The General Partner may designate a new registered agent and/or office of the Partnership by giving notice to the Limited Partners and filing a proper amendment to the Certificate with the Secretary of State of Delaware.

Section 2 .4.   Office for Records . The address of the principal office of the Partnership where records are to be kept or made available is c/o Algatec Capital Management, LLC, 445 Central Avenue, Suite 108, Cedarhurst, New York 11516, or such other address as the General Partner may determine by giving notice to the Limited Partners and filing a proper amendment to the Certificate with the Secretary of State of Delaware.

Section 2 .5.   Purpose . The Partnership's business and purpose shall consist solely of acquiring, owning and selling or otherwise disposing of the Algatec Shares, making the Algatec Capital Contribution and the Loan to Algatec, and engaging in such other activities as may be reasonably related or incident thereto, and for no other purpose.

Section 2 .6.   Authority of the Partnership . To carry out its purpose as set forth in Section 2.5 and not in limitation thereof, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, in accordance with and subject to the limitations in this Agreement and in accordance with the DRLPA.

Section 2 .7.   Authorization of Transactions .

(a)   Sale of Partnership Interests; Authority of General Partner .

(i)   During the Offering Period, the General Partner is hereby authorized to effect sales of Partnership Interests in the Partnership at $50,000 per full Partnership Interest, or such lesser amount for fractional Partnership Interests as the General Partner shall determine, in the exercise of its sole discretion; provided , that the minimum Partnership Interest to be sold to each Limited Partner shall be one-half Partnership Interest for $25,000. In connection with such sales, the General Partner is authorized to admit additional Limited Partners to the Partnership until an aggregate of 120 full Partnership Interests shall have been sold for an aggregate amount not to exceed $6,000,000.

(ii)   On or before 5:00 p.m. (New York City time) on the Minimum Offering Completion Date, not less than a minimum of 64 full Partnership Interests aggregating $3,200,000 (the “ Minimum Offering ”) shall have been sold and Limited Partners subscribing to such Minimum Offering shall have been admitted to the Partnership by the General Partner. Pending completion of the Minimum Offering, all subscriptions shall be placed in escrow pursuant to an escrow agreement among the Partnership, Hodgson Russ LLP, as escrow agent and each subscribing Limited Partner (the “ Escrow Agreement ”). In the event that proceeds constituting the Minimum Offering shall not be deposited under the Escrow Agreement by the expiration of the Minimum Offering Completion Date, the escrow agent shall refund all such proceeds to subscribing Limited Partners, without interest or deduction.

(iii)   In the event that proceeds constituting the Minimum Offering shall have been deposited under the Escrow Agreement by the expiration of the Minimum Offering Completion Date, the General Partner is hereby expressly authorized and directed to unilaterally instruct the escrow agent to remit all of the Minimum Offering proceeds to Algatec or as otherwise provided under the Share Purchase Agreement if, in the sole discretion of the General Partner, the transactions required to be consummated at the “First Closing” (as defined in the Share Purchase Agreement) shall have been duly and validly completed. No further consent or other approval of Limited Partners shall be required in order for the escrow agent to remit such Minimum Offering proceeds to Algatec.

(iv)   The Effective Date and the business of the Partnership shall not commence until the Minimum Offering of 64 full Partnership Interests aggregating $3,200,000 shall have been sold and such Limited Partners shall have been admitted to the Partnership by the General Partner. The General Partner is further authorized to pay to registered broker/dealers or other Persons legally entitled to receive compensation, sales commissions and finders fees not exceeding nine percent (9%) of the price of each full Partnership Interest; provided, that no such fees, commissions or other compensation relating to sale of Partnership Interests may be paid to employees, members or other Affiliates of the General Partner.

(v)   Following completion of the First Closing under the Share Purchase Agreement, the General Partner shall continue to offer Limited Partnership Interests in the Partnership until an additional $2,800,000 of subscriptions to Limited Partners Interests shall have been received by the Partnership (the “ Additional Subscriptions ”). Such Additional Subscriptions, as received, shall be placed in escrow under the Escrow Agreement until an aggregate of $2,800,000 of Additional Subscriptions shall have been received by the “Second Closing Date” as defined in the Share Purchase Agreement. In the event that proceeds constituting the Additional Subscriptions shall have been deposited under the Escrow Agreement by the Second Closing Date, the General Partner is expressly authorized and directed to unilaterally instruct the Escrow Agent to remit all of the Additional Subscription proceeds to Algatec or as otherwise provided under the Share Purchase Agreement and the Loan Agreement, if, in the sole discretion of the General Partner, the transactions required to be consummated at the “Second Closing” (as defined in the Share Purchase Agreement) shall have been duly and validly completed.

(vi)   Pending the November 30, 2008 Second Closing Date under the Share Purchase Agreement, the Escrow Agent shall hold the Additional Subscriptions funds such Second Closing Date. In the event that proceeds constituting the $2,800,000 of Additional Subscriptions shall not have been deposited under the Escrow Agreement by the Second Closing Date, unless otherwise advised in writing by both the General Partner and Algatec that either:

(A)   the Second Closing Date has been extended and the Escrow Agent is instructed to retain such funds under the Escrow Agreement to a date not to exceed 5:00 p.m. (New York City time) on December 31, 2008, or

(B)   the Loan Amount under the Loan Agreement has been reduced to the amount of Additional Subscriptions then held as escrow funds and the Escrow Agent is instructed to release such funds under this Escrow Agreement to Algatec,

the Escrow Agent shall, as soon as reasonably practicable following such Second Closing Date Date, refund all Additional Subscriptions to the Limited Partners who have executed this Agreement and the Escrow Agreement and deposited funds under the Escrow Agreement, without interest or deduction.

(vii)   Each Limited Partner executing this Agreement, does hereby expressly and irrevocably authorize the General Partner to unilaterally direct and authorize the Escrow Agent to follow the written instructions and directions of the General Partner and Algatec in respect of the foregoing matters as provided in the Escrow Agreement, and does hereby acknowledge and agree that no further consent or other approval of such Limited Partner(s) shall be required in order for the Escrow Agent to remit the proceeds of the Minimum Offering and any Additional Subscriptions to Algatec at either the First Closing or the Second Closing under the Share Purchase Agreement and/or the Loan Agreement.

     (b)   Acquisition of Algatec Shares, Capital Contribution, Loan and other Actions . The Partnership is authorized, to (i) purchase the Algatec Shares, (ii) make the Algatec Capital Contribution, (iii) enter into the Loan Agreement and make the Loan, (iv) sell or otherwise deal with any or all of the Algatec Shares or any portions thereof, (v) refinance on any one or more occasions any one or more Algatec Shares, Loan or any other indebtedness whether or not secured by liens on Algatec Shares, and (vi) take any and all actions in connection therewith.

(c)   In connection with any of the above transactions, the General Partner is authorized and directed to execute such agreements, documents, certificates, and other documents or instruments as may be necessary or desirable in the reasonable judgment of the General Partner in order to consummate the transactions contemplated by this Section 2.7 . The execution by the General Partner of such agreements shall be conclusive proof that the General Partner has determined that such agreements are in the best interests of the Partnership.

Section 3 .1.   Term . The term of the Partnership commenced upon the filing of the Certificate and shall continue until the occurrence of any one of the following events of dissolution:

(a)   consummation of the transactions contemplated by the Share Exchange Agreement;

(b)   a Liquidity Event, as contemplated by the Share Purchase Agreement;

(c)   the distribution by the General Partner of all of the Algatec Shares to the Partners;

(d)   an Event of Withdrawal of a General Partner, unless the Partnership is continued pursuant to Section 11.2(a) ;

(e)   the election by the General Partner and a Required Approval to dissolve the Partnership;

(f)   a decree of court;

(g)   a Liquidation event; or

(h)   in accordance with the provisions of DRLPA not inconsistent with this Agreement.

Section 4 .1.   General Partner .

(a)   The General Partner is and shall be Algatec Management, LLC, a Delaware limited liability company, whose business address is 445 Central Avenue, Suite 108, Cedarhurst, New York 11516.

(b)   The General Partner’s Interest shall be five percent (5%) of all Profits and Loss and Property Available for Distribution of the Partnership.

Section 4 .2.   Limited Partners .

(a)   The Limited Partners are and shall be the Persons listed as Limited Partners on Exhibit “A” attached hereto and made a part hereof, whose address are set forth on Exhibit “A” attached hereto and incorporated herein.

(b)   As at the Effective Date of this Agreement, such Limited Partners’ Interests shall be allocated among those Limited Partners as set forth on Exhibit “A” attached hereto. Such Exhibit “A ” and the allocation of Profits and Loss and Property Available for Distribution of the Partnership among the Limited Partners supplemented and amended by the General Partner from time to time as additional Limited Partners are admitted to the Partnership.

(c)   As provided in Section 2.7(a) above, the General Partner is hereby authorized during the Offering Period to admit additional Limited Partners and to amend and supplement Exhibit “A” as such new and additional Limited Partners are admitted to the Partnership. The Interests of each Limited Partner in the Profits and Loss and Property Available for Distribution shall be determined on any given occasion based upon each Limited Partner’s Allocable Share.

(d)   Each Limited Partner’s Allocable Share of all Profits, Losses and Property Available for Distribution shall be set forth from time to time on Exhibit “A” hereto and shall represent, as to all Limited Partners an aggregate of ninety-five percent (95%) of all Partnership Profits, Loss and Property Available for Distribution.

Section 5 .1.   Contributions of Partners .

(a)   Initial Capital Contribution of General Partner . Upon its execution of this Agreement, the General Partner shall make a $165,000 initial Capital Contribution to the Partnership set forth opposite its name in Exhibit “A” attached hereto and such amount, when so contributed, shall constitute the initial Capital Account of the General Partner. Such Capital Contribution shall be evidenced by the General Partner’s 6% promissory note due December 31, 2010 and guaranteed severally (not jointly and severally) by the individual members of the General Partner, as their individual members interests in the the General Partner bear to the total outstanding members interest in the General Partner (the “ General Partner’s Note ”).

(b)   Initial Capital Contributions of Limited Partners . Upon execution of this Agreement, each Limited Partner shall make an Initial Capital Contribution to the Partnership in cash, in the respective amounts set opposite such Limited Partner’s name on Exhibit “A” attached hereto and such amounts, when so contributed, shall constitute the initial Capital Accounts of such Limited Partners. The Initial Capital Contribution of each Limited Partner shall entitle such Limited Partner to a pro rata amount of Limited Partners’ Interest with other Limited Partners and shall be identical in all respects to the other Limited Partners’ Interests. Certain Affiliates of the General Partner, including The Rubin Family Irrevocable Stock Trust and Scott Galin, shall purchase Limited Partners’ Interests and make a $2,800,000 Initial Capital Contribution to the Partnership on the same terms and conditions as all of other Limited Partners.

Section 5 .2.   Partner Loans .

(a)   Authorization . The Partnership shall be authorized to borrow money, if necessary, from any Partner or any Affiliate of any Partner for authorized Partnership purposes to the extent reasonably deemed required by the General Partner. The amount of any loan made to the Partnership by a Partner shall not be considered an increase in such Partner's Capital Account or otherwise a contribution to the Partnership, nor shall the making of such loan affect the Interests of the Partners. No Partner shall be obligated to make any loans to the Partnership.

(b)   Terms . If a Partner makes a loan to the Partnership as permitted by Section 5.2(a) , such Partner shall be entitled to receive interest for such loan at a rate agreed by the General Partner and such Partner, and if not so agreed shall bear interest at a rate equal to the lesser of the Base Rate plus two (2%) percent per annum or the maximum non-usurious rate. If the General Partner or its Affiliate shall make a loan to the Partnership, such loan shall bear interest equal to the Base Rate plus two (2%) percent. A Partner may not receive any security from the Partnership for such loan. All loans from a Partner, together with interest thereon, shall be repaid prior to making any distributions to Partners.

Section 5 .3.   Withdrawal of Capital Contributions and Partial Return of Initial Capital Contributions .

(a)   Except as set forth below in this Section 5.3 , none of the Partners shall be entitled to demand a refund or return of any Capital Contributions or to withdraw any part of his, her or its Capital Account nor to receive any distribution from the Partnership. The General Partner shall not, under any circumstances, be personally liable for the return of the Capital Contributions of the Limited Partners, or any portion thereof, nor shall any Limited Partner be personally liable to any Limited Partner for the payment of any Preferred Payments or other Property Available for Distribution; it being expressly understood that any such payments shall be made solely from Partnership assets, nor shall the General Partner be required to pay to the Partnership or any Partner any deficit in any Partner's Capital Account upon dissolution or otherwise. No Partner shall have the right to demand or receive property other than cash for its Interest.

(b)   Notwithstanding the foregoing, in the event and to the extent that the Partnership’s Loan shall be repaid to the Partnership, whether in cash or in additional shares of capital stock of Algatec, as provided in the Loan Agreement (the “ Loan Repayment ”), the General Partner shall return to each Limited Partner their Allocable Share of such Loan Repayment as a partial return of the Initial Capital Contributions.

Section 5 .4.   Capital Accounts .

(a)   A Capital Account shall be established and maintained for each Partner. The initial Capital Accounts of the Partners shall be determined in accordance with Section 5.1 and adjusted thereafter in accordance with this Section 5.4 .

(b)   A Partner's Capital Account shall be credited with (i) the amount of cash contributed (or in the case of the Limited Partner deemed to have been contributed) and the initial Book Value of any property contributed to the Partnership, (ii) such Partner's allocable share of Profits, and (iii) the amount of any Partnership liabilities that are expressly assumed by such Partner or that are secured by any Partnership property distributed to such Partner.

(c)   A Partner's Capital Account shall be debited with (i) the amount of cash and the fair market value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement, (ii) such Partner's allocable share of Losses, and (iii) the amount of any liabilities of such Partner that are expressly assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

(d)   Upon the occurrence of certain events as described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the General Partner, in its sole discretion, may increase or decrease the Capital Accounts of the Partners to reflect a revaluation of the fair market value of the Partnership Algatec Shares on the Partnership's books, provided such adjustment of the Capital Accounts is made in accordance with the rules in Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(e)   In the event any Interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Interest (or portion thereof) transferred.

(f)   From time to time as it reasonably deems appropriate, the General Partner may make such modifications to the manner in which the Capital Accounts are computed to comply with Treasury Regulations Section 1.704-1(b) provided that such modification does not have a material affect on the amounts distributable to any Partner pursuant to this Agreement.

(g)   The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

Section 5 .4.   Interest . No interest shall be paid to any other Partner on its Capital Contributions.

Section 6 .1.   Powers . Except to the extent provided herein, the Limited Partners, as such, shall not participate in the management or control of the Partnership's business, and shall not transact any business for the Partnership or have the power to sign for or bind the Partnership. Except as expressly provided herein, or as required by law, the Limited Partners shall have no right to participate in any decision affecting the Partnership or to approve any actions of the General Partner or the Partnership.

Section 6 .2.   Limitation of Liability . Notwithstanding anything elsewhere provided in this Agreement to the contrary:

(a)   The Limited Partners shall not be liable for any debts, liabilities, contracts, or any other obligations of the Partnership or any Operating Subsidiary of the Partnership, except as required by law.

(b)   No Limited Partner shall be liable to the Partnership or its creditors for an amount in excess of the amount of the Capital Contributions such Limited Partner is obligated to make to the Partnership pursuant to Section 5.1 . No Limited Partner shall be required to lend any funds to the Partnership.

(c)   No Limited Partner shall be liable to repay to the Partnership, any Partner or any creditor of the Partne