THIS AGREEMENT entered into as of the 20th day of March, 2009.

STANDING STONE REDWATER PROPERTIES LTD.

a corporation incorporated pursuant to the laws of the Province of Alberta, (herein called the “General Partner”)

Each of those parties shown as Limited Partners on the Schedule “A” attached hereto together with each of those parties who becomes a Limited Partner of the Limited Partnership, from time to time, formed pursuant to or in accordance with the provisions of this Agreement, (hereinafter referred to individually as a "Limited Partner" and collectively as the "Limited Partners")

THIS AGREEMENT WITNESSETH THAT:

1.1        In this Partnership Agreement, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings:

a)                  "Extraordinary Resolution" means:

i)                    a resolution passed at a meeting of Limited Partners called for the purpose of considering such resolution, which resolution must be carried by not less than 75% of the total Units outstanding; or

ii)                   a resolution consented to in writing by Limited Partners holding not less than 75% of the Units then outstanding.

b)                  "General Partner" means at any particular time the party to this Agreement who has executed the Agreement as General Partner and is then holding office as General Partner.

c)                  "Limited Partners" means at any particular time the parties to this Agreement who have executed this Agreement as Limited Partners.

d)                  "Partners" means the General Partner together with the Limited Partners.

e)                  "Partnership" means the Limited Partnership formed pursuant to the terms of this Partnership Agreement and under the Partnership Act.

f)                   "Partnership Act" means The Partnership Act, being Chapter P-3 of the Revised Statutes of Alberta, 2000, and amendments thereto.

g)                  "Partnership Agreement", "this Agreement", "this Partnership Agreement", "herein", "hereby", "hereof", "hereunder", and similar expressions mean or refer to this Agreement of Limited Partnership and any amendments hereto.

h)                  "Partnership Certificate" means the Certificate filed and recorded at the office of the Registrar of Corporations for the Province of Alberta.

i)                    "Partnership Properties" means all of the properties and assets, tangible or intangible, in which the Partnership has an interest, legal, beneficial or otherwise, from time to time or at any time.

j)                    "Schedule" or "Section" followed by a number or a letter means or refers to the specified schedule to or section of this Partnership Agreement.

k)                  "Subscription Price" shall mean the amount determined by the General Partner, from time to time, to be the subscription price for Units.

l)                    "Tax Act" means the Income Tax Act (Canada) as revised or amended from time to time.

m)                “Unit” means a Unit in the capital of the Partnership as provided in section 2.3 hereof.

1.2               The headings used throughout this Agreement are solely for the convenience of the parties and are not to be used as an aid in the interpretation of this Agreement.

1.3               All words herein in the male gender or singular number shall be deemed to include the female gender and the plural number, as the case may be, wherever the context shall so require.

II.        FORMATION AND CAPITAL OF THE PARTNERSHIP

2.1               The parties to this agreement do hereby agree to enter into an agreement of limited partnership under the name of “Standing Stone Redwater II Limited Partnership” (the "Partnership") in the following form by executing a Subscription in such form prescribed by the General Partner, from time to time, and such other documents that the General Partner may require. Acceptance of a fully executed Subscription by the General Partner shall constitute counterpart execution of this Agreement.

2.2               The Partnership shall be effective on the date of filing and recording at the office of the Registrar of Corporations for the Province of Alberta of the Partnership Certificate duly executed by the Partners.

2.3               The capital of the Partnership shall be divided into an unlimited number of Units, such Units having the following rights and restrictions:

(a)                at all meetings of Limited Partners holders of Units shall be entitled to cast one vote per each Unit held;

(b)                the Partnership may pay placement fees with respect to the sale and/or issuance of Units;

(c)                the income, profits, grants, losses and expenses of the Partnership shall be attributed then allocated to the Units on a proportionate basis based upon the number of Units outstanding;

(d)                on the winding up, liquidation or dissolution of the Partnership or the happening of any other event giving rise to a distribution of the Partnership’s assets for the purposes of winding up its affairs the holders of Units shall participate in such distribution in the same manner and on the same basis as provided for in subsection (c) above;.

2.4               A person may subscribe for any of the Units, by delivering to the General Partner or to such other person or persons at such address as the General Partner may prescribe the following:

(a)        a Subscription completed and executed in a manner acceptable to the General Partner;

(b)        payment of the Subscription Price either by way of cash or cheque, or other method acceptable to the General Partner;

(c)        such other instruments, including powers of attorney, as the General Partner may request.

2.5               The General Partner is hereby authorized, subject to the receipt of the Subscription, Subscription Price and such other instruments as the General Partner may require, at one or more times to admit additional subscribers as Limited Partners to the Partnership and, subject as aforesaid, the Partners hereby consent to the admission of, and will admit, the additional subscribers to the Partnership pursuant to subscriptions, without further act of the Partners. Upon the acceptance of a subscription by the General Partner on behalf of the Partnership, the General Partner shall amend the Certificate by showing the name of each additional subscriber and make such filings and records as are required by law.

2.6               Fractional Units may be issued at the discretion of the General Partner. Fractional Units shall participate in any allocation of income, profits, grants, losses and expenses of distribution of assets but shall not carry any voting rights.

3.1        The business of the Partnership shall be conducted under the firm name and style of “Standing Stone Redwater II Limited Partnership”.

3.2               The head office of the Partnership shall be located at 1920, 10020 – 101A Avenue, Edmonton, Alberta, T5J 3G2, or such other place that the General Partner may determine.

3.3               The Partnership may maintain such other and additional offices at other locations as may from time to time be determined by the General Partner.

3.4        The location of the offices of the Partnership, including the principal office thereof, may be changed from time to time as the General Partner may determine, by the General Partner giving notice to that effect in writing to all Limited Partners. 

4.1               The Partnership shall qualify to do business in the Province of Alberta as a Limited Partnership under the applicable laws and regulations thereof. The Partnership shall likewise so qualify to engage in business in other jurisdictions wherever the General Partner shall determine that it is appropriate for the Partnership to be so qualified or otherwise to be registered.

4.2               The General Partner will be qualified to do business as a corporation in the Province of Alberta. For administrative convenience, and without altering or affecting the rights, titles and interests created hereby, the Partners hereby agree that the Partnership Properties may be held in the name of the General Partner, as nominee for the Partnership, and for the use and benefit of the Partners in accordance with the terms and provisions hereof, until such time as the General Partner shall determine that it is appropriate or advisable for the Partnership Properties to be held or registered in the name of the Partnership, another nominee or otherwise. Such holding of the Partnership Properties shall not prevent the vesting of the legal and beneficial title thereto in the Partnership in the manner and at the time as otherwise herein provided.

4.3               The General Partner covenants that so long as it is the General Partner in the Partnership, it shall maintain its corporate existence.

5.1        The purposes of the Partnership shall be:

(a)                to carry on the business of purchasing, developing and selling real estate property, including, but not limited to, construction of services, sidewalks and roads, construction of buildings, and obtaining municipal approval for such activities.

Without limiting the generality of the foregoing, the purposes and powers of the Partnership shall include:

(b)                holding funds not otherwise invested in an interest bearing account or invested in securities or deposits of or guaranteed by a chartered bank or the Government of Canada or of any Province of Canada or in certificates for deposit or interest bearing accounts of Canadian chartered banks, trust companies or the Province of Alberta Treasury Branches, in bankers acceptances or in money market funds or other liquid investments.

(c)        employing personnel, agents and representatives with such powers and duties, upon such terms and conditions, at such places, and for such compensation as in the judgment of the General Partner may be necessary or advisable in carrying on the business of the Partnership;

(d)        making contracts with independent contractors for such work and upon such terms and conditions as in the judgment of the General Partner may be necessary or advisable in connection with the business of the Partnership;

(e)        employing such legal, accounting and other services and advice as in the judgment of the General Partner may be considered appropriate in the conduct of the affairs of the Partnership;

(f)        borrowing money for the business of the Partnership and from time to time drawing, making, executing and issuing promissory notes and other negotiable or non-negotiable instruments and evidences of indebtedness, and securing the payment of the sum so borrowed and interest thereon by mortgaging, pledging and assigning pursuant to the Bank Act (Canada) or otherwise, all or any part of the Partnership Properties or assigning any money owing or to be owing to the Partnership and engaging in any other means of financing;

(g)        selling, disposing, or releasing any part or portion or all of the Partnership Properties, as well as selling for cash or other consideration interests in the Partnership Properties;

(h)        carrying insurance in such amounts and with such coverage as in the judgment of the General Partner may be necessary or advisable with respect to the Partnership Properties and other assets of the Partnership and the risks and the business of the Partnership;

(i)         engaging in any and all acts or activities appropriate, advisable or necessary in the judgment of the General Partner in conducting the affairs of the Partnership and in furtherance of its objectives; and

(j)         submitting to binding arbitration any matters pertaining to the assets, undertaking and business of the Partnership.

The purposes of the Partnership, as set forth in Section 5.1 hereof, shall be construed both as purposes and as powers. The Partnership shall have, without limitation, the power to do any and every act and thing necessary, proper, convenient or incidental to the accomplishment of the purposes of the Partnership. The enumeration, in paragraphs (a) to (j) inclusive, of Section 5.1 hereof, or elsewhere herein, of particular or specific activities or means by which the purposes of the Partnership may be accomplished shall not limit, or be construed as limiting, the generality and the extent of the powers to be exercised by the Partnership.

5.2        The General Partner shall have full power and authority to transact the business of the Partnership and to deal with and in the Partnership Properties for the use and benefit of the Partnership, and, for these purposes, the General Partner shall have sole, complete and plenary power and authority to manage and carry on the business thereof, and to do any and all acts and things required in connection therewith, including the purposes and powers set out in Section 5.1. In exercising its power and authority under this Agreement, the General Partner may act through its directors, officers, employees or any representative that it may designate. In addition, but without limiting the generality of the foregoing, the General Partner shall have the right to delegate or assign any of its powers, authority or responsibilities, including, but not limited to, the powers set out in Section 5.1 hereof, to such parties that it may designate, provided that the General Partner shall remain responsible for the conduct and actions of such parties.

5.3               The General Partner shall have the power and authority to appoint one or more persons to an Advisory Board (the “Advisory Board”) of the Partnership and to determine the remuneration payable to members of the Advisory Board. The Advisory Board shall provide advice to the General Partner on investments and other matters respecting which the General Partner seeks such advice, but the Advisory Board shall have no power or authority to operate or conduct the business of the Partnership or to provide instructions or directions to the General Partner. 

5.4        The General Partner shall have the power and authority to determine the amount of finders’ fees payable with respect to the sale of Units by the Partnership. 

6.1               The Limited Partners hereby agree and obligate themselves, severally, to contribute and to pay in cash the contributions to Partnership capital set forth in their respective subscriptions. 

6.2               A Limited Partner is not liable for the obligations of the Partnership except in respect of the amount contributed or agreed to be contributed by him or his predecessor in title to a Partnership Unit to the Partnership capital, plus his share of undistributed profits.

6.3        The Partnership is given a first and preferred lien on the interest of each Limited Partner in the Partnership and in distributable monies and properties to secure the payment of all sums due to the Partnership by such Limited Partner. In the event any Limited Partner fails to pay any amount owing by it to the Partnership within the time prescribed for payment thereof, the General Partner, for and on behalf of the Partnership and without prejudice to other existing remedies, is authorized to withhold monies and properties otherwise distributable to such defaulting Limited Partner and to forthwith apply the same against such amount owing.

6.4        An individual capital account shall be maintained in the records of the Partnership for each Limited Partner, to which account shall be credited or debited each such Partner's contributions and withdrawals or returns of capital.

6.5        An individual account shall be maintained in the records of the Partnership for each Partner to which account shall be credited or debited the respective interests and shares of such Partner in the profits and losses of the Partnership in accordance with the terms and provisions hereof.

6.6        No Limited Partner shall be responsible for any of the losses of any other Partner nor share in the income attributable to the Partnership interest of any other Partner.

6.7        No Limited Partner shall have either the obligation or the right, power or authority to participate in the management or the conduct of the business of the Partnership, or to transact any business on account thereof, or to bind the Partnership in any way, or to sign any document or instrument for or on behalf of the Partnership. Each Limited Partner acknowledges that if they do participate in the management of the Partnership then they shall be subject to unlimited personal liability for the debts and obligations of the Partnership as if they were a general partner.

6.8        Indemnification of General Partner. In any threatened, pending or completed action, suit or proceeding to which the General Partner was or is a party or is threatened to be made a party by reason of the fact that it is or was the General Partner of the Partnership (other than an action by or in the right of the Partnership) the Partnership shall, subject to the limit set out below, indemnify the General Partner against all costs, damages and expenses, (including legal fees, judgments and amounts paid in settlement) actually and reasonably incurred by the General Partner in connection with such action, suit or proceeding if the General Partner acted in good faith and in a manner which the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership. The termination of any action, suit or proceeding by judgment, order or settlement shall not of itself create a presumption that the General Partner did not act in good faith and in the manner which it reasonably believed to be in or not opposed to the best interests of the Partnership. The indemnity granted by this Section shall be limited to the amount of the contributions of capital of the Limited Partners and their interest in the Partnership Property and the Limited Partners shall not incur any liability greater than the said amount and the said interest by virtue of the indemnity contained in this Section.

VII.      TRANSFER OF LIMITED PARTNERSHIP INTERESTS

7.1        No Units of the Partnership may be assigned or transferred without the approval of the General Partner. The General Partner shall not prescribe the value of the Units for any transfer, and the General Partner’s approval of any assignment or transfer shall not constitute an assessment or representation of the value of the Units. Further, any transfer of Units shall be subject to compliance with all applicable securities and other laws that may restrict or limit the transfer of Units. In addition, no assignee is entitled to become or be recognized as a substituted Limited Partner, unless:

a)                  such assignment is for not less than one Unit;

b)                  the assignee must agree in writing to be bound by the terms of the Partnership Agreement and to assume the obligations of a Limited Partner under the Partnership Agreement in relation to the Unit to be assigned to him;

c)                  the assigning Limited Partner must deliver or cause to be delivered to the General Partner the "Unit Certificate" for the Unit to be assigned duly endorsed for assignment;

d)                  the form for the assignment of a Unit shall be substantially in the form of the Assignment required by the General Partner, and must be executed and delivered to the General Partner and completed and executed in a manner satisfactory to the General Partner, including without limiting the foregoing, such proof as to the authenticity of execution and due power and authority to execute and deliver as the General Partner may deem appropriate;

e)                  either the assignee or the assignor has paid to the Partnership a transfer fee in an amount to be reasonably determined by the General Partner to cover the anticipated costs of processing the transfer including, but not limited to, the cost of amending the Partnership Certificate; and

f)                   subject to all of the foregoing being completed and delivered as required and being in a form satisfactory to the General Partner, the Partnership Certificate must be appropriately amended by the General Partner to include such assignee as a Limited Partner and to show the status in the Partnership of the Limited Partner assigning a Unit as a result of that assignment, all in accordance with the requirements of the Partnership Act and any other filings and recordings required by law to be made.

7.2               The General Partner shall cause the Partnership Certificate to be appropriately amended in accordance with the requirements of the Partnership Act and Schedule “A” hereof to be revised to reflect such assignment and substitution.

8.1       The fiscal year or period of the Partnership, until dissolution, shall be the calendar year and all financial statements of the business of the Partnership shall be accounted for in accordance with generally accepted accounting principles consistently applied.

8.2        The General Partner shall keep and maintain full and complete books of account and records of the Partnership at its principal place of business or elsewhere as may be advisable.

8.3        The accountants of the Partnership shall be a firm of Chartered Accountants selected by the General Partner. 

9.1               Each Partner's interest or share of the Partnership income, profits, grants, losses and expenses that, under applicable tax law, are allocatable to the Partners shall be allocated as of the end of the applicable fiscal year of the Partnership in accordance with section 2.3 of this Agreement.

9.2               Except as otherwise expressly provided herein, the Limited Partners as such, shall not receive any payment from the Partnership as salary, placement fees, or similar payments.

10.1      Within 140 days of each fiscal year end of the Partnership the General Partner shall forward to each Limited Partner a report respecting the business of the Partnership, provided that no Limited Partner shall be entitled to receive any information of a confidential nature or the disclosure of which would result in a breach of any agreement or regulation binding on the Partnership or the General Partner. The Limited Partners shall at all times maintain the confidentiality of financial and other information and data which they may obtain through or on behalf of the Partnership and shall utilize such information and data only for the business of the Partnership.

10.2      The General Partner shall provided to the Limited Partners such tax forms or other documents within the times required for such forms or other documents that may be required to permit the Limited Partners to complete and file any required tax returns on a timely basis.

11.1      The General Partner has, as such, an unlimited liability for the liabilities and obligations of the Partnership and agrees to indemnify Limited Partners against loss of limited liability. Additionally, the General Partner may make refundable advances to the Partnership to meet the organizational, commencement and ongoing costs and expenses of the Partnership or to meet pending requirements that may arise prior to the acceptance of subscriptions.

11.2      The General Partner shall devote its best efforts and skill to the successful development and operation of the Partnership business.

11.3      All funds of the Partnership, including capital contributions to the Partnership, shall be deposited in one or more Partnership bank accounts with such chartered banks within Canada as the General Partner deems advisable, and such funds may be invested in an interest bearing account or invested in securities or deposits of or guaranteed by a chartered bank or the Government of Canada or of any Province of Canada or in certificates for deposit or interest bearing accounts of Canadian chartered banks, trust companies or the Province of Alberta Treasury Branches, in bankers acceptances or in money market funds or other liquid investments.

11.4      All funds in Partnership bank accounts shall be withdrawn or withdrawable only upon the cheque, draft or other written order signed by the General Partner or such person or persons authorized to do so by the General Partner. Each bank shall be and is hereby relieved of any responsibility to inquire into the authority of the General Partner to deal with the Partnership funds and absolved of any liability in respect of any withdrawals from any such account by any person duly authorized thereunto by the General Partner.

11.5      The General Partner shall have the full power to appoint by written instrument an agent or agents to act for it, upon such terms and conditions and subject to such limitations as the General Partner may specify in the instrument appointing such agents, and such agents shall thereupon have the power and authority to carry out such duties as may be specified in the instrument appointing them provided that the General Partner shall remain responsible for the acts of such agents.

11.6            The General Partner shall not endorse any mercantile paper or in any manner become or act as guarantor or surety or bondsman for any person, firm or corporation for and on behalf of the Partnership, nor shall the General Partner in the name of the Partnership make, draw, endorse, accept or sign any cheque, note, draft, bill of exchange, bond or obligation of any description for the accommodation of any other person, firm or corporation whatsoever.

11.7      The General Partner shall cause the Partnership, in calculating its income or loss for income tax purposes for any fiscal year, to deduct the maximum amounts of capital cost allowance, resource allowance and such other deductions as may be available to it for that year.

11.8      The General Partner shall invest funds not immediately required for the operations of the Partnership only in an interest bearing account or invested in securities or deposits of or guaranteed by a chartered bank or the Government of Canada or of any Province of Canada or in certificates for deposit or interest bearing accounts of Canadian chartered banks, trust companies or the Province of Alberta Treasury Branches, in bankers acceptances or in money market funds or other liquid investments.           

12.1      Neither the General Partner nor any associate or affiliate company thereof nor any partnership in which the General Partner or any such associate or affiliate is a partner may purchase or otherwise acquire any properties from the Partnership unless sanctioned by an Extraordinary Resolution. For the purpose of this Agreement the expressions "associate" and "affiliate" shall have the meanings as ascribed to them by the Securities Act (Alberta), as amended.

12.2      The funds of the Partnership shall not be co-mingled with funds of the General Partner or any associate or affiliate thereof or any partnership in which the General Partner or such associate or affiliate thereof or any partnership in which the General Partner or such associate or affiliate is a partner or manager.

12.3      Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the General Partner from accepting payment in kind with respect to the payment of any amounts payable to the General Partner under this Agreement including, but not limited to, the General Partner, as payments for amounts owing to it, shares of companies held by the Partnership, whether or not a distribution in kind is made to Limited Partners.

13.1      As compensation for acting as General Partner and managing the business and affairs of the Partnership, the General Partner shall be reimbursed for all costs and expenses incurred by it in conducting the business of the Partnership.

13.2      The Partnership shall be responsible to pay all costs and expenses of managing the business and affairs of the Partnership. Without limiting the generality of the foregoing, the Partnership shall be responsible to pay the following costs:

(a)        all professional fees incurred by the Partnership, including legal and accounting fees;

(b)        all fees paid to the members of the Advisory Board, and other advisors to the Partnership;

(c)        all fees and expenses charged by parties, other than the General Partner, for management of the business by the Partnership;

(e)        all costs of liquidating properties and assets of the Partnership; and

(f)        all direct operating costs of the Partnership, including general and administrative expenses.

13.4      If the General Partner advances funds to the Partnership pursuant to Section 11.1, the General Partner shall be entitled to charge interest on such amounts at a rate per annum equal to the prime lending rate of the Alberta Treasury Branches plus 2%.

XIV.     CHANGE OF GENERAL PARTNER

14.1      The General Partner shall not sell, assign or otherwise dispose of its interest as the General Partner in the Partnership unless sanctioned by an Extraordinary Resolution or unless it is in connection with the merger or amalgamation resulting in a surviving or continuing corporation that is the General Partner.

14.2      The General Partner may, following approval by an Extraordinary Resolution, resign on 60 days' notice to the Limited Partners and shall be deemed to have resigned 60 days after the bankruptcy, insolvency, dissolution, liquidation, winding-up (or the commencement of steps in connection therewith which are not contested in good faith by the General Partner) of the General Partner or the appointment of a trustee, receiver or receiver-manager of the affairs of the General Partner. In the case of any proposed actual or deemed resignation, a new General Partner may be appointed in addition to or substitution therefor by an Extraordinary Resolution. No resignation or removal shall be effective until after a replacement General Partner is appointed.

14.3      After an assignee of the General Partner or a replacement for the General Partner signs a copy of this Agreement, it shall become the General Partner and thereafter have, subject to the last sentence of Section 14.2, all the rights, benefits, privileges and obligations of the General Partner and the General Partner shall do all things and shall take all steps to immediately and effectively transfer the management and operation, assets, books, computer data, tapes, records and accounts of the Partnership to the new General Partner including the execution of all deeds, certificates, declarations and other documents whatsoever which may be necessary to effect such change and to convey all the assets of the Partnership to the new General Partner of the Partnership.

14.4            Notwithstanding anything herein to the contrary, upon the resignation of the General Partner, such General Partner shall retain ownership of any Units in that General Partner’s name.

15.1      The General Partner may at any time and from time to time and shall, upon request of Limited Partners holding at least 25 of the outstanding Units, convene a meeting of the Limited Partners. In the event of the General Partner's failure to call such meeting within fifteen (15) days after receipt of such Limited Partner's request, any Limited Partner may call such meeting.

15.2      At least 14 days' notice of any meeting (and not more than 45 days' notice) shall be given to the Limited Partners (and to the General Partner if the meeting has been convened by a Limited Partner). Such notice shall state the time, date, and place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat. It shall not be necessary for any such notice to set out the terms of any resolution to be proposed.

15.3      Subject to the provisions of Sections 1.1(a) and 15.4, a quorum at any meeting of the Limited Partners shall consist of one or more Limited Partners present in person or by proxy and representing at least 10% of the Units in the Partnership.

15.4      If a quorum of Limited Partners shall not be present within 30 minutes from the time fixed for holding any such meeting, the meeting shall be adjourned to the date 7 days later (unless such day is a non-business day, in which case it shall be adjourned to the next business day thereafter) at the same time and place. It shall not be necessary to give notice of such adjourned meeting other than by announcement at the time of adjournment. At the adjourned meeting the Limited Partners present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 10% of the Units in the Partnership.

15.5      On any question submitted to a meeting each Limited Partner shall be entitled to cast one vote for each full Unit held and, except as otherwise specified in this Partnership Agreement, questions shall be decided by a majority of votes cast thereon.

15.6      Votes at meetings of the Limited Partners may be cast personally or by proxy. The instrument appointing a proxy shall be in writing and in such form as is prescribed from time to time by the General Partner and, if executed by a corporation, shall be signed by an officer or attorney duly authorized in writing. Unless otherwise indicated or earlier revoked, proxies shall cease to be valid one year from their date. Any individual may be appointed a proxy.

15.7      The General Partner, or its designee, shall act as chairman of a meeting of Limited Partners.

15.8      A vote cast in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or transfer of the Units in respect of which the proxy was given, provided that no notice in writing of such revocation or transfer shall have been received at the place of the meeting prior to the time fixed for the holding of the meeting.

15.9      Officers and directors of the General Partner shall have the right to attend in their capacity as such at any meeting of Limited Partners and to address any such meeting on the matters properly before it, but the General Partner shall not have a vote at any such meeting except with respect to such Units that it holds.

16.1      Subject to the provisions of Section 16.2, this Partnership Agreement may only be amended by Extraordinary Resolution concurred with by the General Partner; provided, however, that without unanimous approval of all Limited Partners and the General Partner no amendment shall be made to this Partnership Agreement which would have the effect of reducing the interest in the Partnership of the Limited Partners, changing the liability of any Limited Partner, allowing any Limited Partner to exercise control of the business of the Partnership or changing the Partnership from a Limited Partnership to a General Partnership.

16.2      Amendments by General Partner. The General Partner may, without prior notice to or consent from any Limited Partner, amend from time to time any provision of this Agreement or the Partnership Certificate if such amendment is to cure an ambiguity or to correct or supplement a provision of this Agreement.

XVII.   POWER OF ATTORNEY

17.1      Each Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner, and any successor to the General Partner under the terms of this Partnership Agreement, as its true and lawful attorney and agent, with full power and authority in its name, place and stead to do all of the following, namely:

a)                  execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates and other instruments which the General Partner deems appropriate or necessary to qualify, or to continue the qualification of, the Partnership as a Limited Partnership in the jurisdictions in which the Partnership may conduct its business; all instruments which the General Partner deems appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of this Partnership Agreement; all conveyances and other instruments or documents which the General Partner deems appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Partnership Agreement; and all instruments relating to the admission of additional or the withdrawal of Limited Partners; and

b)                  execute and file with any government body any documents which might be filed or which might be required to be filed in connection with the business of the Partnership.

17.2      The foregoing power of attorney is hereby declared by the Limited Partners to be an irrevocable power coupled with an interest, and it shall survive the death of Limited Partners and shall extend to the heirs, executors, administrators, successors and assigns of the Limited Partners. Each Limited Partner hereby agrees to be bound by any act of the General Partner and any successor thereto, while acting in good faith pursuant to the foregoing power of attorney, and each Limited Partner hereby waives any and all defence which may be available to him to contest, negate or disaffirm the actions of the General Partner and any successor thereto taken in good faith in accordance with the terms of the foregoing power of attorney. The power of attorney granted herein may be exercised by the General Partner on behalf of the Limited Partners by executing any instrument with a single signature as attorney and agent for all of them. Each Limited Partner agrees to be bound by any representations and actions made or taken by the General Partner pursuant to such power of attorney.

XVIII. DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP

18.1      Dissolution of the Partnership and the termination thereof shall occur:

a)                  90 days following the bankruptcy, dissolution or winding-up of the General Partner unless replaced as permitted under Article XIV;

b)                  upon the declaration by the General Partner of the dissolution of the Partnership;

c)                  upon the passing of a resolution of the Limited Partners passed by a majority of not less than 75% of the total outstanding Units of the Limited Partnership.

whichever of the said events shall be the first to occur.

18.2      The General Partner shall serve as the receiver of the Partnership upon its dissolution. If the General Partner is unable or unwilling to act in such capacity, the Limited Partners shall appoint some other appropriate person or party to act as the receiver of the Partnership. The receiver shall proceed diligently to wind-up the affairs of the Partnership and to distribute the net proceeds from the sale of the assets thereof. During the course of such liquidation, the receiver shall operate the properties and undertakings of the Partnership and in doing so shall be vested with all the powers and authority of the General Partner in relation to the Partnership under the terms of this Agreement. The receiver shall be paid its reasonable fees and disbursements incurred in carrying out its duties as such.

18.3      Upon termination of the Partnership, its liabilities and obligations to creditors shall be paid, including all amounts payable to the General Partner, and the remaining Partnership Properties or the proceeds from the sale thereof, if any, shall then be distributed in accordance with Section 2.3.

18.4      Except as otherwise provided herein, no Partner shall have the right to demand and receive a return of its contributed capital in a form other than cash, provided, however, that nothing herein is to be construed to prohibit such a return of contributed capital in a form other than cash.

18.5      In no event and under no circumstances shall a Partner be entitled, whether during the existence of the Partnership or following its termination, to compel a partition, judicial or otherwise, of any of the assets of the Partnership or of its assets distributed to the Partners, either in kind or otherwise.

18.6            The Partnership shall continue for a term commencing on the date of filing of the Partnership Certificate pursuant to the Partnership Act until terminated as provided in Section 18.1.

19.1      All notices relating to this Partnership shall be given by mail, facsimile transmission, telex, telegram or personal delivery addressed to the Partners at their respective addresses as shown on each Partner's subscription form or such other address as the Partner may advise the Partnership of in writing. Any such notice shall be deemed to have been given and received on the next business day following the date of delivery or transmission, except that if notice is given by mail and there is a mail strike, slow down or other labour dispute which affects the delivery of mail then the notice shall be effective only if actually delivered. Where the General Partner is required to provide a notice to all Limited Partners, the inadvertent failure to provide such notice to one or more Limited Partners shall not invalidate the notice or any rights, obligations or actions based thereon or arising therefrom. Where a Limited Partner consents in writing to receive notices under this Agreement by means of electronic delivery (such as e-mail), any such notice may be given to that Limited Partner by means of electronic delivery in the form consented to by that Limited Partner and in such case the notice shall be deemed to have been given and received on the next business day following the date of electronic delivery unless the sender receives notification of failure of electronic delivery or otherwise has reason to believe that such electronic delivery was not effected.

19.2      Every provision of the Partnership Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Partnership Agreement. This paragraph shall not, however, derogate from the statutory rights of the withdrawal and rescission contained in applicable securities legislation.

19.3      Each of the Partners for itself, its heirs, executors, administrators, successors and assigns, hereto covenants and agrees that it shall from time to time and at such times as may be required, execute such further agreements, supplemental agreements, assurances of title, and other documents and instruments as may be reasonably required and necessary to carry out Partnership business and to effectuate the provisions hereof.

19.4      This Partnership Agreement and any agreements referred to herein set forth the entire agreement of the Partners regarding its subject matter.

19.5      The covenants and agreements herein contained will enure to the benefit of, and be binding upon, the Partners and their respective successors and assigns. Any person succeeding to the interest of a Partner will succeed to all of such Partner's rights, interests, and obligations, subject to and with the benefit of all terms and conditions of this Partnership Agreement, including any restrictive conditions contained herein. Except as provided in this Section, no provision of this Partnership Agreement will be deemed to convey any rights upon, or be construed for the benefit of, any third party.

19.6      This Partnership Agreement will be construed in accordance with the laws of the Province of Alberta, and each Partner irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.

19.7      Time shall be of the essence of this Partnership Agreement.

19.8      This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original.

            IN WITNESS WHEREOF the parties have caused this Limited Partnership Agreement to be executed effective the 20th day of March, 2009.

STANDING STONE REDWATER PROPERTIES LTD.

LIMITED PARTNERS NAME	NUMBER OF UNITS
Standing Stone Development Corp.	300
Douglas Bychyk	300