THAI GOLDEN CARTS MANUFACTURING CO.,LTD. And Siam Associates Corporation Co.,Ltd (sometimes hereinafter referred to collectively as the "Partners" and individually as the "Partner") own the real property described in Appendix A hereto (the "Property") as tenants in common and desire to form a joint venture under the general partnership laws of the State of Thailand (the "Joint Venture") for the limited purpose of managing, leasing, and developing the Property and in such other businesses as the Partners may agree upon in writing.
Accordingly, the Partners hereby form and agree to conduct certain activities as a joint venture for the purposes hereinafter set forth and upon the following terms and conditions:
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