BLACK CREEK

LIMITED PARTNERSHIP AGREEMENT

THIS AGREEMENT is made and executed this 21st day of November, 1990, by and between THOMAS T. NICHOLSON and DIANA R. NICHOLSON, husband and wife, hereinafter collectively referred to as the ?General Partners? and each singly as a ?General Partner?, and THOMAS T. NICHOLSON and DIANA R. NICHOLSON, husband and wife, JENIFER J. NICHOLSON, KELI A. NICHOLSON ELLEDGE and SCOTT NICHOLSON, hereinafter collectively referred to as the ?Limited Partners? and each singly as a ?Limited Partner.?

In consideration of the mutual promises hereinafter contained, the parties agree as follows:

1. FORMATION OF LIMITED PARTNERSHIP: (a) The parties hereby form a limited partnership (sometimes hereinafter referred to as the ?Partnership?) pursuant to the Uniform Limited Partnership Act of Idaho, as set forth in Idaho Code, Section 53-201 et seq.

(b) The parties hereto, acting directly or through an attorney-in-fact, shall promptly sign and swear to a certificate of formation of a limited partnership, shall cause the certificate to be filed for record in the office of the Secretary of State of the State of Idaho and shall execute such further documents (including amendments to the certificate) and take such further action as shall be appropriate to comply with the requirements of law for the formation and operation of a limited partnership in all other counties, states and foreign countries where the Partnership may wish to do business.

2. PARTNERSHIP NAME: The name of the Partnership shall be: Black Creek Limited Partnership.

3. PURPOSES OF PARTNERSHIP: The purposes of the Partnership are as follows:

(a) Farming and ranching business. To acquire, (by purchase, exchange, lease, hire or otherwise), hold, own, improve, manage, operate, let as lessor or sublessor, sell, convey, mortgage and encumber, either alone or in conjunction with others, as partners, joint venturers or otherwise, farm and ranch real and personal property and interests of all kinds therein, including, but not limited to, the real property and personal property described on Exhibit ?A?, attached hereto and made a part of this agreement, and, generally to conduct the business of farming and ranching in all its aspects.

(b) Real estate business. To acquire (by purchase, exchange, lease, hire or otherwise); hold, own, develop, improve, manage, operate, let as lessor or sublessor, sell, convey, mortgage and encumber, either alone or in conjunction with others, as partners, joint venturers or otherwise, real estate of every kind, character and description whatever, wherever located, and interests of all kinds therein; and to carry on the business of managing agent, broker, finder, consultant and all other functions in connection therewith.

(c) Personal property. (i) To acquire by purchase, subscription, exchange, lease, hire or otherwise, (ii) to hold, own, mortgage, pledge, hypothecate, exchange, vote, use, manage and place in voting trust, (iii) to sell, assign, and otherwise dispose of, and (iv) in every other manner to obtain, use, dispose of and deal in and with, either alone or in conjunction with others, as partners, joint venturers or otherwise, personal property of every kind, tangible or intangible, wherever situated, and interests of every kind therein.

(d) Own account or for others. To accomplish any of the foregoing purposes for its own account or as nominee, agent or trustee for other individuals, partnerships, corporations or other entities.

4. PLACE OF BUSINESS: The principal place of business of the Partnership shall be 10330 Stardust Drive, Boise, Idaho 83709, or at such other place as may from time to time by designated by the Partners.

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