GENERAL PARNERSHIP

ARTICLES OF PARTNERSHIP OF VICKY & MICHAEL EXPORT & IMPORT CO.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, all of legal age and residents of the Republic of the Philippines have agreed to form a general partnership under the terms and conditions herein after set forth and subject to the provisions of existing laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I: That the name of the partnership shall be Vicky & Michael Export & Import Co. ARTICLE II: That the principal office of the Partnership shall be located at Villa Del Rio, Lapulapu City. ARTICLE III: That the names, citizenship and residence of the partners of the said partnership are as follows:

Name Rebecca Michael M _________________________ _________________________

Citizenship

Residence

_________________________ _________________________

_________________________ _________________________

ARTICLE IV: That the term for which said partnership is to exist is fifty (50) years from and after the recording of said partnership by the Securities and Exchange Commission; ARTICLE V: That the purpose for which said partnership is formed is as follows: PRIMARY To take over, carry on, undertake and acquire the business, assets and goodwill of the general partnership known as Vicky & Michael Export & Import Co. and to assume all the obligations and liabilities of the said partnership, actual and contingent. SECONDARY

To engage in, conduct and carry on the business of buying, selling, distributing, marketing at wholesale or retail in so far as may be permitted by law all kinds of goods, commodities, wares and merchandise of every kind and description;to enter into all kinds of contracts for the export , import , purchase , acquisition , sale at wholesale or retail and other dispositions for its own account as principal or representative capacity as manufacturing representatives , merchandise broker , inventor , commission merchant , factors or agents upon consignment of all kinds of goods , wares , merchandise or product whether natural or artificial.

ARTICLE VI: That the capital of the partnership shall _____________________________________________________________________________________________________Pesos, Philippine Currency contributed in cash by the partners as follows:

be

Name ____________________________________________ ____________________________________________

Amount Contributed ________________________________________________ ________________________________________________

TOTAL:

________________________________________________

That no transfer of interest which will reduce the ownership of Filipino citizens to less than the required percentage of capital shall be allowed to be recorded in the proper books of the partnership; ARTICLE VII: That the profits and losses shall be divided pro-rata among the partners;

ARTICLE VIII: That the firm shall be under the management of Mrs. Rebecca Merhi as General Manager as such he/she shall have charge of the management of the affairs of the partnership.

ARTICLE IX: That the partners undertake to change the name of the partnership as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another partnership or person misleading, deceptive, and confusingly similar to a registered name, or contrary to public morals, good custom or public policy.

IN WITNESS WHEREOF, we have hereunto set our hands this ___________ day of ______________, 20_______ at _______________________________________________________ Philippines.

________________________________________ TIN:

____________________________________________ TIN:

Signed in the presence of:

_______________________________________

_______________________________________