Articles of Partnership

Of

KNOW ALL MEN BY THESE PRESENTS:

That, we the undersigned, all legal age and residents of the Republic of the
Philippines have agreed to amend a ___________ partnership under the terms and
conditions herein after set forth and subject to the provisions of existing laws of the
Republic of the Philippines.

ARTICICLE I.
That the name of the partnership shall
be:___________________________________________

ARTICLE II.
Names, Address, and Classification of Partners

That the names, address and classification of partners are as follows:

NAME ADRESS CLASESS OF PARTNERS

ARTICLE III.

That the term for which said partnership is to exist is _____ years from the original
recording of the said partnership by the Securities and Commission Exchange.

ARTICLE IV.

That the purposes for which said partnership is formed as follows:

1.

2.

3.

ARTICLE V.

That the principal Office of the partnership shall be located at

___________________________________________________________________________
__
 ARTICLE VI.

That the capital of this partnership shall be ______________, Philippine currency

contributed in cash by the partners as follows.

NAME AMMOUNT CONTRIBUTED

ARTICLE VII.
Rights and Duties of Partners

Management

7.01: All Partners of the Partnership shall share day to day management responsibilities of
the Partnership.

For all matters outside the scope of duties of managing Partner or Partners, the
Partners shall have voting rights in the control, management and direction of the business of
the Partnership.

HANDLING FUNDS

7.02: All partnership funds shall be entitled in the Partnership’s name as such bank or banks
as may from time to time be selected by the Partners, and shall be subject to withdrawal
upon the signature of the managing partner. The Partners shall note any limitations on any
Partners account withdrawal authority on any Partnership deposit account agreement.

REIMBURSEMENT

7.03: Each Partner shall be entitled to reimbursement for the payment of actual, reasonable
and necessary expenses incurred by such Partner in the ordinary course of the Partnership’s
business. Each Partner shall keep an itemized account of all such expenses paid by him or
her and shall cause the same to be entered into the books of the Partnership.

PERSONAL DEBTS

7.04: Each Partner shall pay and discharge as they become due his or her separate
obligations and protect the other Partnership from all costs, claims and demands in relation
thereto.
 OUTSIDE ACTIVITIES

7.05: All Partners are required to devote their full time, effort and attention to the
Partnership.

ARTICLE VIII.

8.01: The Partnership’s net profit or net loss for each fiscal year shall be determined as soon
as practicable after the close of that fiscal year in accordance with the accounting principles
employed in the preparation of the federal income tax return filed by the Partnership for
that year.

The Partnership’s profits and losses shared among the partners as follows.

Names Profit and Loses

Percentage

ARTICLE IX

9.01: Each partner shall be entitled to draw against profits such amounts as shall from time
to time be mutually agreed upon by the Partners. These amounts shall be changed to the
Partners Income accounts as they are drawn.

9.02: An individual Capital account shall be maintained for each Partner, and his or her initial
capital contribution shall be credited to that account. Any additional contributions to the
Partnership’s capital made by any Partners shall also be credited to that Partner’s individual
capital account; however. To additional share of profits shall inure to any Partner because of
changes or fluctuations in his or her capital account.

9.03: No Partner shall be automatically entitled to any income from the Partnership without
the affirmative vote of more than the majority of the Partners. However, if income is
distributed, an individual income account shall be maintained for each Partner. At the end of
each fiscal year, each Partners share of the net prifits or net losses of the Partnership shal
be credited or debited to, and hid ot her withdrawals during such fiscal year deducted from,
a Prtner’s income account, any balance of deficit remaining in such account shall be
transfered to or chrages againts such Parther’s capital account.

9.04: No one Partner may withdraw capital from the Partnership without the consent of the
other Partners.
 ARTICLE X

The book of account of the Partnership shall be kept on cash basis method, the fiscal year of
the Partnership shall be the calendar year.