PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT is made this ____ day of __________, 20__, by and between the following individuals:

____________________________ ____________________________ ____________________________ ____________________________

Address: __________________________________ Address: __________________________________ Address: __________________________________ Address: __________________________________

Section 1.NAME AND BUSINESS. The parties hereby form a partnership under the name of __________________________________________ to conduct a __________________________________________. The principal office of the business shall be in _______________________. Section 2.TERM. The partnership shall begin on ________________, 20___ _, and shall continue until terminated as herein provided. Section 3.DAY-TO-DAY OPERATION.The partners shall provide their full-time services and best efforts on behalf of the partnership. No partner shall receive a salary for services rendered to the partnership. Each partner shall have equal rights to manage and control the partnership and its business. Should there be differences between the partners concerning ordinary business matters, a decision shall be made by unanimous vote. It is understood that the partners may elect one of the partners to conduct the day-to-day business of the partnership; however, no partner shall be able to bind the partnership by the act or contract to any liability exceeding Php________ without prior written consent of each partner. Section 4.CAPITAL. The capital contribution of each partner to the partnership shall consist of the following property, services, or cash which each partner agrees to contribute: Name of Partner Capital Contribution Agreed-Upon Cash % Share

A separate capital account shall be maintained for each partner. Neither partner shall withdraw any part of his capital account. Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.

Section 5.PROFIT AND LOSSES. The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in his income account, losses shall be charged to his capital account. Section 6.SALARIES AND DRAWINGS. Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in his income account. Employee of the partnership may receive Php_______ for every transaction made by the partnership. The distributor agent shall receive ____%/bottle as payment of his/her services. Section 7.INTEREST. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital. Section 8.MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equal rights in the management of the partnership business, and each partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business. Section 9.BOOKS. The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, commencing _____________________ and ending _____________________, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date. Section 10.VOLUNTARY TERMINATION.I. The partnership may be dissolved and/or may be renewed after1 year by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to discharge the balance of the capital accounts of the partners. II. A withdrawing partner shall be obligated to give sixty (60) days, prior written notice of his/her intention to withdraw or retire and shall be obligated to sell his/her interest in the partnership. No partner shall transfer interest in the partnership to any other party without consent of the remaining partner(s). Section 11.NON-COMPETE AGREEMENT. A partner who retires or withdraws from the partnership shall not directly or indirectly engage in a business which is or which would be competitive with the existing or then anticipated business of the partnership for a period of __________, in those _________ of this Country where the partnership is currently doing or planning to do business.

Section 12. ARBITRATION. This Partnership Agreement shall be governed by the laws of the Republic of the Philippines. Any disputes arising between the partners as a result of this Agreement shall be settled by arbitration in accordance with the law of the Republic of the Philippines and judgment upon the award rendered may be entered in any court having jurisdiction thereof. IN WITNESS WHEREOF, the partners have duly executed this Agreement on the day and year set forth hereinabove. _____________________ _______ Partner

__________________ __________ Partner

_______________________ _____ Partner

____________________________ Partner