PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement is executed this (insert date) by and

between:

(insert name of corporation), a

corporation duly organized and existing
in accordance with laws of the Republic of
the Philippines, with principal offices at
(state address), represented in this act by
its President, (state name of
representative),  hereinafter referred to
as the FIRST PARTY;

- and–

(insert name of corporation), a

corporation duly organized and existing
in accordance with laws of the Republic of
the Philippines, with principal offices at
(state address), represented in this act by
its President, (state name of
representative), hereinafter referred to as
the SECOND PARTY.

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common

fund for the purpose of acquiring, holding and operating a (state nature of
business) hereinafter referred to as the business interest.

WHEREAS, the Parties have agreed, in pursuit of the business interest, to

enter into a Partnership pursuant to the Partnership Laws of the
Philippines.

NOW THEREFORE, the parties agree as follows:

1.         Name and Business

The parties hereby form a partnership under the name of (state name of
partnership) to conduct the business interest. The principal office of the
business shall be in (state address of the office).

2.         Term
The partnership shall commence on (state date of commencement) and
shall continue to exist until terminated as herein provided.

3.         Contributions

The capital of the partnership shall be contributed by the partners as

follows:

Name Nature of Share Contribution

Contribution
(Cash,
Property,
Service, etc.)
A
B
C
Total 100% xxx

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.

4.         Profit and Loss

Both the net profits and net losses of the partnership shall be divided and
borne equally between the partners. 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.

5.         Salaries and Drawings

No 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.  All other expenses incurred by the parties
in the pursuit of the business interest shall be accounted for
in accordance with policies to be mutually set by the parties
in accordance with generally accepted accounting principles.

6.         Interest

No interest shall be paid on the initial contributions to the capital of the

partnership or on any subsequent contributions of capital.

7.         Management
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. A managing partner may be designated by the parties
subject to the exigencies of the partnership.  Without the consent of the
other partners, no 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.

8.         Banking

All funds of the partnership shall be deposited in its name in

such checking account or accounts as shall be designated by the partners.
All withdrawals therefrom are to be made upon checks signed by at least
two partners.

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 in accordance with generally
accepted accounting principles and shall be closed and balanced at the
end of each fiscal year. An audit shall be made as of the closing date.

10.       Termination

10.1     The partnership may be dissolved at any time 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.

10.2     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 equalize the capital accounts of the partners; and (e) to
discharge the balance of the capital accounts of the partners.

11.       Death

11.1     Upon the death of a partner, the surviving partner/s shall have
the right either to purchase the interest of the decedent in the
partnership or to terminate and liquidate the partnership business.
If the surviving partner elects to purchase the decedent's interest,
he shall serve notice in writing of such election, within three months
after the death of the decedent, upon the executor or administrator
of the decedent, or, if at the time of such election no legal
 representative has been appointed, upon any one of the known
legal heirs of the decedent at the last-known address of such heir.

11.2     If the surviving partner/s elect/s to purchase the interest of the

decedent in the partnership, the purchase price shall be equal to
the decedent's capital account as at the date of his death plus the
decedent's income account as at the end of the prior fiscal year,
increased by his share of partnership profits or decreased by his
share of partnership losses for the period from the beginning of the
fiscal year in which his death occurred until the end of the calendar
month in which his death occurred, and decreased by withdrawals
charged to his income account during such period.
11.3     No allowance shall be made for goodwill, trade name, patents, or
other intangible assets, except as those assets have been reflected
on the partnership books immediately prior to the decedent's
death; but the survivor shall nevertheless be entitled to use the
trade name of the partnership.  

12.       Arbitration and Attorneys Fees

The Parties agree that any dispute, claim, or controversy concerning this
Agreement or the termination of this Agreement, or any dispute, claim or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled in good faith by
the parties. If no agreement is reached, the Parties shall refer the same
to arbitration in accordance with Philippine arbitration rules then in effect.
The arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court having jurisdiction. The Parties will pay
the costs and expenses of such arbitration in such proportions as the
arbitrator shall decide, and each party shall separately pay its own counsel
fees and expenses.

13.       Final Agreement

This Agreement terminates and supersedes all prior understandings

or agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both parties.

14.       Severability

If any term of this Agreement is held by a court of competent jurisdiction

to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

15.       No Implied Waiver

Either party's failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Agreement
shall not be construed as a waiver of any continuing or subsequent failure
to perform or delay in performance of any term hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement

on the date and place above specified.

FIRST PARTY                                                         SECOND PARTY

SIGNED IN THE PRESENCE OF:

________________                                                               
___________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
                                                )S.S.

            BEFORE ME, this (insert date) in (insert place), personally

appeared:

Name ID No. Issued at Issued on

known to me to be the same persons who executed the foregoing

instrument consisting (state number of pages) pages including this
Acknowledgment, and who acknowledged to me that the same is their
voluntary and free act and deed and those of the parties and institutions
represented.

       IN WITNESS WHEREOF, I set my hand and affix my notarial sea on

the date and place above written.

Notary Public

Doc.  No.  _____;

Page No.  _____;
Book No.  _____;
Series of ______.
 GENERAL PARTNERSHIP AGREEMENT

This agreement ("Agreement") establishes a partnership ("Partnership") between the following parties:

{names and addresses of all people who will be in the partnership}

and is undersigned and set forth this {date} of {month}, {year}.

The undersigned parties hereby agree to the following provisions as conditions of the Partnership:

SECTION 1--Partnership Outline

1.1 The Partnership will be named {name of partnership}, for the purpose of {purpose of the
partnership}, and will conduct all business at {address where business will be conducted}.

1.2 Partnership will commence on the date listed above, and will end {specific date Partnership will
terminate, and/or a clause about how the Partnership will end, such as mutual agreement on a
dissolution, death of one or more partners, etc.} .

SECTION 2--Initial Capital

2.1 Each Partner will contribute original capital according to the following rules: {description of how
much each partner will contribute to the initial capital}.

2.2 A separate capital account will be maintained for each Partner.

 SECTION 3--Interest on Capital

{detail if/when Partners may collect interest on their initial capital contributions}

SECTION 4--Shares

Each Partner's shares in the Partnership shall be determined by {method of determining shares,
such as making them proportional to the amount of initial capital each Partner contributes}.

SECTION 5--Accounts/Income

5.1 Each Partner will have an income account in his/her individual name, which shall be separate from
the capital account mentioned in Section 2.

5.2 Income and/or salaries will be distributed {description of if/when any income and/or salaries will
be distributed to Partners, including a description of how the income and salaries will be
determined} .

SECTION 6--Profits and Losses

6.1 Any profits and/or losses will be distributed and/or debited from a Partner's income account.

6.2 Profits and losses will be distributed and/or debited {description of when profits and losses will
be accounted for; monthly, quarterly, etc.}.

SECTION 7--Banking

Income and capital accounts for each Partner will be set up {name(s) of bank or institution where
accounts will be maintained}.

SECTION 8--Books/Accounting

8.1 Accounting books and other records pertinent to the Partnership will be kept at {location of books},
and any partner and/or his/her representative may have access to the books during normal business
hours.

8.2 The accounts for this Partnership will {description of how they will be maintained, included
when they will be balanced and whether they will be kept on a cash basis or other method} .

SECTION 9--Management

9.1 Partnership will be managed {description of how the management of the Partnership will work,
including any clauses about the day-to-day operations}.

9.2 Each partner is expected to devote (description of how much is expected of each Partner with
regard to time spent on the Partnership}.
9.3 Partnership meetings will {outline if/when Partners will be required to attend meetings}.

SECTION 10--Disputes/Arbitration

Disputes that cannot be settled by the Partners via a mutual decision-making process will be {sent to
an arbitrator, voted on, etc.}.

SECTION 11--Partner Withdrawal or Death

11.1 Should a Partner wish to leave the Partnership, {process by which a Partner may leave,
including what happens to his/her contribution} .

11.2 Any remaining partner {may/may not} purchase the withdrawing Partner's interest in the
Partnership. This process will be governed by the following rules: {description of process for one
Partner "buying out" another}.

11.3 Upon a Partner's death {outline of what happens should one Partner die unexpectedly, such
as whether his/her heirs receive his/her interest in the Partnership, if one Partner can buy the
interest, if the interest will be distributed equally among remaining partners, etc.} .

11.4 Partners may mutually agree to remove one or more members if {conditions under which
Partners may remove a member, such as fraud, embezzlement, imprisonment, etc. Also include
the process by which this removal should occur.} .

SECTION 12--Confidentiality/Non-Compete

12.1 Any information that involves the Partnership, directly or indirectly, shall be considered
Confidential. No Partner may share this Confidential Information with any third party without the written
consent of all other Partners.

12.2 Should a Partner leave the Partnership, willingly or unwillingly, he/she shall not take any position,
nor engage in any activity, at any company, organization, etc. that is deemed a competitor to the
Partnership, for a period of {number of days, months, years, etc.}.

SECTION 13--Jurisdiction

This Agreement is subject to the laws and regulations of the state of {State}, as well as any applicable
federal laws.

We, the undersigned, agree to all the provisions listed above, and sign this document of our own free
will.

Signed:

___________________________                      __________________________
Partner Name                                                       Partner Name
___________________________                      __________________________
Partner Signature                                                 Partner Signature