Republic of the Philippines)

Province of ___________:SS
City of __________________

PARTNERSHIP AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:

THIS PARTNERSHIP AGREEMENT is executed this ______________ (“Effective Date”) by

and between:

KTYM Consulting Inc. (hereinafter referred to as the “Owner”) a corporation duly organized
and existing in accordance with laws of the Philippines, with principal office address at 2nd
Floor Emradee Inc. Verdana Village Center Daanghari Road Molino IV Bacoor City
Cavite 4102, represented in this act by it’s president, Mr. Yoshimasa Motoda (Owner’s Name),
hereinafter referred to as the FIRST PARTY;

-and-

The workplace at AK Food Corporation (hereinafter referred to as the “Partner”) a

corporation duly organized and existing in accordance with the laws of the Philippines, with
principal office address at FOR A, 2nd Floor Emradee Inc. Verdana Village Center
Daanghari Road Molino IV Bacoor City Cavite 4102, represented in this act by it’s president,
Mr. Carlo R. Villapando (Representative Name), 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 operation a PAWPAL CAFE in Unit 109-112 G/F Venice Grand Canal
Mall Mckinley Hill 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 of Business

The parties hereby form a partnership under the name of PAWPAL CAFE to conduct the
business interest. The principal address of the business shall be in Unit 109-112 G/F Venice
Grand Canal Mall Mckinley Hill.

2. Term

The partnership shall commence on ________________________ (Effective Date) ans shall

continue to exist until terminated as herein provided.
3. Contributions and Share

Then capital of the partnership shall be contributed by the partners as follow as it will also
applied with the Net Income Profit of the Company:

NAME NATURE OF CONTRI NET INCOME

CONTRIBUTIONS(C - BUTION PROFIT SHARE
ASH, PROPERTY,
SERVICE, ETC.)
Pawpal Cafe Service 10% 10%
FORA (Mr. Carlo Villapando) Service and Cash 10% 10%
KTYM Consulting Inc. Service and Cash 40% 40%
Sponsor Cash 40% 40%
TOTAL 100% 100%

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 this
profits and losses of the partnership.

Both parties agreed that they will not get their percentage share in the Business Net Profit if the
Business will not reach its quota and target sale.

4. Interest

No interest shall be paid on the initial contributions to the capital of the partnership or on any
subsequent contributions of capital.

5. Management

The partners shall have equal rights in the management of the partnership business. The
managing partner may be designated by the parties subject to the exigencies of the partnership.
No partner shall on behalf of the partnership borrow or lend money, or make deliver, or execute
mortgage, security agreement, bond, or lease, or contract purchase, 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.

6. Termination

6.1 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.
6.2 The assets of the partnership business shall be used and distributed in the following order: (a)
to pay or provide payment of tall the partnership liabilities and liquidating expenses and
obligations; (b) to equalize the income account of the partners;’ © to discharge the balance of the
income accounts of the partners; (d) to equalize the capital accounts of the partners; and € to
discharge the balance of the capital account of the partners.
7. 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, contribution, 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. Judgement 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.

8. Final Agreement

This agreement terminates and supersedes all prior understanding or agreements on the subject
matter hereof. This Agreement may be modified only by a further writing that is duly executed
by both parties.

9. 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.

10. No implied Waiver

Either party’s failure to insist in any 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

_______________________________________ _________________________________
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILLIPINES)

) S.S.

BEFORE ME, this ________(Date) in ____________ (Place), personally appeared:

Name ID No. Issued at Issued on

Known to me to be the same persons who executed the foregoing instrument consisting _______
pages including this Acknowledgement, 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. ________