ARTICLES OF PARTNERSHIP

OF

_________________________
KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned partners, all of legal age, residents and citizens of
the Philippines, have on this day voluntarily associated ourselves together for the purpose of
forming a general partnership under the following terms and conditions and subject to existing
and applicable laws of the Republic of the Philippines:

AND WE HEREBY CERTIFY:

ARTICLE I. Partnership Name: That the name of this partnership shall be

_______________________________________________________ and shall transact
business under the said company name.

ARTICLE II. Business Purpose: That the purpose/s for which this partnership is
formed is/are:

_______________________________________________________

_______________________________________________________

_______________________________________________________

ARTICLE III. Principal Place of Business: That the principal place of business of
this partnership shall be located at:_______________________________________________

ARTICLE IV. Term of Existence: That this partnership shall have a term of ____ (_)
YEARS from and after the signing of the Articles of Partnership.

ARTICLE V. Partners’ Circumstances: That the names, nationalities and complete

residence addresses of the partners are as follows:

Namev Nationality Complete Residence Address

ARTICLE VI. Capital Contributions: That the capital of this Partnership shall be the
amount of ___________________ (__________), Philippine Currency, contributed in cash by
the partners, as follows:

Name Amount Contributed

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

That no transfer of interest which will reduce the ownership of Filipino citizens to less
than the required percentage of capital as provided by existing laws shall be allowed or
permitted to be recorded in the proper books of the partnership.
 ARTICLE VII. Sharing Ratios: That the profits and losses of this partnership shall be
divided and distributed proportionately on the ratio of the capital contribution of each partner.

ARTICLE VIII. Salaries and Drawings: That 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.

ARTICLE IX. Management: That the voting powers of the partners shall be
proportionate to the capital contributions of the partners.

That 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 majority of the partners given in a meeting called for that purpose, a partner
may not, 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.

That this partnership shall be under a General Manager, who shall be elected by and
from among the members of the partnership, and shall be in charge of the management of the
affairs of the company. He shall have the power to use the partnership name and in otherwise
performing such acts as are necessary and expedient in the management of the firm and to
carry out its lawful purposes subject to the review and ratification of at least a majority of the
members of the partnership in a meeting called for that purpose. The General Manager shall
also be responsible for the hiring, training, and shifting of all store employees, including the
store managers.

That a Partnership Secretary shall be elected by and from among the members of the
partnership, who shall keep and safeguards the records and books of the partnership, and
ensure that compliance obligations under relevant laws and the requirements of regulatory
authorities are met.

That the Finance Manager, who shall be elected by and from among the members of
the partnership, shall ensure the financial health of the partnership. He shall maintain the funds
of the partnership, and shall manage all financial matters of the partnership including taxes.
The Finance Manager shall keep financial books on a fiscal year basis, and shall be closed
and balanced at the end of each fiscal year. An audit shall be made as of the closing date. The
Finance Manager shall likewise represent the partnership in the monthly financial audit with the
representatives from Philippine Seven Corporation.

ARTICLE X. Banking: That 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
are to be made upon checks signed by the Finance Manager. However, for purposes of
convenience, the members of the partnership by a majority vote, may authorize the Finance
Manager to deposit the funds of the partnership to an account under his name.

ARTICLE XI. Voluntary Termination: That the partnership may be dissolved at any
time by a two-thirds vote of all the partners in a meeting called for that purpose, 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 equalize the capital accounts of the partners; and
(e) to discharge the balance of the capital accounts of the partners.

ARTICLE XII. Death: That upon the death of a partner, his successors and heirs shall
become the new members of the partnership in their own right. If the deceased partner died
without an immediate heir, the surviving partners may exercise the right to purchase the shares
of the former in favor of his estate.

ARTICLE XIII. Undertaking to Change Name: That the partners undertake to

change the name of this partnership, as herein provided or as amended thereafter,
immediately upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation, partnership or person has acquired a prior right to the use of that
name or that the name has been declared as misleading, deceptive, confusingly similar to a
registered name, or contrary to public morals, good customs or public policy.

ARTICLE XIV. Arbitration: That any controversy or claim arising out of or relating to
this Agreement, or the breach hereof, shall be settled by arbitration in accordance with R.A.
9285, otherwise known as the Alternative Dispute Resolution Act of the Philippines, and
judgment upon the award rendered may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this ____ day of
______, 20___, at ________.

______________________ _______________________
(name of partner) (name of partner)
TIN TIN

______________________ _______________________
(name of partner) (name of partner)
TIN TIN

______________________ _______________________
(name of partner) (name of partner)
TIN TIN

______________________ _______________________
(name of partner) (name of partner)
TIN TIN

______________________ _______________________
(name of partner) (name of partner)
TIN TIN

(Names and Signatures of the partners and TIN)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

____________________________) S.S.

BEFORE ME, a Notary Public, for and in _________________, this ____day of

_________, 20___, personally appeared the following persons:

Name TIN/ID/Passport No. Date & Place Issued

known to me and to me known to be the same persons who executed the foregoing Articles of
Partnership constituting of _____pages, including this page where the acknowledgement is
written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above written.

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
series of 20 ______.