Today, _____________________________________

appear before me, notary ___________ ___________

1. Dutch passport holder No ___

2. Dutch passport holder No ___

The appearing, hereinafter referred to as "partners", with each state as

of ___________ a partnership to be entered under the following
provisions:

Name, purpose and duration

Art. A (possibly).

1. The partnership does not occur under a common name (or) acts
under the name: ___________

2. The partnership aims to exercise on behalf of all the action (or

holding) of ___________

Art. 2.

The partnership is for an indefinite period.

Speeches

Art. 3.

1. The company brings its total work force ___________ in the other
partner brings ___________ ___________ part of its work force. Moreover,
each partner in the firm in what is described in a document attached to
this annex, signed by the parties (Annex 1). This contribution is made
in economic terms (input to the balance sheet), unless otherwise
indicated.

2. Additional input can only with the cooperation of a partner made.

3. Goods which are legally made subservient to the partnership

become part of company assets.

4. Each of the members is half the assets of the partnership right.

Capital account and private accounts

Art. 4.

1. Each partner receives for his contribution in cash and / or property

claim against the partnership of the amount established by mutual
agreement to establish the amount of his contribution to the subject of
hidden reserves. For this he credited to a capital account.

2. Annually notify the partners will jointly determine which part of

everyone's bonus is added to everyone's capital account. Moreover,
each partner for his share of the profit or loss for the past year on his
private account is credited or debited, when the share is determined.

3. The private account is debited for the amounts listed under Article 9.

Competition

Art. 5.

1. A shareholder may only with the written consent of a partner outside

the partnership related activities directly or indirectly compete with the
partnership.

2. In the previous paragraph also applies to the company which, after

dissolution of the partnership, the activities of the partnership does not
continue. Some apply only to the period of ___________ years after the
dissolution and only ___________ within a radius of kilometers from the
location address of the partnership.

3. The partner under 1. certain acts, forfeit an immediately payable

penalty of ___________ for each day the violation occurs.
Notwithstanding the penalty still required to comply with the provisions
of paragraph 1 and for reimbursement of expenses, damages and
interests.

Art. 6.

A partner can share in, or rights to the assets of the partnership does
not alienate or encumber.

Governance and representation

Art. 7.

1. The company's board authorized ___________ (or) Each board

member is entitled.

2. The Board is authorized to Partner acts for and on behalf of the

Partnership to carry out reasonably to achieve the goal may be
appropriate.

3. Notwithstanding paragraph 2, the cooperation of both partners is

required for:

a. an act which the financial interest of an amount exceeding

___________;

b. sale, lease, rent and lease, exchange, acquisition and alienation and
encumbrance of real property;

c. loan, credit agreement and guarantee;

d. litigation and legal proceedings in resignation;

e. settlement, conciliation, arbitration and the order to issue a binding

decision;

f. contract, its modification and its termination by notice, unless it

concerns dismissal;

g. granting of procuration and its withdrawal, except in respect of a

withdrawal in case of emergency.

Activities

Art. 8.

1. The members mutually regulate their activities, their holidays and

vacations. They account for each member more than ___________
working days per calendar year.

2. During illness a company retains its right to its share of the profits
unless the disability was caused by one third, being liable, at least so
far as liability of the insurer or third last.

3. Each partner must, on behalf of the partnership, insure against the

financial consequences of illness for more than three months up to a
period of two years, insurance related to sickness for more than two
years duration, will be borne by the respective partner.

4. In case of illness must respect thereof are paid, including benefits

under any Incapacity, be paid to the partnership.

Financial year, accounts, profit and loss

Art. 9.

1. The financial year coincides with the calendar year.

2. An annual financial statements prepared in accordance with

standards in society are considered as acceptable. In verband
daarmede wordt in onderling overleg een accountant benoemd. In
connection therewith shall be agreed between auditor.

3. The statements by the partners jointly established within ___________

months from the end of year and to prove it signed by them. If within
three months after the financial statements communicated to the
shareholders has been writing any objections to the financial
statements submitted shall be deemed to have been fixed.

4. Each member is paid an annual interest rate on the balance in his

capital account at the beginning of the year except during the
extraordinary years changes took place, in which case this rule is
waived by mutual agreement. The interest is equal to the statutory
interest on the former date. The interest is payable by the Partnership
and is made in favor of private accounts of the company, once it is
established.

5. On the balance of the private accounts are not remunerated, or

deducted, provided that it is payable on amounts included in breach of
the provisions of paragraph 7 of this article.

6. 6. De winsten en verliezen worden door de vennoten genoten en

gedragen als volgt: Profits and losses are enjoyed by the members and
act as follows:

by the company ______________________%

% by the company ______________________%

7. Annually notify the members determine the monthly amount they

charged to their private accounts should be recorded as advances.
Inclusion of other amounts charged to the private account or the
capital account may only be performed in concert. Inclusion as
intended here is not allowed as far as the activities of the partnership
and the funding would seriously hamper.
8. If private accounts following adoption of the accounts is in debit, it
should immediately be discharged.

Dissolve partnership

Art. 10.

1. The partnership is dissolved:

a. by an agreement of shareholders;

b. terminated by a partner, subject to subparagraph e;

c. by the death of a member;

d. by filing bankruptcy or suspension of payment by a member or

fulfillment of a request by a member of the court to declare the
applicable rules of the debt under Art. 284 And if one partner the
freedom to manage his power loses all or almost all, including those
under administration of all or almost all his power;

e. terminated by a company if, considering the behavior of the other

partner, in all fairness can not be demanded of him that he continues
the partnership;

f. by divorce or separation from bed and unless otherwise agreed to

celebrate it.

2.

Art. 11.

If the partnership is dissolved because one of the Article 10 paragraph

1 subparagraph b.. to f. said circumstances occur in respect of any of
the partners, the current business (professional) transferring partner -
in the cases sub 1c / d and 2c, the member who referred to therein
situation does not apply - the law the continued activities of the
partnership under the provisions of Article 12.

Continue taking over and stay

Art. 12. Art. 12.

1. The partner to whom the right belongs in Article 11 shall, within two
months following the termination in writing notify the former co-
partner or his successors that he intends to use the law, on pain of
forfeiture of the right.

2. The right means to be alone or with others the activities of the

company to continue under the obligation (also a right) all of the
partnership vermogen associated assets to take over themselves to
laten confer or, as the debts, accounts for to take the other partner or
his successors in money to pay the value of his share in this wealth, to
establish the same manner as in Art. 4 paragraph 1, thus respecting
the non-contribution of the hidden reserves.

3. Among those assets are those that are only in economic terms in the
partnership are inserted unless reasonableness and fairness are
opposed.

4. The company, which makes use of the right to continue, the right to
purchase provided for in paragraph 2, regarding legal commons
replaced with the right to the (delayed) stays of those assets to him,
provided a subsequent declaration addressed simultaneously is made
with the notice referred to in paragraph 1. By that statement those
assets stay with him under similar obligations attaching to the right of
purchase or assignment, so obligatory retroactive to three days after
the dissolution, unless the parties choose a different time in
consultation.

5. The partners mutually give irrevocable authority on behalf of the

principal or his successor (s) to cooperate in the transfer of the
necessary supplies remained.

Art. 13.

In determining the value of the share referred to in Article 12, an

(interim) financial statements prepared on the situation on the day the
company ended.

Further, all assets (including goodwill) and liabilities are taken into
account for fair value in accordance with Art. 12 lid 2. 12 paragraph 2.

Art. 14.

1. The benefit provided for in Article 12 paragraph 2 is immediately

payable and will be made to those under this agreement the creditor,
even if the claim falls within any community.

2. Notwithstanding the provisions of paragraph 1 may be the person (s)

that are required benefit for important reasons, considering the
interests of both parties desire that the due and legal interest only
over a certain amount of time, either suddenly, or in time, need to be
accomplished. In that case, the benefit agent (s) required corporate or
personal surety for the payment due.

3. 3The first period as provided under 2 will be at least equal to those

caused by the dissolution to pay income tax.

Art. 15.

If not continue after the dissolution occurs, the partnership

expeditiously settled by the partners or their assignees.

Administration

Art. 16.

1. All books, records and other, including electronic sources of

administrative data of the partnership remain at least ten years under
the custody of the partners who continue the activities.

2. If no extension occurs, the depositary designated by the parties or

by fate.

3. The custodian is required to all interested parties access to the

documents mentioned in paragraph 1 to grant them to stand on their
own account, copies or extracts thereof.

Disputes

Art. 17.

1. All disputes in respect of this partnership between parties arise, be

resolved by one or three arbitrators, who shall be appointed and will
judge pursuant to the regulations of the Dutch Arbitration Institute
(NAI).

2. A dispute exists when one party has made its presence.

3. The arbitrators shall always have their rule in the form of a binding
opinion. It is an imperative at the unanimous request of the parties.

Cost

Art. 18.

All costs relating to the establishment of the partnership, including

those of this Act, shall be borne by the partnership.

Furthermore, the state appearing:

The activities the partnership will be developed from the ___________

and address

The first fiscal year ending on ___________

Appearing to be me, notary known.

This deed to ___________ on the date as at the beginning of this deed is

given.

Business after stating the contents of this Act to the persons

appearing, they unanimously declared the contents of this deed are
aware and fully read it not to insist.

Then this deed restricted reading and appearing by me, notary.