ARTICLES OF ASSOCIATION

These Articles of Association (the Agreement) are made and effective this 2nd day of October, 2009,
BETWEEN: Akley Olton (the 'First Partner'), an individual with his main address at: 6th Avenue, Wanstead Terrace, St Michael
AND: Brook-Elliott Gill (the 'Second Partner'), an individual with his main address at: Top Rock, Christ Church, BB15016.

The parties agree to be partners under and by the name of MEKWAY PRODUCTIONS and to engage in the business of film production, according to the following terms and provisions:

1. DURATION
The partnership association will commence on the execution of this agreement and continue until December 22nd, 2009, or for such time as the partners may then see fit.

2. CONTRIBUTION
Each of the partners is contributing skill, time, and labour to the partnership, and it is understood that each partner will receive an equal share of any revenue that may be earned through the ventures of MEKWAY PRODUCTIONS.

3. MANAGING PARTNER
To conduct and manage the affairs of the partnership, both Akley Olton and Brook-Elliott Gill shall be managing partner. Akley Olton and Brook-Elliott Gill shall have the full authority to conduct, manage, operate, and arrange all the business affairs of the partnership, to hire and fire other employees needed to carry on the business, determine the wages and make contracts with the employees, enter into other contracts in the name of and for the partnership, and in general do anything ordinarily done by the manager of a business.

4. BOOKS OF ACCOUNT
One member of the partnership shall keep the books of account, and these books shall be open to examination by either member at any reasonable time. Entries shall consist of all money received and expended in and about the business, as well as all equipment or other material purchased for the partnership with partnership funds, and all other matters involving money of the partnership.

5. DIVISION OF PROFITS
At the end of each year, or at such time as the partners may decide, any profits of the partnership shall be distributed in the following proportions:

Brook-Elliott Gill–50%
Akley Olton – 50 %

It is agreed, however, that the expenses of the business shall be borne equally and that all operating expenses shall be deducted before profit is determined.


6. AMENDMENTS
It is agreed that this partnership agreement may be amended at any time, or from time to time, in the judgement of the partners, but such amendments shall be formal and written and signed by both partners.

IN WITNESS WHEREOF, the parties have executed this agreement at The Errol Barrow Centre for Creative Imagination the day and year first above written.



We, the undersigned, do hereby acknowledge the creation of this partnership and agree to the aforementioned stipulations of the agreement.


FIRST PARTNER SECOND PARTNER


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Akley Olton Brook-Elliott Gill




WITNESS


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