Partnership Agreement

This agreement was made on the 14th day of February of 2011 between: Alex Theessen and Ryan Roukema

Referred to hereafter as the Partners. NAME AND BUSINESS OF PARTNERSHIP 1.01 The Partners agree to carry out a business of residential and/or commercial painting and other closely related home renovation and maintenance jobs under the name, Class Act Painters (the Partnership). No other person may be introduced as Partner and no other business may be carried on by the partnership without the consent in writing of all the Partners. 1.02 The principal place of business of the partnership is presently: 19630 Wakefield Drive, Langley, British Columbia TERM 2.01 The Partnership begins on the 14th day of February and continues until terminated in accordance with this agreement. PARTNERSHIP SHARES AND CAPITAL 3.01 The Partners shall participate in the assets, liabilities, profits and losses of the partnership in proportion to their equal shares in the company (their Partnership Shares) Alex Theessen Ryan Roukema Total -50 -50 100

3.02 If further capital is required to carry on the Partnership business, the partners shall contribute it as required in proportion to their respective Partnership Shares. 3.03 Withdrawals from the company must be done so equally be both partners at all times. If one partner decides to withdrawal more than the other, he will do so on loan from the company at interest rate equal to the companies weighted average borrowing rate.

BANKING ARRANGEMENTS AND FINANCIAL RECORDS 4.01 The Partners shall maintain a bank account in the name of the Partnership business 4.02 Partners shall at all times maintain full and proper accounts of the Partnership business accessible to each of the Partners at any time on reasonable notice. MANAGEMENT OF PARTNERSHIP BUSINESS 5.01 Both Partners may take part in management of the Partnership business 5.02 Any difference arising in the ordinary course of carrying on the Partnership business may be corrected by use of an arbitrator mutually agreed upon by the Partners. The decision of this arbitrator is final and binding on the Partners with no right of appeal. PARTNERS DUTIES AND RESTRICTIONS 5.01 Each partner shall devote all of his ordinary working time to carrying on of the business of the Partnership. 5.02 Each of the Partners agrees not to impede the ordinary course of carrying on the Partnership business or any other parties ability to advance the Partnership business. 5.03 The absence of one or more partners cannot withhold the remaining partner(s) from operating the business. TERMINATION OF PARTNERSHIP 6.01 Upon death of one of the owners, his or her shares of the company and all assets associated with the company are turned over to the surviving Partner(s). 6.02 In the event of any Partner becoming mentally incompetent so found by a court of law, his or her shares are turned over to the surviving member(s). 6.03 If only one Partner wants to leave the Partnership business, all Partners will attempt to agree on the value of the asset and the leaving partner will be bought out of their share. If the owners cannot agree on a price the remaining partners set a max price that they will pay the leaving partner for an asset and the leaving partner can attempt to sell the asset for more than the remaining parties price. If a sale is completed above the price the proceeds of the sale are split according to the share of ownership. 6.04 No single asset with a book value under $75 can leave the company or be compensated for in the event of any Partner leaving the company. 6.05 If a Partner desires to leave the Partnership business then he must submit to the remaining partners his intentions in writing with date and signature two months before his departure from the Partnership business.

6.06 If a partner fails to provide a the written notice dated and signed on time, the remaining partner will be given three months from either the date that a written notice of departure is given, if it is given OR three months from the date of the leaving Partners departure to compensate the leaving partner. 6.07 On the event of a Partner desiring to leave the Partnership business while the remaining partner would like to continue the business the following must occur: i. The leaving partner will be compensated for his share in the business according to the terms in this agreement. iii. The leaving partner will be given 5% of the next fiscal years net profit. If the business is terminated before such point, the leaving partner will be compensated 5% from the net profits made since the date of departure, up to a year total. 6.08 A Partner may leave in the event of the death of a close friend or family member for an undetermined amount of time as agreed upon by the Partners. If a dispute arises about whether or not a partner should be able to take absence or for how long, an arbitrator mutually agreed upon by both partners may be requested for a final decision on the matter. 6.09 In the event of a Partner leaving the Partnership business and the remaining Partner continuing to operate the business, the leaving Partner may not open a business of a similar nature in the Greater Vancouver or Fraser Valley area. 6.10 In the event that both Partners desire to dissolve the Partnership business, assets will be liquidated and split according to their respective shares in the Partnership business. MISCELLANEOUS 7.01 The capitalized headings of this agreement are only for convenience of reference and do not form part of or affect the interpretation of this agreement. 7.02 The terms of this agreement may only be amended in writing dated and signed by all the Partners 7.03 This agreement is governed by the laws of the Province of British Columbia SIGNED this 14th day of February of 2011

____________________ Alex Theessen

____________________ Ryan Roukema