PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made and entered at Hyderabad on this 09th

day of January,2010 between:

1. _______________, S/D/o _______________, aged _________, R/o.

_______________________________________________________________herei
nafter called the Party of the FIRST PART (which term and
expression shall include and mean her heirs, assigns, legal
representatives, successors, administrators etc.); and

2. _______________, S/D/o _______________, aged _________, R/o.

_______________________________________________________________herei
nafter called the Party of the SECOND PART (which term and
expression shall include and mean his heirs, assigns, legal
representatives, successors, administrators etc.) and

3. _______________, S/D/o _______________, aged _________, R/o.

_______________________________________________________________herei
nafter called the Party of the THIRD PART (which term and
expression shall include and mean his heirs, assigns, legal
representatives, successors, administrators etc.) and

1
 ** 2 **

WHEREAS the Parties of the FIRST PART, SECOND PART and THIRD PART have
agreed to carry on the business of
a) ___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
____________________________________________
b) ___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
__________________________________________________
c) ___________________________________________________________________________
___________________________________________________________________________
_______________________________________________________

WHEREAS all the Parties hereto desire that the terms and conditions of the
parties be reduced in writing in order to avoid any dispute or ambiguities in
future as per the provisions of the Indian Partnership Act, 1932.

2
NOW THEREFORE THIS DEED OF PARTNERSHIP WITNESSETH AS
FOLLOWS:

1. NAME OF THE FIRM: That the name of the Partnership Firm shall be
____________________.

2. COMMENCEMENT: That the Partnership shall be deemed to have

commenced with effect from the date of this deed.

3. OBJECTS: Following are the objects of the firm

a) ____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
__________________________________________
b) ____________________________________________________________________
______________________________________________________
c) ____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
__________________________________________

The above objects may be modified or changed to suit the changed

environment in which the firm will be operating at that point of time in future
or take up any new objects apart from those listed above which may be
beneficial to the firm to pursue and for the common good of the firm as
decided and agreed to by all the partners from time to time.

3
4. PLACE: The business of the partnership shall be carried on at
_________________ ______________________or at such other place or places as
may be decided by the partners from time to time. The partnership can
open any branch office within India or abroad at any time at any place
from time to time

5. CAPITAL AND LOANS: The partners shall contribute to the initial capital of
the firm such sum as may be required and further capital may be
contributed from time to time as per the requirements of the business and
such contributions can be capital or loans or otherwise and may be
contributed by the parties hereto as may be required in such proportions
and on such terms mutually agreed to from time to time.

6. MANAGEMENT. That the Partnership shall be managed and supervised by

the Party of FIRST PART and SECOND PART who shall be the MANAGING
PARTNERS and the Party of the THIRD PART shall be a WORKING PARTNER.
All the partners are equally liable for all the acts, things done by the firm
which are done on behalf of the firm in the ordinary course of the business
of the firm. Any partner shall be entitled to appear before any authority on
behalf of the firm duly authorized, if required and can do any lawful act on
behalf of the firm, which shall be binding on all the partners

7. SHARING OF PROFITS AND LOSSES: That the profits and losses of the
partnership shall be shared between the parties in the ratio of ___:___:____
after deducting all the expenses of the business duly incurred in the

4
 ordinary course and for the purpose of business including the
remuneration, commission and interest payable to the partners.

8. WITHDRAWALS. That the parties may by mutual consent make

withdrawals from time to time for their personal needs and requirements
which shall be treated as their personal drawings and be adjusted against
the share of profit accruing to them at the end of each year.

9. SALARY: All the Partners of the firm are entitled to such monthly
remuneration for the services rendered by them to the firm as may be
mutually agreed upon by the Parties hereto. The remuneration so paid or
by whatever name it is called for the services rendered by the partners to
the firm shall be subject to Section 40(b)(v) and any other applicable
provisions of the Income Tax Act,1961. Such remuneration shall be paid on
a monthly basis or in the event of non- payment of the same during the
year, the same will be credited to the respective current accounts of the
Partners at the close of the accounting period when final accounts of the
partnership are drawn up. It is specifically agreed to/ by and between the
partners that in the event of the firm incurring losses during the relevant
previous year the remuneration payable to the working partners shall be
restricted in accordance with the provisions of the Section 40(b)(v) of the
IT Act,1961 and they shall be paid accordingly. The partners of the firm by
mutual consent/agreement increase or reduce or revise the remuneration
amongst them.

10. INTEREST ON CAPITAL. Partners shall not be entitled to any interest on

initial capital as mentioned in Para 5 above. Any contribution over and
above the initial capital shall be entitled for interest @ 12% p.a.

5
11. BANK ACCOUNTS: That the Bank Account or Accounts of the partnership
shall be opened in the name of the firm and the same shall be operated
jointly by PARTY OF FIRST PART and PARTY OF THE SECOND PART. All the
sums received by the firm whether in cash or through cheques or other
negotiable instruments shall be deposited in the bank account of the firm
or cash may be retained for the current expenses of the business of the
partnership as required. The firm may borrow from banks such amounts
as may deem fit for the purposes of the business with the mutual consent
of both the partners.

12. ACCOUNTS. Proper books of account as are commonly maintained in this

line of business shall be maintained and caused to be maintained by the
partners and entries shall be made therein of all such transactions as are
usually entered in the books of accounts. The accounts shall be open to
inspection to the partners who shall also be entitled to take extracts and
copies there from as they deem fit. Such accounts maintained in regular
course shall be binding on both the partners unless any manifest error is
pointed out in writing by the parties within reasonable time, in which case
the same shall be rectified.

13. ANNUAL ACCOUNTS. That on 31st March of every year the Profit and Loss
Account and the Balance sheet shall be drawn up and the net profit or loss
of the partnership as determined shall be duly adjusted among the
partners in the proportions as set-forth Para 7 above. The first accounting
year ending of the firm shall be 31st March XXXX<YEAR>.

14. AUDITING OF ACCOUNTS: That the accounts of the firm may be audited, if
required under the applicable laws at the end of each financial year by a
practicing Chartered Accountant.

15. That all the partners shall:

(a) Carry on the partnership business to the greatest common
advantage.
(b) Be just and faithful to one another and render true account and full
information of all the things affecting the partnership to one
another.
(c) Be liable for their separate and private liabilities and the firm will
not be responsible for the personal liabilities and debts of the
partners.

16. That all the acts, deeds and things done in the good faith by any one party
or parties hereto either done in his or her own name or in the name of the
partnership in connection with or in furtherance of the partnership shall be
deemed to have been done by him or them on behalf of all the parties
hereto and this partnership and the other parties shall be duly bound
thereby.

17. No Partner shall without the consent and concurrence in writing of the
other shall
a) Compound, assign, release any debt due to the partnership,
b) Assign, mortgage or charge his or her interest or share in the
Partnership

6
c) Engage in any transactions with any person, firm or company whom
the other partners requested the dealing partner not to deal or trust in
any business transactions previously

7
18. DEATH. In case of death of any of the parties, the legal heirs shall be
entitled to become the partner of the firm along with the surviving partner.
In case the legal heirs are not ready to become a partner, then an
assessment of all the assets and liabilities of the firm shall be made as on
the date of the death and the balance of the capital as well as the
profit/loss shall be paid to the legal heir as per the books of account of the
firm and as per the assessment made.

19. MISCONDUCT. If any partner of the firm is guilty of any misconduct

affecting the firm or the other parties, the other party may notify in writing
such party who, shall make amendment for such misconduct to the
satisfaction of the other parties within a reasonable time of such notice,
otherwise he shall be deemed to have automatically retired from the
partnership of the firm and his rights and liabilities shall have been
determined accordingly as provided already.

20. GOODWILL AND RETIREMENT: The goodwill of the firm shall belong to all
the parties. Any partner desirous of retiring may so retire by serving a two
months notice in writing to the firm as well as to the other partners of the
firm and the accounts of the Partnership shall be closed as on that date.
The account of the outgoing Partner shall be either settled immediately or
within such time or as at the closure of accounts as agreed between the
parties herein above.

21. All the partners have a right to demand for dissolution of the firm at any
time.

22. TERMINATION. That on the termination of the partnership, the parties

hereto shall cause a full and accurate inventory to be prepared of the
affairs of the partnership taking into account all the assets, liabilities
existing or contingent as well as the goodwill of the partnership. Losses
including deficiencies of capital be paid first out of profits, next out of
capital and lastly, if necessary buy the parties individually in the
proportions to which they were entitled to share profits. The assets of the
firm including any contribution by the parties to makeup deficiencies of
capital shall be applied in the following manner order:
i. in paying the debts of the firm to third parties.
ii. In paying to each partner ratably what is due to her or him
from the firm for advances as distinguished from capital.
iii. The residue, if any shall be deviated among the partners in
the proportions in which they are entitled to share profits.

23. DISSOLUTION: It is expressly agreed that the firm shall not be dissolved by
reason of death or insolvency of a partner and shall continue with the legal
heirs of the other partner.

24. ARBITRATION: That in the event of any dispute between the parties or
their legal representative about the interpretation of this deed of their
rights and liabilities there under or any matter whatsoever touching upon
the partnership affairs whether in course or on or about termination of the
partnership or thereafter shall be settled by arbitrations and the provisions
of the Arbitration and Conciliation Act, 1996 shall in that behalf apply.

8
25. The provisions of Indian Partnership Act, 1932, as amended to date shall
govern the matters not specifically provided in this deed, unless otherwise
mutually decided.

26. Not withstanding anything stated or provided herein, the partners shall
have full rights and discretions to modify, alter, abandon or vary the terms
and conditions of this partnership deed according to the necessities of the
business convenience of the Partners in any manner whatsoever they
think fit by mutual agreement and such modification, alteration etc. shall
be by way of a Supplemental deed and the same shall form part of this
Deed.

SIGNED AND DELIVERED by _________________, the party of the FIRST PART

SIGNED AND DELIVERED by __________________, the party of the SECOND PART

SIGNED AND DELIVERED by ___________________, the party of the THIRD PART

Witness: