PARTNERSHIP DEED

THIS PARTNERSHIP DEED made this 16th day of October, 2005 by and between:

_________________________of the First Part.

                                                                          AND

_________________________ of the Second Part.

                                                                      WHEREAS

The Parties have agreed to enter into Partnership between themselves on the terms and conditions appearing herein below:

NOW, THEREFORE, THIS PARTNERSHIP DEED WITNESSES AS UNDER:

1.         The name of the firm shall be ____________________________ and the firm shall operate under the said name and style.

2.         The principal  place of  business of the firm shall be at _________________________________ or at such other place as the Partners may consider appropriate.

3.         The business of the Partnership, shall be to trade in general merchandise, import and export any type of goods permissible under the law, do tendering business, to set up industrial units, do manufacturing, import and export such manufactured goods, transact trade and commerce, provide services to financial institutions/banks and do any other lawful business permissible under the law.

4.         The bankers of the firm shall be as the Partners may decide. Accounts of the Partnership shall be opened and operated by the Partners jointly.

5.         The capital of the Partnership shall be  the sum of Rupees Twenty Thousand Only (Rs.10,000.00) and shall be provided by and belong to the Partners as follows :

            i)    ___________________            Rs.             and

            ii)   ___________________            Rs.

If at any time hereafter any further capital is required for the purposes of the Partnership the same shall, unless otherwise mutually agreed, be contributed by the Partners in the above proportion.

6.         The profit and loss of the business (including loss of capital) shall be divided and borne by the Partners in the proportion specified in clause 5 above.

7.         All necessary and proper books of account shall be kept by the firm and on the 30th day of June in each year a general account shall be taken of all the assets and liabilities and of the profit or losses of the Partnership (including therein profits and losses earned or incurred but not actually received or paid) for the preceding year and shall be signed by the Partners.

8.         All accounts signed under Clause (7) hereinabove shall be conclusive and final between the Partners as to all matters stated therein unless some manifest error is discovered within three months after the signing thereof in which case such error shall be rectified.

9.         As soon as the annual general account has been signed by the Partners the net profits (if any) shall be divisible between them in accordance with the provisions of this Deed.

10.       Each Partner shall devote as much time as is required to the Partnership business and shall punctually pay and discharge his separate debts and engagements and indemnify the other Partner and the Partnership assets against the same and all proceedings, costs, claims, or demands in respect thereof.

11.       Each Partner shall be just and faithful to the other Partner in all transactions relating to the Partnership business and at all times give to the other a true account of such dealings.

12.       Neither Partner shall without the consent of the others :-

            a.         Engage or be concerned or interested either directly or indirectly in any competitive business, or occupation;

            b.         Dispose by loan, sale, pledge or otherwise of any part of the partnership property;

            c.         Become bail guarantor or surety for any person or do or knowingly suffer anything whereby the partnership property may be endangered;

            d.    Assign or charge his interest in the Partnership.

13.       The Partnership may be determined by either party giving to the other not less than three months notice in writing and on the expiration of such period the Partnership shall terminate accordingly.

14.       The auditors shall prepare accounts of the Partnership up-to the date of the expiration of the notice period specified in clause 13 to determine the respective share and interest of the Partners on such date.

15.        Subject and without prejudice to the express provisions contained herein, on the dissolution of the Partnership hereby constituted the same shall be wound up in accordance with the law relating to partnerships or any other statutory modification or re-enactment thereof for the time being in force but so that each Partner shall have the liberty to bid at any sale of any Partnership assets.

16.        Any notice required to be given hereunder shall be duly given if the same is delivered personally to the Partner to whom the same is intended to be given or left for him at or sent by post by registered letter to his usual or last known place of business or address in Pakistan.

17.       Any dispute arising in connection with the Partnership shall be referred to arbitration under the Arbitration Act,1940 and a single arbitrator shall be appointed by mutual consent of the Partners. In case the Partners fail to mutually agree upon a single arbitrator then the provisions the Arbitration Act, 1940 shall be applicable.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS DEED ON THE DAY AND YEAR AFOREMENTIONED

_______________________          ________________________

Party of the First Part          Party of the Second Part

Witnesses:-

1. ______________________                        2. ______________________