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PARTNERSHIP DEED

BETWEEN

1. 1. __________, son/daughter/wife of __________, of __________, PAN __________ ("First Partner");

1. 2. __________, son/daughter/wife of __________, of __________, PAN __________ ("Second Partner");

together the "Partners", each a "Partner".

RECITALS

NOW THIS DEED WITNESSES AS FOLLOWS.

1. 1. NAME AND CONSTITUTION

1. 2. NATURE OF BUSINESS

1. 3. DURATION

1. 4. CAPITAL

4.5 A Partner's capital account shall be credited with the capital contributed and any further sums the Partner brings in with the consent of the other Partners, and debited with any sum withdrawn from capital, in each case with interest, if any, as stated in clause 6.

1. 5. CURRENT ACCOUNTS AND DRAWINGS

5.1 A separate current account shall be maintained for each Partner, to which that Partner's share of profit is credited and remuneration, if any, and drawings are debited. No Partner shall draw from the Firm beyond that Partner's credit balance without the consent required by clause 11.

1. 6. PROFIT AND LOSS SHARING, AND INTEREST ON CAPITAL

1. 7. ACCOUNTS

7.1 The Firm shall maintain proper books of account at its principal place of business, open to inspection by every Partner at all reasonable times. The accounts shall be made up to 31 March each year, and a statement of accounts for the year shall be placed before the Partners and, once approved, is binding on them save for manifest error found within ninety days.

1. 8. BANK ACCOUNT

1. 9. MANAGEMENT AND CONDUCT OF BUSINESS

9.3 Every Partner shall devote so much of their time and attention to the business of the Firm as the proper conduct of that business reasonably requires, act honestly and in the interests of the Firm, and account to the Firm under sections 9 and 16 of the Indian Partnership Act, 1932 for any benefit derived without the other Partners' consent from a transaction of the Firm, from the use of its property, name or business connection, or from a competing business.

1. 10. WHAT NO PARTNER MAY DO WITHOUT CONSENT

10.1 Without the consent required by clause 11, no Partner shall, on behalf of the Firm: open or close a bank account; borrow money or stand as surety beyond the ordinary course of the Firm's business; sell, mortgage or otherwise deal with any immovable property of the Firm; admit a new Partner; compromise or refer to arbitration a claim by or against the Firm exceeding the ordinary course of its business; or enter into a partnership on behalf of the Firm with another person.

1. 11. MAJOR DECISIONS

1. 12. RETIREMENT OF A PARTNER

1. 13. DEATH, INSOLVENCY OR PERMANENT INCAPACITY OF A PARTNER

1. 14. EXPULSION OF A PARTNER

14.1 A Partner may be expelled from the Firm by the consent required by clause 11, exercised in good faith, for persistent breach of this Deed, conduct prejudicial to the business of the Firm, or conviction for an offence involving moral turpitude, and only after that Partner has been given written notice of the grounds and a reasonable opportunity to be heard, consistently with section 33 of the Indian Partnership Act, 1932. The expelled Partner's share shall be settled as stated in clause 15.

1. 15. SETTLEMENT OF AN OUTGOING PARTNER'S SHARE

15.1 Where a Partner ceases to be a Partner by retirement, expulsion, or death, insolvency or incapacity under an option in clause 13 that continues the Firm, that Partner's share shall be determined by valuing the assets and liabilities of the Firm, including goodwill, as on the date of ceasing to be a Partner, and shall be paid to that Partner or that Partner's legal representative within ninety days of that valuation, together with interest at the rate stated in clause 6, if any, on the balance from that date until payment, unless the Partners agree otherwise in writing. Sections 37 and 48 of the Indian Partnership Act, 1932 apply to the extent this Deed does not otherwise provide.

1. 16. RESTRAINT ON COMPETING BUSINESS

1. 17. ADMISSION OF A NEW PARTNER

17.1 No person shall be admitted as a Partner except with the consent required by clause 11, and only by a supplementary deed of reconstitution executed by the continuing Partners and the incoming Partner, recording the incoming Partner's capital, profit share and the reconstituted profit shares of the continuing Partners.

1. 18. DISSOLUTION

18.1 Where clause 13 provides for dissolution on a Partner's death, insolvency or incapacity, or where all the Partners agree in writing to dissolve the Firm, or where dissolution otherwise occurs by operation of the Indian Partnership Act, 1932, the Firm shall be wound up, its assets applied and its accounts settled as between the Partners in accordance with sections 46 to 55 of that Act.

1. 19. REGISTRATION

1. 20. STAMP DUTY

1. 21. DISPUTE RESOLUTION AND GOVERNING LAW

1. 22. GENERAL

22.1 This Deed is the entire agreement between the Partners about the constitution of the Firm and supersedes all prior discussion, whether oral or in writing.

22.2 No amendment is effective unless made in writing and signed by every Partner, or by the consent required by clause 11 where this Deed itself permits that lesser consent for a particular matter.

22.3 If any provision is held invalid or unenforceable, the rest of this Deed continues in effect.

SIGNED by the FIRST PARTNER
__________

Signature: ______________________________

SIGNED by the SECOND PARTNER
__________

Signature: ______________________________

WITNESSES

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