DEED OF PARTNERSHIP

This deed of partnership (The Deed) is made at Lahore on this the ------------------ day of -------------------2011.

BETWEEN

Mr. Malik Mubashir Ahmed, son of -----------------. Resident of ------------------------Johar Town, Lahore (hereinafter refer to as First Party which expression shall include Malik Mubasir Ahmeds successors, partners, legal heirs, representatatives and assigns, unless the context suggest otherwise); Mr. Usman Sakhi, son of -----------------. Resident of ------------------------Johar Town, Lahore (hereinafter refer to as Second Party which expression shall include Usman Sakhis successors, partners, legal heirs, representatatives and assigns, unless the context suggest otherwise);

Mr. Mussawar Ahmed, son of -----------------. Resident of ------------------------Johar Town, Lahore (hereinafter refer to as Third Party which expression shall include Mussawar Ahmeds successors, partners, legal heirs, representatatives and assigns, unless the context suggest otherwise); Mr. Mumtaz Ahmed Umer, son of -----------------. Resident of ------------------------Thokhar Niaz Baig, Raiwind Road, Lahore (hereinafter refer to as Fourth Party which expression shall include Mumtaz Ahmed Umers successors, partners, legal heirs, representatatives and assigns, unless the context suggest otherwise);

(Collectively referred to hereinafter as Parties and individually as Party, unless repugnant to the context or specifically excluded). 1) y RECITALS Partners desire to join together for the pursuit of common business goals.

y y y

Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to register a partnership firm (the partnership) under the Partnership Act 1913 with Registrar of firms.

NOW THIS DEDD WITNESSETH and in consideration of mutual promises contained in this agreement, the parties hereby agree as follow: 2) NAME AND DOMICILE:

The name of partnership shall be PAPERS WORKZ LIMITED. The principal place of business shall be at 40-Abbot Road, Lahore Pakistan, unless relocated by consent of partners. 3) BUSINESS/PURPOSE:

Subject to the limitation set forth in this agreement, the purposes of the Partnership are to engage in following business as follow: y y y 4) y Printing of papers To be filled by mubashir And to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT: That the duration of this agreement shall be at will of partners commencing on --------------day of-------------, 2011 and can be terminated the term of this agreement with the mutual consent of all partners or by operation of the provisions of this agreement. That no partner shall after the signing the deed be allowed to retire from the partnership without the consent of all remaining partners. CLASSIFICATION AND PERFORMANCE BY THE PARTNERS: y 6) All partners shall be classified as active partners. CAPITAL AND CONTRIBUTION IN PROFIT/LOSSES AND LIABILITIES:

y 5) -

The initial capital of the Partnership shall be approximately Rs. 100,000 and each partner shall contribute Rs. 25,000 on------------------day------------2011. Any additional contribution which may require during the course of business shall be determined and established by the mutual consent of all partners. That the distribution of the share of profit or loss or liabilities in partnership will be as follows:

First Party Second Party Third Party Four Party 7) -

25% 25% 25% 25%

DEDUCTION OF BUSINESS EXPENSES:

Following list of expenses shall be deducted from the total receipt/revenue of the partnership for calculation of the profit of the firm. Expenses inter alia include: y y y y y y y y y y y y y y 8) Salaries of Technical Staff / Employees. Commission to outsiders, staff and employees. Rent, Rate and Taxes Electricity, gas, water and telephone Printing and postage Advertisement Distribution expenses Stationary, books, periodicals and newspaper. Entertainment. Manufacturing expenses including lease or rent of machinery and equipment. Travelling expenses. Repair and maintenance. Bad debts. Any other miscellaneous expenses which deemed necessary or incidental for normal course of business activities. AUTHORITY:

No partner shall buy any good or articles or enter in to any contract without the prior consent of all other partners, in case of violation he himself be personally liable and obligated to such transaction and remaining partners have the option to take such goods, articles or accept such contract on account of partnership or let it be the sole property of such partner who shall have obligated himself and acted in his own capacity. 9) BANK ACCOUNTS OF PARTNERSHIP

9.1)

That all financial transactions shall be handled through Partnerships joint bank account(s) requiring signatures on the bank instrument of the Third party AND any two of partners of the said partnership

9.2)

That where the Partnership has provided services on credit to customers, such credit, if not settled by the said customer shall be settled through adjustment in the accounts of the Partnership firm. MANAGEMENT OF PARTNERSHIP

10) -

10.1) 10.2)

That the partnership shall be managed by all the parties as provided below: That in case of disagreement between Parties the matter shall be voted upon between them. In case of a tie, the matter being voted upon shall be deemed not acceptable. That subject to a unanimous resolution to the contrary, any three/two shall be deemed to be empowered to carry out the decision taken by them in respect of the day to day and technical functioning of the Partnership including selection of customers and supplies, supervision and reporting of result, etc. That, however, matters including substantial financial outlay such as selection of instruments and machinery and all other matters including hiring and firing of staff shall be dealt with only with the consent all parties. That in respect of matters upon which the Parties hereto in relation to further investment for the business of the Partnership arrive at a negative conclusion shall deemed to be cancelled/abandoned. That whereby agreement of the Parties or otherwise the Partnership Firm is dissolved, the assets thereof shall be divided in the ratio of the shares of the parties. Consequent upon the dissolution of the Firm and with effect from the date when the assets thereof ceased to be operated for the business of the Partnership, no party hereto shall be entitled to use or employ the name of the Partnership Firm, namely, ------------ for its personal business or advantage. In case the use of the name of the Partnership Firm is desired by any party then the same shall be done with the consent of the other Parties payment of agreed compensation taking which none of the Parties shall have the right to use exploit or employ the name of the Partnership for their individual advantage.

10.3)

10.4)

10.5)

11) -

LEASE OF PREMISES

11.1)

That the partnership shall hire on lease its main, offices and premises for establishment of its production/manufacturing unit through a separate lease deed. That the Partnership may establish such other offices and collection points as may be feasible on such terms as that the Parties accept. DEATH OF PARTNER

11.2)

12) -

12.1)

That the death of any party shall not have the effect of dissolving the Partnership between the Other Parties. That the surviving Parties shall each have the right to purchase the share of the deceased Party or by mutual consent accept a nominee of the legal heirs of the deceased Party to replace the deceased party. That the Parties and the Partnership shall be only liable to pay the share of the deceased Party to the spouse of the deceased Party or if she/he is not available then to their eldest off-spring for distribution between the legal heirs of the deceased. Thereafter, the legal heirs shall have no claim against the Partnership for the share of the deceased Party. PARTY (IES) TO INDEMNIFY FOR WILFUL NEGLECT

12.2)

12.3)

13) -

13.1)

That the PARTY (IES) shall indemnify the Partnership for any loss caused to it by the willful neglect of other party (Parties) in the conduct of the business of the Partnership PROSPERTY OF PARTNERSHIP

14) -

14.1)

That the property of the Partnership shall be held and used by the Parties exclusively for the purposes of the business of the Partnership. PERSONAL PROFIT MADE AT PARTNERSHIP EXPENSE TO BE RE-IMBURSED

15) -

15.1)

That if a Party derives any personal profit for himself/herself from any transaction of the Partnership, or from the use of the property or business connection of the Partnership or its name, he/she shall account for that profit and pay the same to the Partnership. UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTS

16) -

16.1)

That no Party shall without the unanimous consent of the Parties have authority to: (a) (b) (c) (d) (e) (f) File or institute any suit or to initiate and pursue any legal proceedings Open a banking account on behalf of the Partnership in his own name: Compromise or relinquish any claim or portion of a claim by the Partnership: Withdraw a suit or proceeding filed on behalf of the Partnership; Admit any liability in a suit or proceeding against the Partnership; or Enter into partnership or legal relationship on behalf of the Partnership.

17) -

PAYMENT OF INCOME TAX

17.1)

That the parties shall be responsible individually to pay income tax on their individual shares of income and profits. INTRODUCTION OF NEW PARTNERS

18) -

18.1)

That no person shall be introduced as partner into the Partnership without the consent in the writing of the existing parties of the Partnership. DISSOLUTION OF FIRM

19) -

19.1)

That the firm may be dissolved with the unanimous consent of all Parties, even before the expiry of the period fixed and mentioned. GOODWILL & FIRM/PARTNERSHIP PROPERTY UPON DISSOLUTION

20) -

20.1)

That in settling accounts of the Partnership after dissolution, the goodwill of the Firm/Partnership shall be sold separately or along with other property of the Firm/Partnership. That the property and the goodwill of the Firm/Partnership shall only be sold by mutual consent. If the Parties fail to agree on the terms of such sale, then the sale would be carried out through the Dispute Resolution mechanism herein provided.

20.2)

21) -

DISPUTE RESOLUTION

That in the event of any dispute arising among the Parties regarding the Partnership, during or even after the duration of the Partnership, reference shall be made to a sole arbitrator (if unanimously accepted) or to the arbitration by two arbitrators one to be appointed by each party to the dispute. In case of the disagreement of the two arbitrators an umpire shall be appointed by the said arbitrators to break the dead lock. The award of the said arbitrator or arbitrators or umpire shall be binding on the Parties in accordance with provisions of Arbitration Act 1940.

22) -

POSSESSION OF ORIGINAL PARTNERSHIP DEED

22.1)

That the deed of partnership shall be prepared in four copies for the custody of each of the Parties. INTERPRETATION

23) -

23.1)

That the headings to each Clause of this deed may not be used as a guide to interpretation and have only been added to assist referral to particular clauses ENTIRE AGREEMENT

24) -

24.1)

That this Deed supersedes any prior agreements between the Parties whether oral, written, express or implied with respect to subject matter of this Deed. This deed along with its schedules constitutes the full complete and exclusive agreement between the Parties with respect to the subject matter herein.

25) -

ALTERATION OF TERMS OF PARTNERSHIP DEED

25.1) 26) 26.1)

This Deed cannot be altered or changed unless in writing and signed by all the Parties. SCHEDULES & ADDENDA OF THE AGREEMENT That the Schedules executed with this Deed or in pursuance of this Deed shall form an integral part of this Deed. SEVERABILITY That if any term/terms of this Deed is/are held to be invalid, void or unenforceable, the remainder of this Deed shall remain in full force and effect and shall in no way be affected; and, the Parties shall use the best of their efforts to find an alternative way to achieve the same result which is the substance and intent of this Deed. GOVERNANCE OF LAW That the laws of Islamic Republic of Pakistan govern this deed JURISDICATION That for jurisdiction purpose, where two or more forums have jurisdiction, the forum at Lahore shall deemed to have and are herein agreed to have jurisdiction to the exclusion of other forum.

27) 27.1)

28) 28.1) 29) 29.1)

IN WITNESS WHEREOF the parties hereto have signed this deed on the -------- (date) PARTIES:

Signed, Sealed and Delivered

(Sd) -------------------------------------------(First Party)

Signed, Sealed and Delivered

(Sd) -------------------------------------------(Second Party)

Signed, Sealed and Delivered

(Sd) -------------------------------------------(Third Party)

Signed, Sealed and Delivered

(Sd) -------------------------------------------(Fourth Party)

_____________________________ WITNESS 1 Name: _______________________ Address: _____________________ _____________________________

_________________________________ WITNESS 2 Name: _______________________ Address: _____________________ _____________________________