PARTNERSHIP DEED

This DEED OF PARTNERSHIP made this day , 2014 between hereinafter

called the partners of the first part and Second Part respectively Mr.

Khurram Iqbal Siraj s/o Muhammad Iqbal Siraj, resident of H #

844/22A, Shalimar Street, Tench Bhatta, Rawalpindi, called the first

party

AND

Mr. Rana Sohail Ahmed s/o

A School and College known as Islamic International University Islamabad

School’s and College’s as franchise under the Umbrella of Islamic

International University Islamabad and having its principal office at

………….. hereinafter called the Partnership Entrepreneur.

Whereas first party had started his college namely IIUIC just opposite DHA II

on main GT road measuring 4 kanal on rent basis and spend around Rs.

9,300,000/- in the head of misc expenses till 31/12/2013.

Whereas first party got IIUIS franchise in year 2010 and became director of the

institute. Parties are agreeing to settle the franchise in 100 equal shares of

value Rs. 150,000/- each (one hundred fifty thousand only). Total project

value considers as Rs. 15,000,000/-.

AND WHEREAS the Second Party has expressed its desire and willingness

through the director Mr. Rana Sohail Ahmed to enter into Partnership

with First party in his running business namely IIUIC have mutually

decided that the Second Party shall be taken as Partner. Second party has

paid Rs. 1,500,000/- and became partner of 10% shares only, wide cheque

#__________ bank____________________________ dated

______________

AND WHEREAS it is deemed necessary and desirable that a regular Deed of

Partnership be produced in writing and executed on the terms and

conditions mentioned hereunder.

NOW THIS DEED WINTESSETH AS UNDER: -

1. The Partnership shall come into effect from 16th Day of June 2014, and

shall be for an indefinite period unless it is determined.

2. That the name and style of the Partnership hereby formed shall be

remain same and will not disturb the names and style of running business.

3. That further finance required for the purpose of business of the partnership

shall be contributed by the parties in such rate as may be mutually agreed

upon.

6. That the regular accounts books shall be kept in due course of business in

which shall be faithfully recorded all the transactions enter into by the

partnership and such books shall be closed on the end of each educational

year or/on any other convenient or auspicious day as may be mutually

agreed upon between the parties hereto from time to time.

7. That on closing the account books in the aforesaid manner, a regular profit &

Loss Account shall be prepared and a balance sheet shall be drawn up.

8. That the Profits & Losses shall be divided between and borne by parties

hereto in the proportion of investment.

9. That the First party will be paid as cumulative expense of Rs.35000/- per

month for the services rendered to the rim and they will also be entitled to

an increment @ 10% to 20% on the above mentioned.

10. That all the assets and liabilities of the partnership as on

tangible or otherwise, would be taken over by the Partnership at its book

value and shall be deemed to be assets and liabilities of this Partnership

and all the Parties hereto will have percentile rights/liabilities thereon.

11. That all rights of the partnership as on IIUIS namely Franchise license,

Trade mark, Sales Tax registration, Telephone connections, Tenancy

rights, Lease rights, Ownership right etc. shall be deemed to be the rights

of the first party and will have no concern with the second party. Second

party will perform like a sleeping partner.

12. That each partner shall: -

Diligently attend to the business meetings of the Business and devote his/her

necessary time and attention thereto. Punctually pay her/his separate

debts and indemnify the other partner and the Assets of the partnership

against the same and all expenses therefore. Upon every reasonable

request inform the other Partner of all letters, accounts, writings and

such other things which shall come to her/his hands or knowledge

concerning the business of the Partnership.

13. That neither Partner shall without the consent of the other: -

Lend any of the money or deliver upon credit any of the goods of the partnership

to any person or persons whom the other Partners shall have previously

in writing forbidden her/him to trust. Raise or advance any loan in the

name of or on behalf of the partnership. Assign charge or transfer her/his

shares in assets or profits of the partnership.

14. That this partnership will have no concern with running Bank Accounts but

eligible to audit the accounts at any stage of fiscal year.

15. That any partner may retire/relinquish from the Partnership, but not before

the five years, Second Party can’t sell his share to any third party but

only be redeemed by the first party. None shall leave the partnership until

or unless all the pending commitments are carried out, liabilities paid off,

assets realized and accounts are rendered fully and settled finally to the

entire satisfaction of each of the parties hereto.

16. That the parties hereto may, however, with their mutual consent change the

rate of each share that may be mutually agreed upon between them from

time to time (usually after two years). They shall be at liberty to increase

or decrease such rate of each share with their consent from time to time.

17.That in the event of death or retirement of any of the parties hereto the

partnership hereby formed shall not dissolve, but shall continue. The

legal heir or the representative of the deceased shall step into her/his

shoes.

18.That upon the dissolution of the partnership in any time even not hereinafter

provided for the said business, the assets, goodwill and liabilities thereof

should absolutely vest on any one partner mutually decided by the parties

to the partnership.

19.That it will always remain open to the parties hereto to amend, annul or

change any term or terms of this Deed of Partnership in the course of its

business and in that event of amending, annually or changing any term or

terms of this deed of Partnership no fresh deed shall be required to be

executed.

20. That without prejudice to the above terms and conditions the parties hereto

in all other matters shall be governed by the provisions of Partnership

Act, 1932.

21. That the second party is not authorize to get any loan or Bank guarantee on

behalf of the institute without the consent or knowledge of first party.

22. That no relative/friend or family members of the parties would authorize to

interfere in the business matters of the school in their lives. Next of Kin

will be mention in the list of legal heirs as predecessor-in-interest of

partners personal file.

23. That all the disputes or differences arising out of it and connected with the

Partnership shall be referred to the arbitrator in accordance with the

Arbitration Act.

IN WITNESS WHERE OF, to finalize this Partnership the parties of the first

and Second parts here have put their respective hands on this DEED OF

PARTNERSHIP on the day, month and year first mentioned above.

IN WITNESSES WHEREOF, the common seal of the Parties here into affixed in

and signed these presents in token thereof in the presence of the

Witnesses:

PARTY A PARTY B

Khurram Iqbal Siraj Rana Sohail Ahmed

37405- 37405-

WITNESSESS:

1.

2.