DEED OF PARTNERSHIP

Whereas, the Partners have joined as business as Partners. This Deed of Partnership is
signed on this day of November 2012.

BETWEEN

1. Ahmed Fraz son of ----- bearing CNIC No.-----, resident of

v---------------------- presently resident of ------ Islamabad (First Party)
2. Tariq ---- son of ----- bearing CNIC No.-----, resident of v----------------------
presently resident of ------, Rawalpindi (Second party)

RECITALS
The parties agree to become partners to carry on a business of software development
and its accessories. The partnership business shall be carried at
---------------------------.

That the first party has been running a software development business at ----, for the
last --- years with the name and style “HICON”. The said business is having a
National Tax Number --- and separate bank account No.--- with ---- Bank Limited at
---- branch, Islamabad.

That the total worth of the business of the first party is Rs.----. The value of business
is bifurcated as under

Goodwill
Furniture
equipment

That the first party needs finance to strengthen its present business and second party
is zealous to make an investment of Rs.---. By investing this total amount the second
party shall become the partner of 40% of the business and he shall be entitled to share
all incomes/ profits which shall be received in the running business irrespective of
that such profits belongs to the past transactions of the above detailed business.

That the second party shall invest Rs.—Milion in total. Out of the said investment
Rs.2.5 Milion shall be personal loan for the first party and remaining shall be the
investment for the business. The personal loan shall also become part of investment
once the business is registered with SECP as a private limited company with name &

1
style “ HICON SOFT (Pvt) Limited” or any other name with the mutual consent of
the parties.
The commencement date of the business shall be ---.

THE PARTIES AGREE AS FOLLOWS:

The parties (“the Partners”) form a partnership (“the Partnership”) upon the following
terms and conditions.

1). FORMATION OF PARTNERSHIP

3.1 Commencement and Term of Partnership

The Partners will carry on the Partnership Business effective immediately, until the
Partnership is determined according to the terms of this agreement.

3.2 Partnership Name

The Partnership Name will be “HICON” and all transactions in connection with the
Partnership Business will be entered under that name.

3.3 Partnership Business

The Partnership Business will be that of the Software Development and any other
relevant business which involves these aspects.

3.4 Place of Partnership Business

The Partnership Business will be carried out at premises mentioned above, and or any
other place partners may choose by mutual consent.

4). BANKING ACCOUNT & FINANCE

4.1 That a new account in the name of the partnership shall be got opened in a bank
mutually agreed by the partners. The Partnership Bank(s) will be determined by the
partners from time to time. All moneys and securities received by any partner on
account of the partnership shall be at once paid into the banking account of the
partnership and all payments on account of the partnership shall be paid by cheque on
that account. All cheques and other negotiable instruments drawn on the partnership
banking account shall be drawn in the partnership name and shall be signed or
endorsed in the name of business. All cheques so issued by the business shall be
signed by both the partners.

5). CAPITAL
5.1 Initial Capital

2
The initial capital for the partnership to run the business will be Rs. ----/-. The
liability the partners shall be limited to this initial investment. The Partner No.1 has
contributed 60% and Partner No.2 has contributed 40% of the investment/ capital.

6). FURTHER CAPITAL

Further capital may be contributed by the Partners as the Partners agree from time to
time and it shall be reduced in writing. Furthermore any such contribution shall be the
first charge upon the business and same shall be returned to the partner/ partners as
soon as possible. Any profits earned by such investment shall be distributed as normal
profit of the business, unless otherwise agreed by the partners.

7). PROPRIETORSHIP
The partners in accordance with their investment shall own all partnership of
business.

8). CAPITAL, PROFITS AND LOSSES

The partners will be proportionally entitled to the profits and be responsible for the
losses of the partnership business.

9). OUT-GOINGS
All rent, interest, outgoing, expenses and other costs incurred in relation to the
Partnership and any salaries will be paid out of gross profits of the Partnership.

10). LOANS TO THE PARTNERSHIP

No partner or any outsider shall be entitled to take any loan from business in
any manner at all.

13). FINANCIAL ACCOUNTS

13.1 Books of accounts must be kept which record the particulars of all
transactions relating to the Partnership Business as are usually kept by
business of a similar nature to the Partnership Business.
13.2 Books of account and supporting documentation will be kept at the place of
business of the Partnership or at the office of the Accountant to the
Partnership and will not be removed without the consent of all the Partners.
13.3 An annual account shall be presented at the end of the financial year. The
Partners shall have three months to rectify any errors in the annual account.
After such time, the Partners are taken to have agreed to the figures contained
in the annual account.

14). OBLIGATIONS OF PARTNERS

14.1 Positive Obligations

14.1.1 be just and faithful to the other Partners;
14.1.2 provide the other Partners with full information and truthful explanation of all
matters relating to the Partnership business.

3
14.1.3 use every endeavor to promote the interests of the Partnership Business; and
14.1.4 pay all cheques, cash and negotiable instruments received on behalf of the
Partnership Business into the Partnership Account or otherwise deal with the
funds in a manner mutually agreed upon by all Partners.

14.2 Negative Obligations

No partner will without the written consent of other Partners:
14.2.1 Use any Partnership funds or pledge any credit, except in the ordinary course
of business and for the benefit of the Partnership Business;
14.2.2 compromise, release or discharge any debt due to the Partnership Business;
14.2.3 Give any security of promise for the payment of moneys on account of the
Partnership Business unless in the ordinary course of business; or
14.2.4 Sign any cheque on the Partnership Account other than on behalf of the
Partnership Business and for the purpose of the Partnership Business.
14.2.5 Acts not to be done without consent.
14.2.6 The access to the business premises shall be limited to the concerned and
official visitors only. No personal and family visitors shall be permitted to the
premises in normal course of business.
14.2.7 None except the partners shall be allowed to access the books of accounts /
supplier list and other relevant documents. If any of the partners allows this
access, this shall be sufficient ground for dissolution of partnership.

Neither partners will, without the consent of the other Partners;

A. mortgage or charge his or her share in the assets or profits of the business;
and
B. Appoint any employee, agent or servant etc.
C. Layoff any employee, agent or servant etc.

14.3 Indemnity
If any Partner commits any breach of any of the provisions of clauses of this
agreement/ deed, they shall indemnify the other Partners in respect of all losses and
expenses incurred as a result of the breach.

15). DETERMINATION OF PARTNERSHIP

15.1 Acts of Default
Any of the following will be considered as Act of Default:
15.1.1 Breach by a Partner of any provision of this agreement and a failure to make
good the breach within (14) days of notice in writing given by the other
Partners requesting the Partner in breach to remedy the breach.
15.1.2 Commission by a Partner of an act of bankruptcy or becoming bankrupt or
entering into any composition, arrangement or assignment for the benefit of a
Partner’s creditors.
15.1.3 Failure by a Partner to discharge any mortgage, debt or judgment which
results in the Partner's share of the Partnership being seized and sold under
any legal process or by any mortgagee.

4
15.1.4 Commission by a Partner of any indictable offence.
15.1.4 Commission or sufferance by a Partner of any act or the subjection of a
Partner to any incapacity which could be a ground for dissolving the
Partnership by the Court.
15.1.6 Any attempt by a Partner to assign their share of the Partnership.

15.2 Determination on Default

Upon the occurrence of an Act of Default, the other Partners:

15.2.1 may within month of becoming aware of the Act of Default, determine the
Partnership by written notice as to the defaulting Partner; and
15.2.2 have the opinion (to be exercised at the time of giving of such notice) of
buying out the defaulting Partner’s share upon the same terms as set out in
clause-19.1 in relation to the purchase by the continuing Partners of the share
of the retiring Partner.

16). MANAGEMENT AND CONTROL

16.1 Time devoted to the Partnership

16.1.1 PARTNERS shall be responsible for the day to day running of the
Partnership Business. They will devote as much time and attention to this as
they mutually agree.

16.2 Major Decisions of the Partnership Business

All the major directions and policy of the Partnership Business, decisions in respect
of major matters pertaining to the Partnership Business shall be mutually agreed/
taken by all the three partners jointly.

17). EXPULSION, RETIREMENT & DEATH OF A PARTNER

17.1 EXPULSION FROM PARTNERSHIP ON DEFAULT.
If any partner commits any of the following, then subject to the exercise of clauses of
this agreement/ deed the other partners may, within three months of becoming aware
of it, determine the partnership in writing:

A) commit any breach of any of the provisions of clause 14 of this deed;

B) commit any art of bankruptcy;
C) in the reasonable opinion of other partners become physically or mentally
unfit to attend to the business;
D) commit any criminal offence;
E) do or suffer any act which would be ground for the dissolution of the
partnership by the court; or
F) be disentitled to carry on the business by forfeiture of any relevant licence
or permit held.

17.2 Retirement

5
17.2.1 Any partner may retire from the partnership on giving written notice of not
less than three months to the other partners.
17.2.2 At the expiration of such time the partnership shall determine unless clause
(19) i.e. termination is brought into effect.

17.3 DEATH OF PARTHER

17.3 If any partner dies during the partnership, the partnership shall determine unless
clause 19 is brought into effect.
17.3.1 Upon death or retirement of any Partner, the surviving or continuing Partners
will succeed to the deceased or retired Partner’s share of the Partnership and
the Partnership assets from the date of death or retirement.
17.3.2 The continuing Partners will undertake all the debts, liabilities and obligations
of the Partnership.
17.3.3 The continuing Partners will pay to the representatives of the deceased Partner
or to the retiring Partner the value of the deceased or retired Partner’s share of
the Partnership after providing for the debts and liabilities of the Partnership.
17.3.4 The value of deceased or retired Partner’s share of the partnership will be a
sum mutually agreed upon.

18). NOMINATION OF PARTNERS

18.1 POWER OF PARTNER TO NOMINATE A PARTNER

All the partners mutually with free consent and for the welfare and
betterment of business, at any time, may take a new partner in the
business for a limited time or on permanent basis. No partner shall be
allowed/ permitted, individually, to nominate any person/ persons as
partners in the business in any circumstances at all.

19). DISSOLUTION OF PARTNERSHIP

19.1 Partners will have the first option to purchase the partnership shares of all
remaining partners. The value of the partnership is to be determined by an
independent valuator, to be chosen unanimously by all partners or their
representatives, as the case may require.
19.2 Should PARTNERS fail to exercise the aforementioned option within two
months of the determination of the partnership then of the Partnership Act will
apply.

20). RESOLUTION OF DISPUTES

All disputes in relation to this agreement shall be referred to any mutually agreed
person as a single arbitrator appointed subject to the provisions of the Arbitration Act,
1940. The decision of the arbitrator shall be final and same shall not be disputed
before any court of law.

6
EXECUTED by the parties, in presence of witnesses as a Deed of Partnership

SIGNED by

_________________________ ________________________
Partner No. Partner No.2
(---------------------) (---------------------)

Witness No. 1 Witness No.2

Name Name