PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made and executed on this

__________ day of June, Two Thousand Six (____.06.2006) at Bangalore;

BY & BETWEEN:-

Mr. V.N. MURALI,

aged about 43 years,
son of Mr. V.N. Krishna Murthy,
residing at No.D-101, 1st Floor,
Casaansal Apartments,
J.P. Nagar 3rd Phase,
Bannerghatta Road,
Bangalore-560 076.

Hereinafter referred to as the "FIRST PARTNER"

Dr. ING M. RAVI,

aged about 45 years,
son of late Mr. M.V.K. Shastry,
residing at No.F-1, 1st Floor,
Green Court Apartment,
18, Visweswarapuram Street,
Mylapur,
Chennai-600 004.

Hereinafter referred to as the "SECOND PARTNER"

The terms the first and second partners shall mean and include all their
respective legal heirs, representatives, successors, administrators, executors,
assigns and agents, etc., wherever the context so requires.

WITNESSETH AS FOLLOWS:-

WHEREAS, the parties hereto have decided to join together as partners and
do the business of B.P.O and Call Centre.

AND WHEREAS, the terms and conditions mutually agreed to between the
parties are as recorded hereinafter.
01. COMMENCEMENT:

THAT, this partnership has commenced from ___________ day of June,

Two Thousand Six (____.06.2006).

02. FIRM NAME

THAT, the partnership business shall be carried on under the name and style
of "M/s. TOTAL BUSINESS SOLUTIONS". The partnership business
may also be carried on under any other name and style as the parties hereto
agree upon from time to time.

03. PLACE OF BUSINESS:

THAT, the place of business shall be at No._______, Basement Floor, below

HDFC ATM, South End Main Road, J.P. Nagar 3rd Phase, Bangalore-
560 078. The place of business may be extended or changed over to any
other place or places as may be mutually agreed upon between the partners
from time to time in future.

04. FIRM BUSINESS:

THAT, the partnership business shall be the B.P.O. and Call Centre, by
putting up 50 seaters of Call Centre and 20 seater of B.P.O. with high
configured computer systems and appointing experienced employees and
also providing all necessitated things to the employees to help them to give
their best efforts to the firm.

05. PARTNERSHIP CAPITAL AND INTEREST:

THAT, the capital required for the purposes of the business shall be invested
by both the partners hereto a sum of Rs.60,00,000/- (Rupees Sixty Lakhs
only) and both of them have invested the said capital equally.
06. PROFIT AND LOSS SHARING:

THAT, net profits and losses arising out of the partnership business after
charging all the expenses incurred in the ordinary course of the business and
incidental to the partnership business shall be apportioned amongst the
parties hereto in the following ratio:-

FIRST PARTNER - 50%

SECOND PARTNER - 50%
------------------------
TOTAL 100%
------------------------
07. DESIGNATION OF THE PARTNERS:

The FIRST PARTNER shall be the Working Partner and the

SECOND PARTNER shall be the Technical Partner.

08. BOOKS OF ACCOUNTS:

THAT, proper, regular and complete accounts of all the dealings and
transaction concerning the partnership business shall be made and
maintained by the Second Partner at the premises of the firm and the Books
of Accounts, Vouchers, Receipts, etc., shall be kept at the relevant or
appropriate place or places of partnership business and that, all the parties
hereto shall at all reasonable time without interruption or hindrance by any
other party have free access to inspect, scrutinize, or copy the same at his
own expenses.

09. CONDUCT OF PARTNERS:

THAT, all the parties hereto shall be faithful to each other and shall exhibit
true and correct information concerning the partnership business, and that,
they shall work diligently for the best common advantage and for the
betterment of the partnership business.
10. ACCOUNTING YEAR:

THAT, the accounting year of the partnership shall be one ending on the 31 st
day of March every year as on which date the profit and loss account and the
Balance Sheet shall be drawn upto for the period ending with the above date.

11. BANK ACCOUNT:

THAT, account or accounts may be opened in M/s. HDFC Bank, Jayanagar

Branch, Bangalore for the purposes of the firm business in the name of the
firm only. The account or accounts so opened shall be operated by the
Second Partner by his individual signature.

12. DURATION:

THAT, the duration of this partnership shall be a 'PARNTERSHIP AT

WILL".

13. ADMISSION OF NEW PARTNERS:

THAT, if any new partner or partners is or are to be admitted to this

partnership, it shall be done only after the mutual written consent of the all
the parties hereto.

14. RETIREMENT OF PARTNERS:

THAT, in the event of any partner electing to retire from this partnership,
he/she shall do so only after giving at least 2 months prior intimation of
his/her intention to the other partners.

15. ALTERATION AND MODIFICATIONS ETC:

THAT, any of the terms and conditions of this partnership may be modified,
altered, altogether deleted or new terms added if necessary, by the mutual
written consent of all the parties hereto.
16. DEATH OR RETIREMENT:

THAT, death or retirement of any partner, shall not dissolve the partnership,
that in the event of death the remaining partners shall continue the
partnership business along with the legal heir or heirs of the deceased
partner on such terms and conditions as may be mutually agreed to between
them.

17. ARBITRATION:

THAT, in the event of any dispute arising amongst the parties hereto in
respect of the interpretation, operation or enforcement of any of the terms
and conditions of this partnership or any other matter, cause or thing not
herein otherwise provided for, the same shall be settled through adjudication
by arbitrators appointed by the common consent and the decision of the
arbitrators or a majority of them on that behalf shall be final and binding on
all the parties hereto.

18. SAVINGS:

THAT, in all matters not herein otherwise specifically provided for, this
partnership shall be governed by the provisions of the Indian Partnership
Act, 1932 and the rules there under as amended to date.

IN WITNESS WHEREOF, THE PARTIES HERETO, SIGN TO THIS

DEED AS A TOKE OF ACCEPTANCE OF THE TERMS AND
CONDITIONS CONTAINED IN THE INSTRUMENT OF
PARTNERSHIP.

WITNESSES:-

1. FIRST PARTNER

2. SECOND PARTNER

Drafted by:-