DEED OF PARTNERSHIP

This deed of partnership executed at Chennai this 10 th day of July 2003

BETWEEN:

1. Mrs. Indra Kanwar Dangi, Wife of Shri Nitesh Dangi, aged 26 years, residing
at C-15, Chandan Bala Apartment, Annexe-I, No.1, Brithapet Road, Vepery,
Chennai – 600 007 hereinafter referred to as “THE FIRST PARTNER ”.

AND

2. Mr. Navin Dangi, son of Shri. Goutham Chand Dangi aged 22years, residing at
C-15, Chandan Bala Apartment, Annexe-I, No.1, Brithapet Road, Vepery,
Chennai – 600 007. hereinafter referred to as “ THE SECOND PARTNER ”.

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WHEREAS the partners have agreed to carry on business under the name and
style of M/s ”ARIHANT AGENCIES” with effect from 10/7/2003.

AND WHEREAS the Partners hereto have been advised to reduce the terms and
conditions of the partnership into writing:

NOW THIS INDENTURE WITNESSETH AS FOLLOWS :

1. The partners hereto shall become partners in the partnership business under the
name and style of M/S. ARIHANT AGENCIES“ with effect from 10/07/2003.

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2. The business of the partnership shall be carried on at No.7/1-A, Brethapet Road,

Vepery, Chennai– 600 007. or at such other place or places as the partners
mutually agreed upon by the partners from time to time.

3. The business of the partnership shall be to deal in Agriculture Inputs, Seeds,

Fertilizers & Manure, Agriculture Equipments, Tools, Implements, etc. The
partners are also at liberty to carry on any other business or businesses as may
be mutually agreed upon them from time to time.

4. The Partnership shall be AT WILL. The death or retirement of any partner shall
not IPSOFACTO cause dissolution of the firm. The remaining Partners may
continue and carry on the business either by themselves or with others as
partners.

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5. The capital of the firm shall be such sum or sums of money which shall be
contributed by the partners as may be mutually agreed upon by them from time to
time. The Capital so contributed or any other credit balance and any accretion
thereto shall carry an interest rate of 12% per annum. However, the partners shall
be at liberty to charge interest at a lower rate or nil rate in case of inadequacy of
profits or in the event of loss.

6. The First and the Second partner shall be the working partners and each partner
shall be entitled to remuneration at the rate of Rs. 2,000 /- per month with effect
from 10/07/2003. However, in the event of inadequate profits or in the event of
loss, the remuneration payable to the working partner would be restricted to such
amount which will not exceed the limit prescribed for allowance of such
remuneration under the provisions of section 40 (b) (V) (2) of the Income tax Act ,
1961 for the time being in force or any other statutory modifications thereof.

7. Proper books of accounts shall be kept by the partners and entries made therein
of all such matters, transaction and things as are usually entered in the books
kept by the persons engaged in business of similar nature. The books of the firm
would be closed for the first time on the 31 stof March 2004, and thereafter on
every 31st day of March.

8. All out goings and expenses incidental and relating to the business of partnership,
such as establishment charges, rent, rates and taxes, travelling and conveyance
expenses, interest including interest to the partners and remuneration to the
working partners etc., shall be met out of the revenue of the firm before arriving at
the net profit at the end of each accounting year.

9. The net profit or loss, as the case may be, after meeting all the expenses referred
to above shall be shared by the partners in the following proportion:
1) Mrs. Indra Kanwar Dangi 50%

2) Mr. Navin Dangi 50%

10. Each partner shall be just and faithful to the other partner or partners of all
transactions relating to the business of the partnership and shall give a true
account of the same to him / her when and as often as the same shall be
reasonably required.

11. Each partner shall upon every reasonable request inform the other partner or
partners of all letters, writings and other things which shall come to his hands or
knowledge concerning the business of the partnership.

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 12. Each partner shall punctually pay and discharge his present and future separate
debts and engagements and shall at all times keep indemnified the other partners
and the property of the partnership against the same and all actions, proceedings,
costs, claims and demands in respect thereof.

13. All the partners hereto are authorized to operate bank account or accounts for
and on behalf of the firm either singularly or jointly. They are also further
authorized to raise, borrow funds, and take overdrafts, etc., for and on behalf of
the firm. The partners may authorize any other person or persons to operate the
bank account whether in credit or over – drawn. However, such persons will not
have any powers to borrow money otherwise than from bank or banks.

14. All the partners hereto are authorized to appear before all Courts of Law, Judges,
Magistrates, Munisiffs, Sales tax and Income-tax Authorities, Customs and
Central Excise Authorities, Posts and Telegraphs and Telephone Departments
and all other authorities of the state and the Central Government.

15. In case of any dispute or difference of opinion between the partners hereto in
respect of the partnership business either during the continuance of the
partnership or at any time thereafter, the same shall be solved by means of
arbitration in which event the provisions of the Indian Arbitration Act. 1940, and
any other statutory modifications thereof for the time being in force shall apply.

16. Any of the above terms may be varied, altered, amended, substituted, added or
deleted by mutual consent of the partners in writing.

17. In all other matters, the partnership shall be governed by the provisions of the
Partnership Act 1932 and any other statutory modifications thereof for the time
being in force shall apply.

IN WITNESS WHEREOF THE PARTNERS HERETO HAVE SET THEIR RESPECTIVE

HANDS ON THIS THE 10th DAY OF JULY 2003.

WITNESSES

(INDRA KANWAR DANGI)

1.

(NAVIN DANGI)
2.