PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made and executed on this

Twenty Ninth day of June, Two Thousand Five (29.06.2005) at Bangalore;
BY & BETWEEN:-
1. Mr. K.M. MADAN GOPAL,
aged about 57 years,
son of Mr. Mutyalaiah Achari,
residing at No.1307, (M) 3rd Block,
53rd Cross, 16th Main Road,
Rajajinagar, Bangalore-560 010.
Hereinafter referred to as the "FIRST PARTNER"
2. Mr. S. RAJASHEKHAR,
aged about 50 years,
son of Mr. S.V. Subramani Achari,
residing at No.61, (E) 2nd Cross,
Cholur Palya, Magadi Road,
Bangalore-560 023.
Hereinafter referred to as the "SECOND PARTNER"
3. Mr. P. CHANDRASHEKAR,
aged about 46 years,
son of Mr. Purshothama Achari,
residing at No.J-91, (C) 9th Cross,
Lakshminarayanapuram,
Bangalore-560 021.
Hereinafter referred to as the "THIRD PARTNER"
......2
: 2 :
4. Mr. UDAYA KUMAR,
aged about 38 years,
 son of Mr. V.K. Keshavalu,
residing at No.113/B, (Y) 3rd Cross,
3rd Main Road, Prakashnagar,
Bangalore-560 021.
Hereinafter referred to as the "FOURTH PARTNER"
5. Mr. P.R. MOHAN KUMAR,
aged about 34 years,
son of Mr. T.V. Rajashekhar,
residing at No.298, (R) 6th Main Road,
8th Cross, Prakashnagar, Bangalore-560 021.
Hereinafter referred to as the "FIFTH PARTNER"
6. Mr. D. RAGHUNATH,
aged about 32 years,
son of Mr. A.C.D. Murthy,
residing at No.2124, (R) 11th Main Road,
Vijayanagar, 11th Stage,
R.P.C. Layout, Bangalore-560 040.
Hereinafter referred to as the "SIXTH PARTNER"
7. Mr. DORAI BABU,
aged about 30 years,
son of Mr. M. Madan Gopal,
residing at No.1307, (U) 3rd Block,
53rd Cross, 16th Main Road,
Rajajinagar, Bangalore-560 010.
Hereinafter referred to as the "SEVENTH PARTNER"
......3
: 3 :
(The terms the first, second, third, fourth, fifth, sixth and seventh partners
shall mean and include their respective legal heirs, representatives,
successors, assigns, executors, etc., wherever the context so requires).

WITNESSETH

WHEREAS, the parties hereto have decided to join together as partners and
do the finance business.

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

01. COMMENCEMENT:

THAT, this partnership has commenced from Twenty Ninth day of June
Two Thousand Five (29.12.2005).

02. FIRM NAME

THAT, the partnership business shall be carried on under the name and style
of "M/s. MERCURY FINANCE". 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.1307, (M) 3 rd Block, 53rd Cross,
16th Main Road, Rajajinagar, Bangalore-560 010. 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.
......4

: 4 :
04. FIRM BUSINESS:
THAT, the partnership business shall be FINANCE and the each partner can
recommend his known intending loan borrowers to the partnership firm upto
Rs.25,000/- only and if the each partner recommend the firm for higher loan,
then, such partner shall ask for the security such as documents of properties,
gold ornaments, or otherwise from the intending loan borrowers. The such
partner shall also hold responsible himself to recover the loan amount from
his recommended borrower within the period of 6 (Six) months from the
date of availing the loan.

05. PARTNERSHIP CAPITAL AND INTEREST:

THAT, the capital required for the purposes of the business shall be invested
by all the partners hereto a sum of Rs.1,60,000/- and on such terms and
conditions as may be decided by them from time to time.

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 - 14.28%
SECOND PARTNER - 14.28%
THIRD PARTNER - 14.28%
FOURTH PARTNER - 14.28%
FIFTH PARTNER - 14.28%
SIXTH PARTNER - 14.28%
SEVENTH PARTNER - 14.28%
------------------------
100%
------------------------
......5
: 5 :
 But, the profit/interest of the firm can not be distributed by the
partners amongst themselves for the period of 20 (Twenty) months from the
commencing date of partnership and the said monthly profit/interest of the
firm shall be paid to the 40 months chit fund in the name of the firm.

07. 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 first 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.

08. 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.

09. 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.
......6

: 6 :
10. BANK ACCOUNT:

THAT, account or accounts may be opened in any bank or banks 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 Party of the First Part by his
individual signature.

11. DURATION:

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

WILL" subject to completion of 20 (Twenty) months from the date of this
partnership that is to say this partnership is cannot be terminated for the 20
(Twenty) months.

12. 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.

13. 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.

14. 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.
......7
: 7 :
15. 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.

16. 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.

17. 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.
......8
 : 8 :
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

SECOND PARTNER

2. THIRD PARTNER

FOURTH PARTNER

FIFTH PARTNER

SIXTH PARTNER

SEVENTH PARTNER