Partnership Deed

Principal Place of Business

The principal office and place of business of the Partnership
(the "Office") shall be
located at Jinnah Road.
Business and Purpose
The business and purposes of the Partnership are to manage,
and operate, or interest therein, including but not limited to
that certain parcel of land and such other businesses and
purposes as the Partners may from time to time determine in
accordance with Section 8 of this Agreement.
Term
The Partnership shall commence upon the date of this
Agreement, as set forth above. Unless sooner terminated
pursuant to the further provisions of this Agreement, the
Partnership shall continue without defined term.
Nature of Business.
The partners listed above hereby agree that they shall be
considered partners in business for the following purpose:
selling of cosmetics product e.g face mask and sanitizer

Name.
 The partnership shall be conducted under the name of ___ and
shall maintain offices at

Day-To-Day Operation.
The partners shall provide their full-time services and best
efforts on behalf of the partnership.
No partner shall receive a salary for services rendered to the
partnership.
Each partner shall have equal rights to manage and control the
partnership and its business.
Should there be differences between the partners concerning
ordinary business matters, a decision shall be made by
unanimous vote.
It is understood that the partners may elect one of the partners
to conduct the day-to-day business of the partnership;
however, no partner shall be able to bind the partnership by act
or contract to any liability exceeding without the prior written
consent of each partner.

Capital Contribution.
The capital contribution of each partner to the partnership
shall consist of the following property, Partner 1: Capital
contribution includes his existing grape acreage as of January 1,
2010. Grape acreage is estimated, with a 5% margin of error, at
190 acres valued at approximately 775,000. An additional cash
capital contribution of $180,000 will also be made. Capital
contribution does not include any equipment, buildings, or
open land.
Partner 2: Capital contribution is $180,000 to be financed by
Partner 1 or another lender.
services, or cash which each partner agrees to contribute:
The partnership shall maintain a capital account record for
each partner; should any partner’s capital account fall below
the agreed to amount, then that partner shall
(1) have his share of partnership profits then due and payable
applied instead to his capital account;
(2) pay any deficiency to the partnership if his share of
partnership profits is not yet due and payable or, if it is, his
share is insufficient to cancel the deficiency.

Profits and Losses.

The percentages of Partnership Rights and Partnership Interest
of each of the Partners shall be as follows:
Partner 1: 84%
Partner 2: 16%
The profits and losses of the partnership shall be divided by
the partners according to a mutually agreeable schedule and at
the end of each calendar year according to the proportions
listed above.
Distribution of Profits
Generally, gross cash distribution in proportion to Partners
percentages of partnership interest, will be made based on the
scheduled payments of processors or within 60 days of
payments being made. The gross cash distribution
Generally, operating expenses will be shared at the time those
expenses are realized in proportion to Partners percentages of
partnership interest. While each purchase will not require an
accounting of partnership interest, reimbursement to the pay
or, based on share, will be resolved every 30 days.
Management of the Partnership Business
All decisions respecting the management, operation and
control of the Partnership business and determination made in
accordance with the provisions of this Agreement shall be
made based upon a majority share of the partnership in favor
of the decision.
Majority owner Partner 1 has the full intention of increasing the
responsibility and stake of Partner 2’s management, operation
and control of the Partnership. Succession of such powers will
take place, at first on a day to day basis. Later, based on
performance, a management agreement will be incorporated
into this Partnership
Nothing herein contained shall be construed to constitute any
Partner or the agent of another Partner, except as expressly
provided herein, or in any manner to limit the Partnership to
the carrying on of their own respective businesses or activities.
Any of the Partners, or any agent, servant or employee of any
of the Partners, may engage in and possess any interest in
other businesses or ventures of every nature and description,
independently or with other persons, whether or not, directly
or indirectly, in competition with the business or purpose of the
Partnership, and neither the Partnership nor any of the
Partners shall have any rights, by virtue of this Agreement or
otherwise, in and to such independent ventures or the income
or profits derived therefrom, or any rights, duties or obligations
in respect thereof.
The Partners shall devote to the conduct of the Partnership
business so much of their respective time as may be reasonably
necessary for the efficient operation of the Partnership
business. That will include a significant amount of time during
harvest in order to secure the use of Partner 1’s custom harvest
equipment and other equipment owned by Partner 1 for
Partnership use during the growing season. At this time both
partners expect to contribute approximately 2,500 hours
annually. To the extent that partners cannot devote adequate
time to the business due to health, outside ventures, jobs or
other reasons said partner will be responsible for finding
replacement labor and covering the costs of said labor.
Salaries
Unless otherwise agreed by the Partners in accordance of this
Agreement, no Partner shall receive any salary for services
rendered to or for the Partnership. At the discretion of majority
partner the minority partner will be eligible to receive up to 1%
of the total equity interest in the operation per year based on
performance of the Partner and the Partnership.
Legal Title to Partnership Property
Legal title to the property of the Partnership shall be held in the
name of or in such other name or manner as the Partners shall
determine to be in the best interest of the Partnership. Without
limiting the foregoing grant of authority, the Partners may
arrange to have title taken and held in their own names or in
the names of trustees, nominees or straw parties for the
Partnership. It is expressly understood and agreed that the
manner of holding title to property (or any part thereof) of the
Partnership is solely for the convenience of the Partnership,
and that all such property shall be treated as Partnership
property subject to the terms of this Agreement.
Transfer of Partnership Interest and Partnership Rights
Except as otherwise provided in Sections 14, 15 and 16 hereof,
no Partner (hereinafter referred to as the "Offering Partner")
shall, during the term of the Partnership, sell, hypothecate,
pledge, assign or otherwise transfer with or without
consideration (hereinafter collectively referred to as a
"Transfer") any part or all of his Partnership Interest or
Partnership Rights in the Partnership to any other person (a
"Transferee"), without first offering (hereinafter referred to as
the "Offer") that portion of his Partnership Interest and
Partnership Rights in the Partnership subject to the
contemplated transfer (hereinafter referred to as the "Offered
Interest") first to the Partnership, and secondly, to the other
Partners, at a purchase price (hereinafter referred to as the
"Transfer Purchase Price") and in a manner as follows:
The Transfer Purchase Price shall be 93% of the Appraised
Value except that start up assistance shall be deducted from
the appraisedvalue until 2025. Start up assistance is valued at
$45,000
The Offer shall be made by the Offering Partner first to the
Partnership by written notice (hereinafter referred to as the
"Offering Notice). Within twenty (20) days (hereinafter referred
to as the "Partnership Notice"), whether or not the Partnership
shall accept the Offer and shall purchase all but not less than all
of the Offered Interest. If the Partnership accepts the Offer to
purchase the Offered Interest, the Partnership Notice shall fix a
closing date not more than sixty (60) days (hereinafter referred
to as the "Partnership Closing Date") after the expiration of the
Partnership Offer Period.
Buy Sell Agreement
The parties agree to enter into a buy/sell agreement to effect
purchase of the deceased partner's share upon such partner's
death, to be funded by life insurance policies.
The Appraised Value
The term "Appraised Value" as used in this Agreement shall be
the dollar amount equal to the product obtained by multiplying
(a) the percentage of Partnership Interest and Partnership
Rights owned by a Partner by
(b) the Fair Market Value of the
The Fair Market Value of the Partnership's assets shall be
determined in the following manner:
Within thirty (30) days of the date of the Offering Notice, date
of the death of a Decedent, the Withdrawal Date or the
Occurrence Date, as the case may be, the remaining Partners
shall select an appraiser (the "Partnership Appraiser") to
determine the Fair Market Value of the Partnership's assets,
and the Partnership Appraiser shall submit his determination
thereof within thirty (30) days after the date of his selection
(the "Appraisal Due Date").
If the appraisal made by Partnership Appraiser is unsatisfactory
to the Offering Partner, the personal representatives of the
Decedent or Heir, the Withdrawing Partner or the Defaulting
Partner, as the case may be, then within fifteen (15) days after
the date of the Appraisal Due Date, the Offering Partner, the
personal representatives of the Decedent or Heir, the
Withdrawing Partner or the Defaulting Partner, as the case may
be, shall select an appraiser (the "Partner's Appraiser") to
determine the Fair Market Value of the Partnership's assets,
and such appraiser shall submit his determination There of
within thirty (30) days after the date of his selection.
If the appraisal made by the Partner's Appraiser is
unsatisfactory to the remaining Partners, then the Partnership
Appraiser and the Partner's Appraiser shall select a third
appraiser (the "Appraiser") to determine the Fair Market Value
of the Partnership's assets and such Appraiser shall submit his
determination thereof within thirty (30) days after the date of
his selection. The Appraiser's determination thereof shall be
binding upon the Partnership, the remaining Partners and the
Offering Partner, thepersonal representatives of the Decedent
or Heir, the Withdrawing Partner or the Defaulting Partner, as
the case may be.

Family Members.
For purposes of this Agreement, members of the "immediate
family" of a Partner are hereby defined to be such person's
spouse or children.
Notices.
Any and all notices, offers, acceptances, requests, certifications
and consents provided for in this Agreement shall be in writing
and shall be given and be deemed to have been given when
personally delivered against a signed receipt or mailed by
registered or certified mail, return receipt requested, to the last
address which the addressee has given to the Partnership. The
address of each partner is set under his signature at the end of
this Agreement, and each partner agrees to notify the
Partnership of any change of address. The address of the
Partnership shall be its principal office.
Governing Law.
It is the intent of the parties hereto that all questions with
respect to the construction of this Agreement and the rights,
duties, obligations and liabilities of the parties shall be
determined in accordance with the applicable provisions of the
laws of the State of Pakistan.
Miscellaneous Provisions.
This Agreement shall be binding upon, and inure to the benefit
of, all parties hereto, their personal and legal representatives,
guardians, successors, and their assigns to the extent, but only
to the extent, that assignment is provided for in accordance
with, and permitted by, the provisions of this Agreement.
Nothing herein contained shall be construed to limit in any
manner the Partners, or their respective agents, servants, and
employees, in carrying on their own respective businesses or
activities.
The Partners agree that they and each of them will take
whatever action or actions as are deemed by counsel to the
Partnership to be reasonably necessary or desirable from time
to time to effectuate the provisions of intent of this Agreement,
and to that end, the Partners agree that they will execute,
acknowledge, seal and deliver any further instruments or
documents which may be necessary to give force and effect to
this Agreement or any of the provisions hereof, or to carry out
the intent of this Agreement, or any of the provisions hereof.
Throughout this Agreement, where such meanings would be
appropriate:
(a) the masculine gender shall be deemed to include the
feminine and the neuter and vice-versa, and
(b) the singular shall be deemed to include the plural, and vice-
versa. The headings herein are inserted only as a matter of
convenience and reference, and in no way define, limit or
describe the scope of this Agreement, or the intent of any
provisions thereof.
This Agreement and exhibits attached hereto set forth all (and
are intended by all parties hereto to be an integration of all) of
the promises, agreements, conditions, understandings,
warranties and representations, oral or written, express or
implied among them other than as set forth herein.
Nothing contained in this Agreement shall be construed as
requiring the commission of any act contrary to law. In the
event there is any conflict between any provision of this
Agreement and any statute, law, ordinance or regulation
contrary to which the Partners have no legal right to contract,
the later shall prevail, but in such event the provisions of this
Agreement thus affected shall be curtailed and limited only to
the extent necessary to conform with said requirement of law.
In the event that any part, article, section, paragraph or clause
of this Agreement shall be held to be indefinite, invalid or
otherwise unenforceable, the entire Agreement shall not fail on
account thereof, and the balance of this Agreement shall
continue in full force and effect.
Each married party to this Agreement agrees to obtain the
consent and approval of his or her spouse, to all the terms and
provisions of this Agreement; provided, however, that such
execution shall be for the sole purpose of acknowledging such
spousal consent and approval, as aforesaid, and nothing
contained in this shall bedeemed to have constituted any such
spouse a Partner in the Partnership.
Each partner agrees to insert in his Will or to execute a Codicil
thereto directing and authorizing his personal representatives
to fulfill and comply with the provisions hereof and to sell and
transfer his percentage of Partnership Interest and Partnership
Rights in accordance herewith.
The Partnership shall have the right to make application for,
take out and maintain in effect such policies of life insurance on
the lives of any or all of the Partners, whenever and in such
amounts as the Partners shall determine in accordance with of
this Agreement. Each Partner shall exert his best efforts and
fully assist and cooperate with the Partnership in obtaining any
such policies of life insurance.
Term/Termination.
The term of this Agreement shall be for a period of 5 years,
unless the partners mutually agree in writing to a shorter
period. Should the partnership be terminated by unanimous
vote, the assets and cash of the partnership shall be used to
pay all creditors, with the remaining amounts to be distributed
to the partners according to their proportionate share.
Disputes.
This Partnership Agreement shall be governed by the laws of
the State of Pakistan. Any disputes arising between the
partners as a result of this Agreement shall be settled by
arbitration in accordance with the rules of the Pakistan
Arbitration Association and judgment upon the award rendered
may be entered in any court having jurisdiction thereof.

Non-Compete Agreement.
A partner who retires or withdraws from the partnership shall
not directly or indirectly engage in a business which is or which
would be competitive with the existing or then anticipated
business of the partnership for a period of Two month, in those
owner of this State where the partnership is currently doing or
planning to do business.
IN WITNESS WHEREOF, the partners have duly executed this
Agreement on the day and year set forth hereinabove.
Partner Partner