DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP executed on 5th day of July in the year of

2007 Between :-

1. Shri. PRADEEP D NAYAK S/o DAYANANDA V. NAYAK aged about 34 years

residing at Hittalamakki, Post Torke, Kumta ( U.K. ) - 581 344. Hereinafter called the
FIRST PARTNER.

2. Smt. BHARATI PRADEEP NAYAK W/o PRADEEP D.NAYAK aged about ____
years residing at Devarbhavi Post: Torke, Kumta ( U.K. ) – 581 344. Hereinafter
called the SECOND PARTNER.

WHEREAS the above said parties decided

1. To carry on the business of Cable network, Purchase and Distribution of films,

documentaries, dramas and other similar entertainments via dish T.V. or other
electronic and other medias.
2. To carry on a business of Production, Distribution and Release of films
documentaries and other similar entertainment work.
3. And to do other related business as the partners may decide from time to time.
NOW THIS DEED RECITES AS FOLLOWS:

1. THE NAME and style of the firm shall be M/S. GODAVARI FEEDS or such
other name or names as desired by the partners from time to time.

2. THE PLACE of Business shall be at At Hittalamakki, Post Torke, KUMTA

( U.K. )-581 344 or at such other place or places as the partners may decide
from time to time.

3. THE PARTNERSHIP BUSINESS shall be at that of to do the following :

1) To carry on the business of Cable network, Purchase and Distribution of

films,
Documentaries, dramas and other similar entertainments via dish T.V. or other
electronic and other Medias.

2) To carry on a business of Production, Distribution and Release of films

Documentaries and other similar entertainment work.

3) And to do other related business as the partners may decide from time to time.

4. THE PARTNERSHIP shall be deemed to commence on the date of this deed of

Partnership signed by all the parties thereto and shall be a PARTNERSHIP AT
WILL.

5. THE REQUIRED CAPITAL shall be brought in to the firm under such terms
and conditions as and when the parties as find the same necessary they mutually
agreed upon.
6. ALL THE PARTNERS shall carry on the business of the firm to the greatest
common advantage, be just and faithfully to each other and to render true accounts
and full information of all things affecting the firm to any person or his legal
representative.

7. PROPER BOOKS OF ACCOUNTS as are usually in this line of trade be

maintained and the partners are at liberty to inspect the same and extract copies
therefrom at all reasonable time.

8. ON THE 31st DAY OF MARCH every year or at such other intervals as the
parties may mutually agree the accounts of the firm shall be closed and annual
statement of accounts shall be prepared.

9. THE PROFIT or loss shall be shared by the partners in Equal Ratio:

10. THE FIRM SHALL pay interest at the rate of 12% (Eighteen percent) per
annum on the actual balance in capital account of each partner on daily product
basis. If there is any loss in the business, after charging admissible depreciation as
per the Income Tax Act, 1961, no interest shall be paid to the partners and if the
profit of the year is insufficient to absorb the whole of the amount of interest, such
interest shall be paid only to the extent that income of the firm is reduced to nil
and payment of interest to the partners shall be reduced in the same proposition on
the amount of interest payable to them bore to each other if no reduction in the
amount of interest payable had occurred.
11. ALL THE PARTNERS shall be WORKING PARTNERS and they shall
perform such duty from time to time as mutually agree and each shall be entitled
for remuneration.

12. THE AMOUNT of remuneration payable shall subject to the following

mentioned conditions: -

On the first 75,000 of the book profit of the firm or in case of loss
90% of such book profits divided equally amongst the working partners.
On the next 75,000 of the book profits of the firm
60% of such book profits divided equally amongst the working partners
On the balance of book profits of the firm
40% of such book profits divided equally amongst the working partners

1. The partners have agreed that the remuneration to a working partner will be
the amount of remuneration allowable under the provisions of Section
40(b)(v) of the Income Tax Act; or
2. The amount of remuneration to working partner will be as may be mutually
agreed upon between partners at the end of the year.

13. NO PARTNER shall be entitled to assign his or her shares or part of his shares in
partnership to any one.

14. THE FIRM shall maintain one or more Bank Account with one or more Banks of
repute and that account or accounts in Bank or Banks shall be operated by any of
the partners or in accordance with the instructions given by the partners in writing
to such Bank or Banks.
15. THE PARTNERS may borrow for the firm such sums of money as may be
required for the business of the partnership on such terms and conditions as may
be decided by the partners from time to time. Any deed, document, agreement that
may be required to be executed for such purpose shall be executed by all the
partners.

16. ANY PARTNERS may retire from the partnership by giving not less than three
months notice in writing to the other partners of his intention to retire and such
partner shall cease to be partner from the date so specified.

17. NO OUTGOING Partner (including a retired, deceased, insane or bankrupt

partner) or any person claiming through him shall be entitled to any share in the
goodwill amount standing to the credit of his capital and current account.

18. ANY CHANGES to this deed of partnership may be affected with the unanimous
consent of all the partners.

19. ON MUTUAL consent of all the partners, new person or persons may be
admitted in to as incoming partner or partners on such terms and conditions as
may be decided.

20. NO PARTNER SHALL have authority :-

To submit the dispute relating to the business of the firm to arbitration.
(a)
To comprise or relinguish any claim or portion of a claim by the firm.
(b)
To open a bank account on behalf of the firm in his own name.
(c)
To withdraw suit or proceedings filed on behalf of the firm.
(d)
To admit any liability in a suit or proceedings against the firm.
(e)
To acquire immovable property on behalf of the firm.
(f)
To enter in to Partnership with a stranger on behalf of the firm.
(g)
MATTERS ON WHICH no provision has been made shall be governed by the
provision of the INDIAN PARTNERSHIP ACT 1932.

IN WITNESS WHEREOF THE PARTNERS THERETO HAVE HEREIN TO SET

AND SUBSCRIBED THEIR RESPECTIVE HAND ON THE DAY, MONTH, AND
YEAR HEREIN ABOVE WRITTEN IN PRESENCE OF THE FOLLOWING
WITNESS:

WITNESS:
1. FIRST PARTNER

2. SECOND PARTNER