PR # _____ AGREEMENT This Agreement is made at Karachi this BETWEEN:

Gulahmed textile Mill ltd having its registered office at Landhi HT 7 , Karachi
th

day of December, 2011

(hereinafter referred to as "GTM" which expression shall include where the context allows, its successors and assigns) of the one part; AND M/S Graphic Source, having its office at., Karachi (hereinafter Contractor, which expression shall include where the context allows, its successors and assigns) of the second part. (The party of the first part and party of the second part shall hereinafter be collectively referred to as Parties and individually as Party) WHEREAS: GTM is Textile Manufacturer also running retail sales outlets '' Ideas'' GTM desires to install/display/advertise its Shop Sign Board and/or services through billboards/signs at special locations. Contractor represents that it is in the business of installing, operating and maintaining billboards/shop sign boards as mentioned in Schedule A. Contractor further represents that the sign boards installed by it, including the ones to be provided in terms of this Agreement, are of international standards and quality and the illumination mechanism is capable of non-stop operations. GTM is desirous of engaging the Contractor to Fabricate/Construct and maintain Shop Sign boards with specifications generally mentioned in Appendix I ("the Signboard" whereof with GTM design and pattern etched thereon to be provided by GTM/Designer); All the communications and billing between the vendor and GTM is routed through GTM Person concerned. Designer hired by GTM also forwards its opinion regarding the material selection, display options and material used.

NOW THEREFORE THIS AGREEMENT WITNESSES AS UNDER; 1. Setting up of the Sign board at each site

1.1 Contractor shall within the time period set and start the operation of the Sign Board at the Site. The setting up of the Signboard and the fixing in accordance with the Specifications shall be subject to the prior approval of and in accordance with the demands of GTM. 1.2. Contractor shall be solely responsible for the manufacture of the Sign Board preparation and construction of the foundation, setting up of its support structure. 2. 2.1 Damage to Persons and Property GTM or any personnel in the service of GTM and its directors shall not be liable for or in respect of any damages or compensation payable at law or otherwise in respect of or in consequence of any accident or injury to any workmen or other person in the employment of Contractor or any subcontractor of Contractor. Title of the Flex Face shall be retained by HBL at all times, and title to the remaining portion of the Billboard shall vest in HBL immediately upon the payment of the first installment by HBL to Contractor as prescribed in Article 6.1.1. Warranties

4.2

5.

5.1 Contractor shall also ensure that GTM is entitled to the full benefit of any warranty if available from the manufacturers of any portion/material used to manufacture of the Sign board. Contractor shall ensure that all the conditions for the manufacturers warranty (ies) to be applicable shall be fulfilled by Contractor while installing the Billboard. 5.2 5.3 Contractor warrants that the sign board supplied hereunder shall be of the best quality conforming to the requirements and shall be fit for the purpose intended. 5.4 5.4 Contractor warrants and undertakes to fully maintain the Signboard and shall be kept fully operational at all times during the term of a separate Maintenance Agreement. Any damage caused to the Sign board shall be immediately repaired by Contractor on mutually agreed cost.

6. 6.1

Payment for the Billboard and services (Payments) GTM shall make payment 50 % Advance at time of issuing Work Order for the satisfactory Manufacture and installation of sign board. Balance on successful completion of work assigned in work order within 15 days from date of work completion.

. 6.3 Delay in payment within stipulated time gives contractor right to stop work on in hand orders and file damages in any court of law. 6.4 7. Term 7.1 This agreement shall remain valid for a period of One year with effect from __________

9.4

In case the GTM fails to make payment within the time stipulated hereinabove; the Contractor, before taking any other action against GTM, shall be obliged to serve GTM with a written notice/email to rectify such default within thirty (7) days. For the purposes of this Agreement, Force Majeure means an event which is beyond the reasonable control of a Party and which makes a Partys performance of its obligations under this Agreement impossible or so impractical as to be considered impossible under the circumstances. The failure of either Party to fulfill any of its obligations under this Agreement shall not be considered to be breach of or default under this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Agreement and has informed the other Party as soon as possible about occurrence of such an event Each person signing below hereby warrants and represents that he or she has full authority to execute this Agreement for the party on whose behalf he or she is signing. All notices and other communications hereunder shall be given in writing and shall be delivered personally or mailed/emailed by certified mail, return receipt requested, postage prepaid, or sent by courier service to the respective parties as follows: If to the Contractor Address; If to GTM:

9.6

9.7

9.8

(a)

(b)

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS ON THE DATE SET OUT ABOVE. For and on behalf of GTM For and on behalf of the Contractor

Signature: _______________ Name: Title:

Signature: ____________________ Name:

Witness: Signature: 1.

SCHEDULE A SPECIFICATIONS OF BILLBOARD Sr.No. Qty 1 City Karachi Site 60 X 20 1 Size

SCHEDULE B SPECIFICATIONS Charges) Sr.No. Price Rs. 1 OF BILLBOARD WITH Site 60 X 20 1 PRICE (including Size 16% F.E.D

City Karachi

Qty

/- plus 16% F.E.D. charges (if Applicable)

SCHEDULE C TIME PERIODS The Billboard will be set up and energized 2 days after signing of the Agreement. HBL shall provide Contractor with the Flex Face (with HBL design and pattern etched thereon). The Contractor shall provide HBL a letter of confirmation, at the time that Contractor receives the Flex Face.

APPENDIX I SPECIFICATIONS OF THE BILL BOARDS The Billboard shall be placed on a structure which shall ensure that the Lower part of the Billboard is not less than10 feet not more than 45 feet above the ground level. Each Bill board shall have at least 12 number Philips, HPI-T Lamps (of 400 Watts each), with steel brackets, electric load 4.8 KW fitted with solar activated electric timers to ensure Switching on/off the lamps at times of low visibility from dusk till 12 p.m. and shall be uniformly distributed along the Billboard to ensure maximum and optimum lighting of the Billboard. The Steel structure and the foundations shall be designed to be safe and secure and erected to ensure that wind velocities of at least 200 Km per hour are sustained by the Billboard without any problem

APPENDIX II SPECIFICATIONS OF STRUCTURE FOR BILLBOARD Mechanical: Size: 60ftx20ft Ground Mounted 1 poles of 18 inches 18 Lights of 400 watts

Electrical Work specification: a: All cables shall be routed through best quality PVC pipes b: Cables made by Pakistan Cables should be used for all electrical works of billboards c: A distribution board will be fixed near the sign in a safe place with automatic circuit breakers d: All circuit breakers shall be made of manufacturers Mitsubishi/MG France e: The entire system shall be earthed f: A solar timer switch will be fixed for automatic switching on/off of lights g: Lights shall be installed with steel pipes and brackets

APPENDIX III MAINTENANCE OBLIGATIONS (MINIMUM) Structure: Paint: Once a year Strength: Once a year Foundation bolt: Quarterly Panel under skin: twice a year Electrical Lights checking: regularly Lights connection: regularly Cabling: twice a year Skin: Wash: 3 times a year Stretch: 6 times a year Complimentary skin rotation: Unlimited