DEED OF DISSOLUTION OF PARTNERSHIP

(Involwpq 'mmovab'e properti)

THIS DEED OF DISSOLUTION madeat th'Sday . beNveenMr.A

residing at hereinafterreferredto as 'the Patty of the First Parr and Mr. 'B'
res'dlng at . hereinafter referred to as 'the Party for the Second Part' and Mr.C'
residing at hereinafter referred to as •theParty of the Ttvrd Part,'

WHEREAS the Part'es hereto have been carrytngon business of. tn

partner- st-upjn the F Irm name of Ml's XYZ 8 CO on the terms and conditions
recorded In the Deed of Partnership dated entered Into by and betweenthe
parties hereto.since the day of

AND WHEREAS as certaindifferenceshave ansen betweenthe parties

hereto (or as the parties do not destre to continue the said partnershipfor
diverse reasons the pames) have agreed to dissolve the said partnershipas
trom the day of ... on the terms herein recorded

AND WHEREAS the assets of the partners consist of (l) the land and
premtses purchased and belongjng to the Party of the First Part and broughtjn
by the Patty of the Fitst Patt as rus contnbutlonto the capital of the Firm (n) the
lands and premtses described In the Second and Third Schedules hereto
purchased or otherwiseacquired by the Firm in the course of Its business. On)
and the goodwill, the stock-in-trade, furnitureand other articles and things and
bank balances and outstandings.

AND WHEREAS accounts of the partnershipbusiness have been made

upto the date of dissolution and the totai value of the assets have been
ascertained to be Rsm including Bank balances, and outstandingdebts and
excluding therefromthe debts and liabilities of the Firm.
AND WHEREAS each partner is entitledto an equal share in the assets
and profits of the firm, under the said Deed of Partnership.

AND WHEREAS it is agreed that the property described In the First

Schedule will be returned back to the Party of the First Part in lieu of his share In
the said assets, the property described In the Second Schedule will be assigned
to the Party of the Second Part in lieu of his share in the said assets and the
property described in the Third Schedule will be retained by the Party of the
Third Part in lieu of his share in the said assets.

AND WHEREAS for equalisation of shares the Party of the Third Part will
pay to the Parties of the First and Second Parts in cash a sum of Rs... in the
manner hereinafter provided. --

AND WHEREAS it is agreed that the business of the firm will be

continued by the Party of the Third Part alone in the same name and he will be
entitled to retain not only the property described in the Third Schedule but all the
stock-in- trade, furniture, articles and moneys in lieu of his share in the assets
subject to payment of the said sums payable to the Parties of the First and
Second Part and subject to all debts and liabilities of the Firm and that the
Parties of the First and Second Part will be deemed to have retired from the
partnership

AND WHEREAS the parties have agreed to record the terms of and
effectuate the dissolution of the Firm In the manner following.

NOWTHIS DEED WITNESSETH AS FOLLOWS:

 It Is agreed and declared that the partnership between the parties hereto
in the nanneof M/S ... be and it is hereby dissolved with effect from the
day of 2000.

2. The accounts of the business and assets, profitsand losses of the said
partnershipfirm till the date of dissolutionhave been made and settled
and signed by the Parties and the Parties confirmthe same and except as
hereinafter provided no party is liable to the others in respect thereof.

3. The business of the Firm shall be continuedto be carried on by the Party

of the Third Part alone and as the sole proprietorthereof as from the said
date and the Parties of the First and Second Part shall be deemed to
have retired from the partnershipand shall have no claim theretoexcept
to the extent hereinafter mentioned.

4. The propertydescribed In the First Schedule hereto shall cease to be a

part of the assets of the Firm and shall continue to belong to the Party of
the First Part in his own personal capacity and the Parties hereto of the
Second and Third Part hereby release and renounce all their right, title
and Interest therein or thereto as partners of the Firm.

5. The propertydescribed in the Second Schedule hereto shall also cease

to be a pad of the assets of the Firm and shall belong to the Party of the
Second Pad alone and in his own personal right and the Parties of the
First and Third Part hereby grant, transfer and release all their respective
shares, right, title and interest therein together with the appurtenances
thereto To Have and To Hold the same unto and to the use of the Party of
the Second Part absolutely subject to the payment of the taxes, rates,
assessments, dues and dunes payable jn respect thereof to the
 Governnnentor Municipal Corporation or any other public body.

6. The Parties of the First and Second Part also release or renounce in
favour of the Party of the Third Part all their share, right. title and interest,
claim and demand in or to the stock-in-trade. furniture and other articles
and moneys belonging to the Firm, the goodwill, thereof and in or to all
the debts and outstandings belonging to the Firm.

The propertydescribed in the Third Schedule hereto shall belong to the

Party of the Third Part alone and the Parties of the First and Second Part
hereby grant, transfer and release all their respective shares, rights. title
and interesttherein To Have And To Hold the same unto the use of the
Party of the Third Part absolutely subject to the payment of all the taxes,
rates, assessments, dues and duties In respect thereof payable to the
Government or the Municipal Corporation or any other public body.

8. The Party of the Third Part agrees and covenants to pay to each of the
parties of the First and Second Parts a sum of Rs... by quarterlyequal
instalments with Interest thereon at % p.a. the first of such instalments
to be paid on the .. day of .. and each subsequent instalments on the
day of each subsequent quarter provided that in default of payment of any
two instalments the whole of the said amount or any part thereof then
remaining due shall become payable forthwithand provided further that,
the paymentof the said amounts shall remain charged on the property
described in the Third Schedule hereto and allotted to the Party of the
Third Part.

9. The Party of the Third Part covenants with the Parties of the First and
Second Part that he will pay and is liable to pay all the debts and
 liabilities of the Firm subsisting on the date of dissolution including
liabilities of Firm's income-taxand othertaxes and Governmentdues and
shall indemnifyand keep indemnifiedthe Parties of the First and Second
Parts against the said liabilityand against all loss, costs, charges and
expenses incurred by any of them on account of such debts and liabilities
or any of them or any part thereofbeing required to be paid by them or
any of them.

10. Each of them the Parties hereto hereby releases the other or others from
all proceedings. accounts, claims and demands in respect of the said
partnership but withoutprejudice to any rights or claims and remedies in
respect thereof under these presents.

11. The Parties of the First and Second Part hereby jointly and severally
appoint, nominate and constitute the Party of the Third Part their attorney
or agent with authority to collect all the assets and property of the
partnershipand to ask, demand,sue for and recover and receive and to
sign and give discharge for all the debts. estate and effects or other
moneys due or owing or in any wise belonging to the said partnership and
to settle accounts. reckoning, matters and things whatsoever relating
thereto and to compoundor release all or any of the debts or claims
belongingto the partnershipand to Instituteany suit or legal action or
other proceedings for compellingpayment,discharge or delivery of any
moneys or other property belonging to the partnership and for any of the
purposes aforesaid from time to time to appoint any substitute or
substitutes and at any time to remove him or them, to sign, declare
pleadings. applications and other papers as may be required for the
purpose. and generally to do all such acts and things as may be
necessary or expedient for the purpose of recovering All debts and
 liabilities of the Firm or for vesting in the Party of the Third Part the
premises hereby assigned or released to him.

12. The Parties of the First and Second Part shall not for a period of one year
from the date hereof carry on or engage or be concerned or interested
either directly or indirectlyin the same business carried on by the said
partnership in the city of

13. The benefits of or rights to all permits licenses held by the said Firm shall
belong to the Party of the Third Part alone and the Parties of the First and
Second Part will have no right or claim thereto.

14. Each of the parties hereto agrees and undertakes to sign all applications.
documents, and other papers as may be. required to properly transfer the
properties and other assets allotted, assigned or released to the other or
others including all licenses and permits in the Governmentor Municipal
records or otherwise but the costs, charges and expenses in respect
thereto will be borne by the party requiring such documents to be signed.

15. Each of the parties hereto assures the others that except as recorded in
the books of account of the Firm and other record, any of them has not
received. collected or discharged or compromised any claim demand or
credit due or to become due to the Firm or incurred any debt or liability or
obligation that may now or hereafter directly or indirectly charge or affect
the partnership or any of Its propertyand assets.

16. The notice of the dissolution of the firm in the prescribed form will be
given by the Party of the Third Part within prescribed time as required by
the Partnership Act and Rules made thereunder and the Party of the Third
 Part will publish the dissolution in the Government Gazette as early as
possible.

17. All the expenses of and incidental to stamp and registration of this Deed
will be borne by the parties hereto in equal shares.

18. The original of this Deed will remain in the custody of the Party of the
Third Part and will be produced by him to the other or others whenever
required for inspection or productionbefore any Court. any Govt. Officer,
Central or State, includingthe Offices of the Income tax and Sales Tax
Department.One duplicate signed copy of this Deed will remain with each
of the other two parties hereto.

19. Notwithstanding anything hereinbefore contained all the liability for

income-tax on the personal Income including capital gains tax of any
party hereto including any interest thereon and penalties imposed In
respect thereof incurred before dissolution or after will be that of the party
whose Income it is and such party shall indemnifyand keep indemnified
the other parties against such liability and costs. charges and expenses
incurred on that account.

IN WITNESS WHEREOF the parties have put their respective hands the
day and year first hereinabove written.

THE FIRST SCHEDULE ABOVE REFERRED TO

THE SECOND SCHEDULE ABOVE REFERRED TO
THE THIRD SCHEDULE ABOVE REFERRED TO
Signed and delivered by the withinnamed Party of the
First Part Mr. A in the presence of

Signed and delivered by the withinnamed Party of the

Second Part Mr. B in the presence of

Signed and delivered by the withinnamed Party of the

Third Part Mr. C in the presence of