AGREEMENT OF LIMITED PARTNERSHIP

Limited Partnership Agreement

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TELESOURCE INTERNATIONAL, INC | SAYED HAMID BEHBEHANI & SONS CO., JOINT VENTURE, L.P.

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Title: AGREEMENT OF LIMITED PARTNERSHIP
Governing Law: Illinois Date: 4/2/2007

Exhibit 10.17

AGREEMENT OF LIMITED PARTNERSHIP

TELESOURCE INTERNATIONAL, INC./

SAYED HAMID BEHBEHANI & SONS CO., JOINT VENTURE, L.P.

This Agreement of Limited Partnership (“Partnership Agreement”) of Telesource International, Inc./Sayed Hamid Behbehani & Sons, Co., Joint Venture, L.P. , an Illinois limited partnership (the “Partnership”), is made and entered into by and among Telesource International, Inc., as general partner, on behalf of itself and its wholly-owned subsidiaries Telesource CNMI, Inc. and Telesource, Fiji, Ltd. (the “General Partner”), and Sayed Hamid Behbehani & Sons, Co. , as the limited partner (the “Limited Partner”).

ARTICLE 1
FORMATION OF THE PARTNERSHIP

The parties agree and do hereby enter into a limited partnership under and pursuant to the provisions of the Uniform Limited Partnership Act of the State of Illinois (the “Act”), as amended, and the rights and liabilities of the Partners shall be as provided therein except as otherwise expressly provided in this Partnership Agreement.

ARTICLE 2
NAME AND PRINCIPAL OFFICE

2.1. Name . The Partnership shall be conducted under the name of Telesource International, Inc./Sayed Hamid Behbehani & Sons, Co., Joint Venture, L.P. or such other name as may from time to time be determined by the General Partner.

2.2. Principal Office . The principal office and place of business of the Partnership shall be located at 860 Parkview Boulevard, Lombard, Illinois 60148 or such other place as the General Partner(s) may from time to time designate.

2.3. Registered Agent and Address . The registered agent and registered address of the Partnership shall be Nidal Zayed, 860 Parkview Boulevard, Lombard, Illinois 60148.

ARTICLE 3
PURPOSE

The Partnership is organized for the purposes of purchasing, maintaining, operating, managing, leasing, selling and developing real property, as well as performing design/build construction projects for the U.S. Government, and engaging in other lawful acts or activities consistent with the foregoing for which limited partnerships may be organized under the Act. The purposes of the Partnership may be carried out through activities conducted by the Partnership or through investments in any other Person. “Person” means any individual, partnership (whether general or limited and whether domestic or foreign, limited liability company, corporation, trust, estate, association, custodian, nominee, and other entity.

ARTICLE 4
TERM AND FISCAL YEAR

4.1. Term . The Partnership shall be effective the 15 th day of March, 2006 and shall continue in existence until terminated pursuant to the provisions of Article 12 of this Partnership Agreement.

4.2. Fiscal Year . The fiscal year of the Partnership shall be the calendar year.

ARTICLE 5
CAPITAL

5.1. Original Capital Contributions . The Partners have or shall contribute to the Partnership as capital that cash or other property listed on Exhibit A hereto. The initial value of each Partner’s initial capital contribution shall be as set forth opposite such Partner’s name on Exhibit A hereto.

5.2. Return of Capital Contributions . Except as specifically provided in this Partnership Agreement, a Partner shall not be entitled to the return of his capital contribution to the Partnership.

5.3. Capital Accounts .

5.3.1 A separate Capital Account will be maintained for each Partner in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2, as amended. Each Partner’s Capital Account will be increased by (1) the amount of money contributed by such Partner to the Partnership; (2) the fair market value of property contributed by such Partner to the Partnership (net of liabilities secured by such property that the Partnership assumes or takes subject to for purposes of Code Section 752); and (3) allocations to such Partner of Partnership profits and other allocations to such Partner of items of Partnership income or gain. Each Partner’s Capital Account will be decreased by (1) the amount of money distributed to such Partner by the Partnership; (2) the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to under Code Section 752); and (3) allocations to such Partner of Partnership losses and other allocations to such Partner of items of Partnership loss or deduction. The Partnership may, upon the occurrence of the events specified in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Partnership property.

5.3.2 For purposes of computing the amount of any item of Partnership income, gain, loss or deduction to be reflected in the Partners’ Capital Accounts and to be allocated pursuant to Article 6 of this Agreement, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose), provided that:

5.3.2.1 The computation of all items of income, gain, loss and deduction shall include income and expense of the Partnership that is exempt from federal income tax and also those items described in Code Section 705(a)(1)(B) or Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includible in gross income or deductible for federal income tax purposes;

5.3.2.2 If the book value of any Partnership property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from a disposition of such property;

5.3.2.3 Items of income, gain, loss or deduction attributable to the disposition of Partnership property having a book value that differs from its adjusted basis for federal income tax purposes shall be computed by reference to the book value of such property;

5.3.2.4 Items of depreciation, amortization and other cost recovery deductions with respect to Partnership property having a book value that differs from its adjusted basis for federal income tax purposes shall be computed by reference to the book value of such property in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

5.3.2.5 To the extent an adjustment pursuant to Code Section 732(d), 734(b) or 743(b) to the adjusted tax basis of any Company property is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the tax basis) or loss (if the adjustment decreases the tax basis); and

5.3.2.6 Items of Company income, gain, loss or deduction which are specially allocated pursuant to Section 6.2 shall be determined in the same manner as Company Profits and Company Losses, but such specially allocated items shall not be taken into account in computing Company Profits and Company Losses.

5.3.3 The rules set forth in this Article 5 are intended to comply with the requirements of the Code and Treasury Regulations. If, in the opinion of the General Partner, the rules set forth in this Section 5.3 must be modified in order for the Partnership to comply with the requirements of the Code or the Treasury Regulations, then the method in which Capital Accounts are maintained shall be so modified.

5.4. Additional Capital Contributions or Limited Partners . The Partners shall not be required to make additional capital contributions. No capital contribution may be made by

any Partner without the consent of the General Partner(s). The General Partner(s) may, but are not required, to admit additional Limited Partners provided such person is a Permitted Transferee as provided in Section 10.2 and enters into this Partnership Agreement. The value of the capital contribution and the Capital Accounts shall be determined by the General Partner(s) in accordance with Section 5.3 .

5.5. Interest on Capital Contributions . The Partnership shall not pay interest on capital contributions.

5.6. Liability of Members . Except as required under the Act or any other provision of this Agreement, no Partner shall have any obligation to restore any portion of any Capital Account deficit or to contribute to the capital of the Partnership.

ARTICLE 6
ALLOCATION OF PROFITS AND LOSSES

6.1. Allocation of Profits and Losses . Except as otherwise provided in Section 6.2 , the profits and losses of the Partnership and each item of income, gain loss, deduction or credit of the Partnership for any fiscal year shall be allocated among the Partners such that, as of the end of such fiscal year, the Capital Account of each Partner shall equal (a) the amount which would be distributed to him or it or for which they would be liable to the Partnership under the Act, determined as if the Partnership were to (i) liquidate the assets of the Partnership for an amount equal to their book value and (ii) distribute the proceeds of such liquidation to the Partners in accordance with Section 12.4 minus (b) the sum of (i) such Partner’s share of Partnership Minimum Gain (as determined according to Treasury Regulation Sections 1.704-2(d) and (g)(3)) and such Partner’s partner minimum gain (as determined according to Treasury Regulation Section 1.704-2(i)) and (ii) the amount, if any, which such Partner is obligated to contribute to the capital of the Partnership as of the last day of such fiscal year.

6.2. Special Allocations . The following special allocations will be made in the following order:

6.2.1 Partnership Minimum Gain Chargeback . Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, notwithstanding any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any fiscal year, each Partners shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). For purposes of this agreement, the term “Partnership Minimum Gain” shall have the same meaning ascribed to that tern in Section 1.704-2(d) of the Treasury Regulations. Allocations pursuant to this Section 6.2.1 shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be

determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This Section 6.2.1 is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

6.2.2 Partner Minimum Gain Chargeback . Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Article 6, if there is a net decrease in Partner Minimum Gain attributable to a Partner Non-Recourse Debt during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Non-Recourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Non-Recourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). For purposes of this agreement, the term “Partner Minimum Gain” shall have the same meaning ascribed to that tern in Section 1.704-2 of the Treasury Regulations and the term “Partner Non-Recourse Debt” shall have the same meaning ascribed to that tern in Section 1.704-2(b)(4) of the Treasury Regulations. Allocations pursuant to this Section 6.2.2 shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 6.2.2 is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

6.2.3 Qualified Income Offset . In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such Partner’s Deficit Capital Account. For purposes of this Agreement, the term “Deficit Capital Account” shall mean with respect to any Partner, the deficit balance (if any) in such Partner’s Capital Account as of the end of the fiscal year, after giving effect to the following adjustments: (i) credit to such Capital Account any amount which such Partner is treated as being obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the penultimate sentence of Treasury Regulations Section 1.704-2(g)(1) and (i)(5), after taking into account any changes during the period in Partnership Minimum Gain and in the Partner Minimum Gain; and (ii) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(ii)(d)(4), (5) and (6). This definition of “Deficit Capital Account” is intended to comply with Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be construed in a manner consistent with those provisions.

6.2.4 Gross Income Allocation . In the event any Partner has a Deficit Capital Account at the end of any fiscal year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such Deficit Capital Account as quickly as possible, provided that an allocation pursuant to this Section 6.2.4 shall be made only if and to the extent that such Partner would have a Deficit Capital Account after all other allocations provided for in this Article 6 (other than Section 6.2.3 ) have been made.

6.2.5 Partner Non-recourse Deductions . Partner Non-recourse Deductions for any fiscal year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Non-recourse Debt to which such Partner Non-recourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

6.2.6 Curative Allocations .

6.2.6.1 The special allocations required under this Section 6.2 are intended to comply with the Treasury Regulations. It is the intent of the Partnership and each of the Partners that all special allocations made pursuant to Section 6.2.1 through Section 6.2.6 shall be offset either with other special allocations made pursuant to Section 6.2.1 through Section 6.2.6 or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 6.2.6 . Therefore, the General Partner may, in its sole discretion, make, pursuant to this Section 6.2.6 , such offsetting special allocations of Partnership income, gain, loss or deduction in any manner the General Partner determines to be appropriate, consistent with the goal that each Partner’s Capital Account balance be, to the extent possible, equal to the Capital Account balance such Partner would have had in the absence of any allocations pursuant to Section 6.2.1 through Section 6.2.6 .

6.2.6.2 The Partners expect and intend that upon the liquidation of the Partnership, after giving effect to all contributions and all allocations for all periods, each Partner’s Capital Account will have a positive balance equal to the amount of proceeds distributable to such Partner. If in the opinion of the General Partner this intended result would not be achieved without modification of the allocations required under this Article 6, then the allocations required under this Article 6 shall be modified in a manner consistent with Treasury Regulations Section 1.704-1(b) and 1.704-2 to the extent necessary to cause each Partner’s Capital Account to have a balance equal to the amount of proceeds distributable to such Partner upon the liquidation of the Partnership.

6.2.6.3 If the General Partner determines that the allocation of any item of Partnership income, gain, loss, deduction or credit is not specified in this Article 6 (an “unallocated item”), or that the allocation of any item of Partnership income, gain, loss, deduction or credit under this Article 6 is clearly inconsistent

with the Partners’ economic interests in the Partnership (determined by reference to the general principles of Treasury Regulations Section 1.704-1(b) and the factors set forth in Treasury Regulations Section 1.704-1(b)(3)(ii) (a “misallocated item”), then the General Partner may allocate such unallocated item, or reallocate such misallocated item, to reflect the Partners’ economic interests in the Partnership.

6.2.7 Allocations Relating to Taxable Issuance of Interests . Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of partnership interests by the Partnership to a Partner shall be allocated among the Partners so that, to the extent possible, the net amount of such items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each Partner if such items had not been realized.

6.3 Other Allocation Rules .

6.3.1 Profits and losses of the Partnership, and all other items of Partnership income, gain, loss, deduction and credit shall be determined by the General Partner on a daily, monthly or other basis, using any method permitted under Code Section 706 and the Treasury Regulations.

6.3.2 The Partners are aware of the tax consequences of the allocations required under this Article 6 and each Partner hereby agrees to be bound by the provisions of this Article 6 in reporting such Partner’s share of Partnership income, gain, loss and deduction for federal income tax purposes.

6.3.3 As between a Partner and any permitted (under this Agreement) transferee of all or any portion of such Partner’s Units, profits and losses of the Partnership shall be allocated by the General Partner in a manner intended to comply with Section 706 of the Code and the Treasury Regulations promulgated thereunder. In order to make such an allocation, the General Partner may, in its discretion, close the Partnership’s books on the date of such permitted transfer.

6.4 Allocations Solely For Tax Purposes .

6.4.1 Allocations required under this Section 6.4 are solely for tax purposes and shall not affect any Partner’s Capital Account or any Partner’s share of any distribution from the Partnership.

6.4.2 Allocations of tax credits, tax credit recapture, tax benefit recapture, and any items related thereto shall be allocated to the Partners according to their interests in such items as determined by the General Partner taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

6.4.3 Items of Partnership income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variance between the tax basis of such property to the Partnership and its book value.

6.4.4 If the book value of any Partnership property is adjusted pursuant to Section 5.3.2 , subsequent allocations of items of taxable income, gain, loss and deduction with respect to such Partnership property shall take account of any variation between the tax basis of such Partnership property and its book value in the same manner as required under Code Section 704(c).

ARTICLE 7
DISTRIBUTIONS

7.1 Distributions in General . The General Partner(s), in its sole discretion, shall determine the total amount of distributions to be made to the Partners and the time for making such distributions. The Limited Partners hereby waive, relinquish, cancel and disclaim any and all rights, if any, which they may have to request or compel a distribution. Distributions may be in cash or in kind, or both, and the portion of such shares that is received in cash may vary from Partner to Partner, as the General Partner(s) may determine. Consistent with the General Partner’s duty of care and loyalty to the Partnership, the General Partner(s), in determining the amount of distributions, shall take into account:

· current needs for operating capital;

· prudent reserves for future operating capital;

· current investment opportunities;

· prudent reserves for future investment opportunities;

· the Partnership’s needs in its business and sums necessary to operate its business until the income from further operations is available

· the amounts of its debts;

· the necessary or advisability of paying its debts, or at least reducing them within the limits of the Partnership’s credit;

· preserving its capital as represented in the Partnership’s property as a fund to protect its creditors; and

· the character of its surplus Property.

7.2 Allocation of Distributions . The Partnership shall make distributions to the Partners at times and in such aggregate amounts as provided in Section 7.1 ; provided that such distributions shall be made in the following order and priority:

(a) First, to the Limited Partners (in the proportion that each Limited Partner’s share of Unpaid Preferred Yield bears to the aggregate Unpaid Preferred Yield with respect to all Limited Partners immediately prior to such Distribution) until the aggregate Unpaid Preferred Yield with respect to all Limited Partners has been reduced to zero; and

(b) Second, 99% to the General Partner and 1% to the Limited Partners (in proportion to the number of Limited Partners at the time of such distribution).

7.3 Definitions for Distributions . For purposes of this Article 7, the following definitions shall apply:

“ Preferred Yield ” means, with respect to each Limited Partner’s interest, the amount accruing on such interest on a daily basis, at 6.5% per annum, compounded on the last day of each calendar quarter, on (a) the Unreturned Capital of such Limited Partner’s interest plus (b) the Unpaid Preferred Yield thereon at the close of the preceding quarter.

“ Unpaid Preferred Yield ” of any Limited Partner means, as of any date of determination, an amount equal to the excess, if any, of (a) the aggregate Preferred Yield accrued on such Limited Partner’s interest for all periods and partial periods prior to such date, over (b) the aggregate amount of prior distributions made by the Partnership with respect to such Limited Partner’s interest pursuant to Section 7.2(a) .

7.4 Withholding . Notwithstanding any other provision of this Agreement, the Partnership shall comply with all federal withholding requirements with respect to allocations or distributions to Partners that are applicable under the Code or any other federal, state or local law. In the event that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner (including by reason of Section 1446 of the Code) (the “Withheld Amount”), (i) to the extent that the amount of cash that would otherwise be distributed to the Partner at the time of such withholding (the “Distributable Amount”) equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as a distribution of cash to such Partner, (ii) to the extent that the Distributable Amount is less than the Withheld Amount (a “Withholding Shortfall”), such Partner shall be required to pay the amount of such Withholding Shortfall to the Partnership within 15 days after demand therefor, and (iii) to the extent that a Partner is unable to make any required payment of a Withholding Shortfall on a timely basis, such Withholding Shortfall shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the

Partnership pays over the Withholding Shortfall to the taxing authority and shall bear interest calculated at the Applicable Rate. A Partnership Loan shall be repaid through setoff by the Partnership with respect to subsequent distributions to the applicable Partner. In the event that the Partnership withholds any amount from allocations or distributions to any Partner pursuant to this Section 7.2 , the Partnership shall indicate the amount withheld to such Partner.

ARTICLE 8
RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER(S)

8.1. Management of Partnership Affairs . The General Partner(s) shall have full, exclusive and complete discretion in the management and control of the business and affairs of the Partnership and shall make all decisions affecting the Partnership’s business and affairs. The General Partner(s) shall have all the rights, powers and obligations of a General Partner(s) as provided in the Act and otherwise as provided by law. If there is more than one General Partner, any action taken by a majority of General Partners (or both General Partners, if there are only two) shall constitute the act of and serve to bind the Partnership; provided, however, that persons dealing with the Partnership are entitled to rely conclusively upon any instrument or direction executed by any one General Partner, and further provided that if the General Partners unanimously select from among themselves a Managing General Partner, that Partner shall have full, exclusive and complete discretion in the management and control of the business and affairs of the Partnership on behalf of the General Partners and shall make all decisions affecting the Partnership’s business and affairs.

8.2. Powers and Authorities of General Partner(s) . The General Partner(s) is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in its judgment, are necessary, proper or desirable to carry out its duties and responsibilities, including but not limited to the right, power and authority to:

8.2.1. Incur all reasonable expenditures and pay all obligations of the Partnership;

8.2.2. To invest and reinvest the partnership property in real estate, bonds, stocks, mortgages, notes, debentures, preferred stocks, voting trust certificates, beneficial interests in land trusts, interests or shares in common trust funds, mutual funds, “open-end” or “closed-end” investment funds or trusts, real estate investment trusts or savings and loan or building and loan associations, oil, gas or other mineral interests or natural resources, commodities, foreign exchange, or other property of any kind, real or personal, suitable for investment;

8.2.3. &nb

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