Our Ref: SDX/HR-12/06

30th of June 2006

Mr. Thanigaivel Murugan

39, Seyniyar Street,
Muthiyalpet,
Kancheepuram Dsit,
Tamil Nadu State,
India-631601
Fax No: +914442129564

Dear Mr. Thanigaivel,

Re : Offer of Employment as Linux Administrator

We are pleased to offer you employment as Linux Administrator with our Company
subject to the following terms and conditions: -

1. Work Permit

This employment is subject to the approval of the Malaysian Immigration

Department through the granting a Work Permit to enable you to take up such
employment.

2. Commencement Date

Your employment shall be deemed to operate from the 1st day of August 20 06
and shall continue until terminated in accordance with the provisions of this
employment or upon expiry of twelve (12) months (up to 31st July 2007) from
the date of commencement of this employment, or until earlier termination as
hereinafter provided.

3. Work Base

3.1 You shall be based in Suite 19A-30-3A, UOA Centre, No. 19, Jalan
Pinang, 50450 Kuala Lumpur Malaysia. However, we reserve the right
to transfer you to any other site/office within Malaysia with or without
notice and without any reason being assigned thereto.

3.2 For avoidance of doubt, this right of transfer by us shall also apply in the
event that your work base is relocated to any other location outside
Malaysia.

4. Work Assignment

In addition to the normal work assignments required of you, we may at our entire
discretion allocate to you additional work assignments at any of our work sites,
branch offices, factories, premises, business offices and other undertakings and

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 enterprises owned by us or as the case may be by any of our associated
Companies, or any other company carrying on business and for the time being,
employing or engaging our services as Agents, Managers and/or Contractors.

5. Salary

Your monthly salary will be as follows, payable monthly in arrears on the last day
of each month or on a date selected at our discretion.

i) Basic salary RM 1,300.00per month

ii) Allowance of : (if applicable) RM Nil per month
iii) Gross Salary RM 1,300.00per month

6. Probation

The Employee is required to serve three (3) months’ probationary period. If the
Employee fail to perform his service satisfactorily, the Company reserves the
right to:-

(a) terminate the Employee’s service by serving two (2) weeks’ written
notice; or
(b) extend the Employee’s probation period for another one to three (1-3)
month(s); or
(c) offer the Employee an alternative position with revised salary and
benefits, as the case may be.

During this probationary period, either party has the right to terminate the
Employee’s service by serving two (2) weeks’ written notice without any reason
being assigned thereto.

Please note that the Employee is deemed to be still under probation unless and
until the letter of confirmation is issued to the Employee.

7. Working Hours

Your normal working hours will be from 09:00 hours to 18:30 hours from
Monday to Friday, with one (1) hour lunch break. We may however, require you
to work longer hours or at times other than the normal working hours as may
from time to time become necessary in order to meet the needs of the
Company’s business and you shall not be entitled to receive any additional
remuneration for work done outside your normal working hours of work. We
reserve the right to change the working hours as and when it is deemed
necessary.

8. Medical Examination

8.1 You may be required to undergo and pass a medical examination or

psychiatric test at a Government hospital or our approved clinics prior to
the commencement of your employment.

8.2 Notwithstanding 8.1, we also reserve the right to request you to undergo a
medical examination or psychiatric test at a Government hospital or our
approved clinics and to provide blood, urine or other like specimens for
analysis as and when it is deemed necessary throughout your service.

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 8.3 We may terminate your employment without notice if you:-

8.2.1 refuse to undergo such medical examination or the required

tests; or
8.2.2 are found to be medically unfit to discharge your duties by
reason of ill health or alcohol or drug abuse; or
8.2.3 are found to be a carrier of an infection, virus or other disease
detrimental to our operations.

8.4 In all cases we shall pay for the expense of the medical examination and
you hereby authorise the medical officer or doctor to disclose to us the full
details of the examination results and to discuss with us any matters
arising from the examination which might impair you in properly
discharging your duties.

9. Medical Benefits

9.1 You shall only be entitled to compensation for medical costs provided by
the Social Security Organisation (SOCSO) or the Workmen Compensation
Insurance, as the case may be, in the event of accidents in the work place
resulting in incapacity.

9.2 In the event that you fall ill, we will pay for the medical costs by our
Medical Practitioner (meaning any doctor appointed by us to our Company
Panel of Doctors or a doctor or medical assistant employed at a
Government Clinic or Government Hospital) or any other Medical
Practitioner approved by us but excludes traditional physicians or
traditional healers (unlicensed medical practitioners who use traditional
medicines), up to a maximum of RM300.00 per calendar year (Ringgit
Malaysia Three Hundred Only). During the first year of your service,
the amount of medical expenses reimbursable by us shall be in direct
proportion to the months of service you have completed at the time of
incurring such expenses. Provided always that such medical expenses
shall not include the following treatment :-

i) Dental treatment and dentures;

ii) Spectacles and eye-glasses;
iii) Any expenses which constitutes a valid claim under the Workmen's
Compensation Ordinance or the Employees' Social Security Act;
iv) Medical Treatment of any compliant revealed by our approved Medical
Practitioner or Government Doctor prior to employment with us;
v) Any expenses in respect of pregnancy, miscarriage or confinement;
vi) Medical treatment arising out of self-inflicted injury or illness or
diseases caused directly or indirectly by your misconduct;
vii) Medical treatment in respect of illness or injury arising from unlawful
acts, exposure to any unjustifiable hazards (except when attempting to
save human life), use of drugs other than those prescribed by our
Medical Practitioner or by a Government hospital, disorderly conduct in
public and activities not connected with your normal duties of the
office of employment in the service of the Company.
viii) Psychiatric treatment
ix) Surgical operations.

9.3 The above exclusions shall also apply in the event that your dependents

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 (which means your lawful wife and your legitimate children who are below
the age of eighteen and are unmarried and unemployed) are included in
your entitlement to medical attendance payable by us under this Clause.

9.4 Medical expenses exceeding the aforesaid sum are to be borne by you or
shall require our approval at our entire discretion. Notwithstanding the
aforesaid, we reserve our right to vary the maximum amount of medical
expenses payable in accordance with any change or alteration of
personnel policies which shall be notified to you by way of circulars,
notices or memoranda or amendment of contractual terms and conditions
of service.

10. Absence

10.1 You shall not, without permission first had and obtained, leave or absent
yourself from the place at which you are employed unless for the purpose
of executing the orders and directions of the Company or the Directors or
the Managers or the Supervisors of the business of the Company for the
time being, unless prevented from attending at the said place of business
by ill-health.

10.2 We shall at our entire discretion, deduct a proportionate amount from the
your salary for every day of absence from your employment without our
previous permission unless by reason of incapacity through illness or
injury.

10.3 Notwithstanding anything herein to the contrary, in the event you are
detained under police remand, the period in custody shall be regarded as
a valid reason for absence and we shall, at our entire discretion, deduct a
proportionate amount from your remuneration or your leave for every day
of absence from your employment.

11. Annual Leave

11.1 You shall be entitled to the following paid annual leave:

(a) eight days for every twelve months of continuous service if you have
been continuously employed for a period of less than two years;

(b) twelve days for every twelve months of continuous service if you have
been continuously employed for a period of two years or more but less
than five years; and

(d) sixteen days for every twelve months of continuous service if you have
been continuously employed for five years or more.

11.2 The annual leave is to be taken at a time or times convenient to us and

subject to Company exigencies and this shall be taken no later than
twelve (12) months after the leave falls due. If you fail to take such leave
within the designated time-frame, you shall cease to be entitled to the
leave unless prior written approval is given by us. Application to
accumulate such annual leave shall be made by completing the

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 “Application To Accumulate Leave” Form.

11.3 You shall make your application for annual leave at least seven (7) days in
advance by completing the “Leave Application Form” and you shall not
commence your annual leave without the prior written approval of your
application.

11.4 If you wish to cancel your leave, which has been previously approved by
us, you may do so by completing the “Cancellation of Leave” Form and to
be approved by us at our discretion. Failure to do so will result in the
deduction of your annual leave as per the original leave application.

11.5 You shall not be entitled to be paid in respect of annual leave accrued due
but unutilised as at the date of termination of employment.

11.6 Leave shall not be taken to set off against the notice period of resignation
unless specifically approved by management.

11.7 We may at our discretion revise the above leave benefit.

12. Sick Leave

12.1 If you are absent on account of illness or incapacity, you must apply for
paid sick leave by notifying your immediate superior before the beginning
of your normal working hours and by producing a medical certificate
which is either issued by a doctor who has been appointed to our Panel of
Doctors or by an authorised staff of a Government clinic or hospital.

12.2 We shall reject medical certificates issued by Non-Panel Doctors or

traditional physicians/healers and any sick leave taken by you on account
of such medical certificates being issued to you shall be regarded as
annual leave or unpaid leave, depending on whether you have a sufficient
balance of annual leave accruing to you.

12.3 You shall be entitled to full pay in respect of the said sick leave provided
that the number of days of sick leave in the calendar year shall not
exceed the following :-

• Below two (2) years of continuous service - fourteen (14) days per
annum
• Between two (2) to five (5) years of continuous service - eighteen (18)
days per annum
• Above five (5) years of service - twenty-two (22) days per annum

Sick leave in excess of the above shall be regarded as unpaid leave or

annual leave.

12.4 In the calendar year in which you join the Company, the number of days
of sick leave provided above will only be approved in proportion to the
months of service you will have completed by the end of the calendar
year.

12.5 If the hospitalisation is necessary, the number of days of sick leave can be
extended up to sixty (60) days per calendar year at our discretion.

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 12.6 If your illness or incapacity is of a prolonged or contagious or
incapacitating nature such as tuberculosis, leukaemia, cancer or paralysis,
you shall be entitled to a maximum of three (3) months’ sick leave on full
pay and a further three (3) months’ sick leave on half pay. Such pay shall
not be granted unless you obtain a medical certificate from a Government
hospital or Company approved clinic and undergoes a course of treatment
recommended by a Government hospital or Company approved clinics.

If your illness or incapacity exceeds the period of six (6) consecutive

months, we shall be entitled at any time thereafter to terminate your
employment by immediate notice in writing to you without compensation.

13. Maternity Leave

13.1 Every female Employee shall be entitled to maternity leave for a period
not exceeding than sixty (60) days (including rest days and prescribed
public holidays) after the date of the delivery of the child (“the date of
confinement”) on full pay and her eligibility for such paid leave shall be in
accordance with the provisions of the Employment Act 1955.

13.2The application for maternity leave must be supported by a certificate from a

registered medical practitioner.

13.3 The female Employee must notify us of the expected date of confinement
not less than thirty (30) days before absence from work where possible
and she (or someone on her behalf) must notify us of the date of
confinement within seven (7) days thereof.

13.3A female employee who has five surviving children shall be disentitled to
maternity leave pay.

14. Leave Without Pay

It is not our policy to grant leave without pay. Leave without pay is granted only
in exceptional circumstances of crisis or emergency and should not exceed seven
(7) days per year.

15. Compassionate Leave

15.1 You are entitled to the following compassionate leave: -

a. Nature of compassionate leave - one (1) day
Death of husband or wife
Death of father or mother
Death of father-in-law or mother-in-law
Death of a legitimate child
Death of brother or sister
Birth of a legitimate child (for male employee, upon the birth of the 1st
and 2nd legal child only)
Emergencies such as fire or flood affecting the person or property of the
employee

b. Nature of compassionate leave - two (2) days – to be applied in

advance
First marriage

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 15.2 For compenssionate leave under sub-clause a, you must endeavour to
obtain our consent in advance of the compassionate leave or as soon as
possible and must do so no later than the beginning of the working day on
which the compassionate leave is required.

15.3 You may be requested to produce evidence to support any application for
such leave. False evidence will result in the days of absence being
deducted from your salary and we will take disciplinary action against
you.

15.4 All applications for Compassionate Leave are to be submitted vide our
standard leave application form. However, where prior application is not
possible, you shall complete the form upon your return to work.

16. Company’s Rules and Regulations

16.1 You shall at all times observe perform and be subject to and/or be bound
by all and every term and condition of service, rules, regulations or
benefit conferred or stipulated for the time being by us irrespective of
whether the said terms, conditions of service, rules, regulations or benefit
are set out in one single document, or in various notes, memorandum or
circulars from time to time issued by us and applicable to all or a specified
category of members and staff of the Company.

16.2 If you are required to wear uniforms prescribed by us in accordance with

Company policy, such uniforms shall be issued to you annually; however,
you shall be required to lodge a security deposit of fifty percent (50%) of
the cost of such uniforms with us until you have completed three (3)
years' continuous service.

17. Confidentiality

17.1You are aware that in the course of your employment with us you will have
access to and be entrusted with information in respect of the business and
financing of the Company and its dealings, transactions and affairs and
likewise in relation to its holding, subsidiary and/or associated companies
and/or the subsidiary and/or associated compaies of its holding company
(“Related Companies”) all of which information is or may be confidential.

17.2You shall not during or after the period of your employment with the
Company, except in the proper course of your duty, divulge to any person
whatever or otherwise make use of and shall use your best endeavours to
prevent the publication or disclosure of any trade secrets or secret
processess or any confidential information concerning the business or
finances or any dealings, transactions or affairs of the Company and/or its
Related Companies and/or any or its or their suppliers, agents, distributors or
customers.

17.3 All notes and memoranda of any trade secrets or confidential information
concerning the Company and/or its Related Companies and/or any of its or
their suppliers, agents, distributors or customers which shall be acquired,
received or made by you during your course of employment with the
Company shall be the property of the Company and shall be surrendered

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 by you to someone duly authorised in that behalf at the termination of
your employment or at the request of the Board of Directors of the
Company at any time during the course of your employment.

18. Vesting of Property

If at any time during your employment, you (whether alone or with any other
person or persons) make any invention and/or creation and/or work which relates
either directly or indirectly to the business of the Company and/or its Related
Companies, you shall promptly disclose to the Company full details, including
drawings and models, of such inventions and/or creations and/or works and you
declare and acknowledge that such inventions and/or creations and/or works
shall be the property of the Company.

19. Directorship

You shall not at any time during the continuance of your employment with us be
allowed to hold any executive and non-executive directorship in any other
business outside the Company, irregardless of whether there is any conflict of
interests or not, unless prior written consent has been obtained.

20. Business Outside Company

You shall not during the continuance of your employment either alone or jointly
or in the partnership with any other person or persons firm Company or
corporation whomsoever directly or indirectly either by yourself or your agent
assistant or attorney or either in your own name or otherwise, carry on manage
or be in any way concerned engaged or interested in any other duties business or
employment irregardless of whether this will result in any conflict of interests or
not.

21. Negligence In Performance Of Work

21.1 You shall carry out your duties and responsibilities with due care and
diligence at all times and strictly adhere to the maintenance and
operating instructions from the manufacturers, the prevailing operational
procedures and regulations of the Company, including ISO, if applicable,
all orders and instructions issued by the Directors or Company officers as
well as the safety and health procedures of the Company whenever and
wherever these are applicable.

21.2 You shall not place at risk any asset of the Company in any way,
financially or legally, without prior written authorisation from us. You shall
take all measures and precautions to safeguard the Company's assets and
interests at all times.

21.3 We reserve the right to recover any financial loss from you through salary
deduction or any other means in the event that you fail to exercise due
care and diligence in carrying out your duties and responsibilities or if
you, through any unauthorised action on your part, or your proven
negligence, oversight and carelessness, have caused the Company to
suffer any quantifiable financial loss in any way.

22. Demotion

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 Should you fail to satisfactorily discharge the duties and responsibilities of your
office and whose conduct or performance is such that we have lost all confidence
in your ability to undertake the duties and responsibilities assigned to you, we
may exercise our entire discretion to demote you to a lower position than your
current post and you shall be paid a salary and benefits apropriate to that lower
position.

23. SOCSO / EPF / Income Tax

23.1 If required under the law, you shall undertake to become a member of the
Employees Provident Fund (EPF) and if applicable, a member of SOCSO
and you and the Company shall make such statutory contributions to the
EPF and SOCSO as may be required under any relevant statute, law, rule
or regulation for the time being applicable and in force.

23.2 All statutory contributions to EPF and SOCSO together with all income tax
payable based on the scales set by the Inland Revenue Board shall be
deducted monthly from your salary under the PAYE Scheme.

24. Training

You may be required to go for training either locally or overseas and in return for
such training, we may require you to enter into a Bond of Service for such period
of time as may be deemed necessary. Should you breach the aforesaid Bond of
Service, we shall be entitled to impose on you, whatever financial penalties as
may be stated in the said Bond.

25. Suspension Pending Domestic Inquiry

25.1 Subject to changes in Industrial Law practices, we may at our discretion,

suspend you from your work at half pay for a maximum of two (2) weeks
pending the conduct of the Domestic Inquiry.

25.2 If the inquiry does not reveal any misconduct on your part, then we will
reimburse to you the full amount of remuneration so withheld.

25.3 If for any reason, the inquiry is not completed within two (2) weeks, we
shall exercise our discretion as to whether to permit you to resume your
duties or remain on suspension on full pay.

26. Disciplinary Procedure & Summary Dismissal

26.1 You shall face disciplinary action or dismissal for failing to meet our
standards of job performance and conduct (whether during working hours
or not) and attendance, or for breach of any of the terms and conditions of
employment.

26.2 The following are non-exhaustive examples of the type of offences which

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 shall lead to disciplinary action being taken against you:-

26.2.1 Minor offences : poor job performance involving sub-

standard work, unpunctuality, absenteeism or any minor
breach of the Company's regulations;

26.2.2 Serious offences : negligence resulting in minor loss,

damage or injury, failure to comply with a specific
instruction; irresponsibility in relation to the Company's
property, employees, activities or impropriety in relation to
your tasks for the Company, whether or not within working
hours, which we reasonably consider to be detrimental to or
conflicting with the interests of the Company or our agents
or managers or is likely to affect your standard of work;
repeated breach of Company’s rules and regulations; failure
to disclose any of your personal interests which conflicts
with your duty as Company employee and that of the
Company's agent or the Company's manager or the
Company's supplier with which you are engaged, or any
breach of confidentiality relating to the Company or the
affairs of its agent or manager;

26.2.3 Gross misconduct : negligence resulting in major loss,

damage or injury, assault or attempted assault; theft,
malicious damage to property; wilful disregard of duties or
of instructions relating to the employment; habitual or
substantial neglect of duties including habitual absence
from work without leave or absence without other
reasonable excuse; repeated breach of Company’s rules
and regulations; persistent poor performance; your
involvement in illegal strike/work to rule; reoccurrence of
minor or serious offences above; deliberate and serious
breach of confidence relating to the Company's or its
agent's or manager's affairs; the use for personal ends of
confidential information obtained by you in the course of
your employment; falsification of records; alcohol or drug
abuse; conduct which violates common decency, or
conviction on a criminal charge relevant to your
employment.

26.3 If you are dismissed for repeating acts of misconducts under Clause
26.2.1 hereinbefore we may terminate your employment by giving you
one month's notice or payment of one month's wages in lieu.

26.4 If you are dismissed for acts of misconducts under Clause 26.2.2 or Clause
26.2.3 hereinbefore or shall be guilty of fraud dishonesty insobriety moral
turpitude or any criminal offence, or shall in any way misconduct yourself
or incur illness which in the opinion of our approved Medical Practitioner is
due to your own misconduct or wilful neglect and renders you unfit for the
work assigned to you, or becomes of unsound mind or are otherwise
incapable of performing your duties, or shall become bankrupt, or shall be
guilty of a breach or non performance of any the convenants and
agreements in this letter contained and on your part to be observed and
performed, then and in any of such cases we shall be entitled at any time
thereafter to terminate your employment by immediate notice in writing

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 to you without compensation.

27. Termination Of Employment

(After Confirmation Of Appointment)

27.1 If your employment is for a fixed term and in the event that we wish to
renew your employment when it expires, you shall be required to indicate
your acceptance/refusal of such renewal through prior written notice in
accordance with the period of time set below before the date of expiry of
your employment.

27.2 We may at our entire discretion terminate your employment by serving on

you two (2) months’ notice or in lieu thereof by paying you two (2)
months’ salary.

27.3 You shall also be entitled to serve us at any time two (2) months’ notice
in writing to terminate and put an end to your employment, or by paying
to us two (2) months’ilkuihgh salary in lieu of notice.

28. Right To Search

We reserve the right to search your office and residence if we have a reasonable
cause to believe that certain Company’s documents, materials, properties and
equipment are in your possession or if we have reasonable grounds to suspect
that you have committed a theft of the Company’s property.

29. Retirement

You shall retire upon attaining the age of fifty-five (55) and the validity of the
terms and conditions stated herein shall be deemed to expire on such date.

30. Requirement To Return Property Of Employer

Upon your retirement or termination of employment, you shall be required to

return all properties of the Company, which are assigned to you during your
employment, failing which, we shall be entitled to recover from you the cost of
loss or damage suffered by us.

Such properties include but are not limited to all programmes, information and
data belonging to the Company, which is installed or stored in the floppy disk(s),
CD(s), zip disk(s), computer(s) or laptop(s) assigned to you by us or in your
private computer(s) and laptop(s).

31. Benefits

The Company reserves the right to vary, change or revise any of the benefits and
personnel policies and procedures from time to time.

32. Governing Law

The provisions herein stated shall be construed according to the laws of Malaysia
and both you and the hereby submit to the jurisdiction of the courts of Malaysia.

33. General

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 You are obliged to obey all instructions and orders issued by the Directors,
Managers or immediate superiors orally or written in fulfillment of the terms and
conditions of this letter.

You shall have made a truthful declaration of your personal particulars including
academic and professional experience and the details of previous working
records to us.

34. Marginal

The marginal notes shall not affect the interpretation hereof.

Kindly signify your acceptance or otherwise of this offer of employment by completing

the “Acknowledgement” portion in the duplicate copy of this letter and return such
duplicate copy, duly completed and signed, to the undersigned by 20th July 2006.

Thank you.

Yours faithfully,
SCADEX TECHNOLOGIES SDN BHD

KERRY LO
Director

ACKNOWLEDGEMENT

To :

Scadex Technologies Sdn Bhd

12-1 Persiaran Jubilee
Off Jalan Loke Yew
55200 KUALA LUMPUR

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Attn : Ms Kerry Lo
Director

Dear Ms.Kerry,

RE : ACCEPTANCE OF OFFER OF EMPLOYMENT AS LINUX ADMINISTRATOR

Your letter dated 30th of June 2006 bearing reference no SDX/HR-12/06 on the above
matter refers.

I hereby acknowledge my acceptance of the above offer of employment.

Thank you.

Yours faithfully,

Thanigaivel Murugan

Date :

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