Draft as at 19.11.

2014 – SUBJECT TO AMENDMENTS

THIS AGREEMENT is made this day of
Between

JAMIL BIN MUSI (NRIC NO.550310-10-6043) of No.77 Jalan 18/141, Kampung

Melayu Tambahan, Sungai Besi, 57100 Kuala Lumpur (hereinafter referred to as
“the Vendor”) of the one part; and

KAMARUSAMAN BIN ZAINAL ABIDINSITI ROHANI BINTI MOHD NOR (NRIC

NO.561116-10-6115561201-05-5156) of No.12 Lrg Lorong Cakera Purnama 12/24,
Bandar Baru Puchak Puncak Alam, 42300 Kuala Selangor, Selangor Darul Ehsan
(hereinafter referred to as “the Purchaser”) of the other part.

WHEREAS

I. By an Agreement dated 7th March 1998 (hereinafter referred to as “the

Principal Sale Agreement”) made between PUNCAK ALAM HOUSING SDN
BHD (263280-A) (formerly known as Bukit Cerakah Development Sdn Bhd)
(herereinafter referred to as “the Developer”) of the one part, the Vendor of
the other part, the Developer agreed to sell/assign and the Vendor agreed to
purchase a double storey terrace house known as Plot/Lot No.5477 Type
NINI, Puncak Alam, Phase 2C with land area approximately 100.33 square
metre held under Master Title HS (D) 3503 PT 1929 IN THE Mukim of Ijuk
District of Kuala Selangor State of Selangor Darul Ehsan which is more
particularly described in the Principal Sale Agreement (hereinafter referred to
as “the said Property”) and upon the terms and conditions therein contained.

2. By a Facilities Agreement, Deed of Assignment and Power of Attorney all

dated 18th day of August 1998 (hereinafter referred to as “the Loan
Agreement”) made between the Vendor of the one part and MALAYAN
BANKING BERHAD (3813-K) (hereinafter referred to as “MBB”) of the other
part, the Vendor had with the consent of the Developer assigned to MBB all
the Vendor’s rights title and interest in and to the said Property and under the
Principal Sale Agreement and the full benefits and entire advantage thereof
and all the remedies for enforcing the same as security for banking facilities.

3. By a Deed of Receipt and Reassignment dated 4th day of August 2014 (“the
Deed of Receipt and Reassignment”) made between MBB of the one part and
the Vendor of the other part, the Vendor have fully repaid to MBB the principal
amount of the loan with interest thereon and all whatsoever moneys due and
payable under the Loan Agreement and MBB had reassigned all its rights title
and interest in the said Property and under the Principal Sale Agreement to
the Vendor.

4. The Vendor is the legal and beneficial owner of the said Property.

5. The title to the said Property has been issued and is registered in name of the
Developer as the registered proprietor at present by the relevant Land Office
held under individual title held under HS (D) 273461 PT 25134 Mukim Ijok

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 Daerah Kuala Selangor Negeri Selangor (hereinafter referred to as “the
Title”). A copy of the Title is annexed hereto as Appendix “A”

6. The tenure, category of land use, conditions of title and restrictions in interest
whether express or implied of the said Property are as stated in the issue
document of Title to the said Property are as follows:

Tenure : Pajakan selama tempoh 99 tahun berakhir pada

15 Julai 2109

Category of land use : Bangunan Kediaman

Conditions of title and restrictions in interest:

“Tanah ini boleh dipindahmilik, dipajak, digadai setelah mendapat kebenaran

Pihak Berkuasa Negeri”

7. The Vendor’s Solicitors (hereinafter defined) is presently attending to the

perfection of the Memorandum of Transfer to the said Property from the
Developer in favour of the Vendor (hereinafter referred to as “the 1 st
Transfer”).

8. The Vendor hereby undertakes to procure the registration of himself at his

own costs and expenses as the registered proprietor of the said Property and
obtain the state authority consent to transfer the said Property to the
Purchaser (hereinafter referred to as “the said Consent”) from the State
Authority.

9. The Purchaser may be applying for a loan from a licensed bank or finance
company (hereinafter referred to as “the Financier”) on the security of a first
charge under the National Land Code 1965 over the said Property to assist in
the purchase of the said Property.

10. The Vendor has agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Vendor the said Property free from all
encumbrances basis subject to all conditions of title and restrictions in interest
whether express or implied on the Title and to the existing category of land
use affecting the said Property and with vacant possession on an “as is where
is” basis as per the date of this Agreement and at the total purchase price of
Ringgit Malaysia: ONE HUNDRED FORTY THOUSAND (RM140,000-00)
only (hereinafter referred to as the "Purchase Price") upon and subject to the
terms and conditions hereinafter contained.

11. The Vendor has appointed M/s Arifin & Partners, an Advocates &
Solicitors of Unit No.A-3-8 Block A, Megan Avenue 1, No.189 Jalan Tun
Razak, 50400 Kuala Lumpur (hereinafter referred to as the "Vendor’s
Solicitors").

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12. The Purchaser has appointed M/s Kevin & Co, an Advocates & Solicitors of
Suite 3.03, Level 3 Menara Maxisegar, Jalan Pandan Indah 4/2, Pandan
Indah, 55100 Kuala Lumpur (hereinafter referred to as the "Vendor’s
Solicitors").

NOW IT IS HEREBY AGREED as follows:

1. AGREEMENT TO SELL AND PURCHASE

In consideration of the sum of Ringgit Malaysia: SIXTY FOUR NINE

THOUSAND (RM64RM69,000-00) only has been earlier paid by the
Purchaser to the Vendor before execution of this Agreement and subject to
Clause 2, the Vendor shall sell and the Purchaser shall purchase the said
Property free from all encumbrances, caveats of any nature, prohibitory
orders and adverse claims subject to the conditions express or implied in the
Title of the said Property and the existing category of land use affecting the
said Property with vacant possession on an “as is where is” basis in the same
condition as per the date of this Agreement at the Purchase Price upon and
subject to the terms and conditions hereinafter contained.

2. CONDITION PRECEDENT

2.1 The sale and purchase of the said Property is strictly subject to the
conditions-precedent that the Vendor shall obtain the following within Six (6)
months from the date of this Agreement (“Consent Period”):

(a) The Original Title duly registered in favour of the Vendor as the
Proprietor; and
(b) The said Consent in favour of the Purchaser.

2.2 In the event that the Vendor is unable to obtain and deliver to the Purchaser
or the Purchaser’s Solicitors the documents pursuant to Clause 2.1 above
within the Consent Period, the Purchaser may extend time or terminate with
immediate effect this Agreement by written notice to the Vendor and in which
event the Vendor shall refund to the Purchaser free of interest the Deposit
and all monies paid under this Agreement within seven (7) Business Days of
such termination PROVIDED THAT the Purchaser shall simultaneously return
or cause to be returned to the Vendor or the Vendor’s Solicitors the
previously forwarded documents to the Vendor intact for cancellation subject
also to the Purchaser withdrawing any private caveat lodged and thereafter
this Agreement shall be of no further force and effect. In the event that the
Vendor fails to refund the Deposit and monies paid by the Purchaser under
this Agreement within seven (7) Business Days of such termination, the
Vendor shall be liable to pay the Purchaser interest at the rate Eight percent
(8%) per annum on the outstanding sum due to the Purchaser from the date
immediately following the expiry of the said seven (7) Business Days until the
date of full payment.

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2.3 This Agreement shall become unconditional upon the said Consent being
obtained and Original Title duly registered in favour of the Vendor as
Proprietor is received by the Purchaser's Solicitors within the Consent Period
or such further extension thereof. The date of receipt by the Purchaser's
Solicitors of the said documents shall hereinafter be referred to as “the
Effective Date”.

3. TIME AND MANNER OF PAYMENT OF THE PURCHASE PRICE

3.1 The Purchaser shall pay to the Vendor’s Solicitors as stakeholders the
balance of the Purchase Price in the sum of Ringgit Malaysia: SEVENTY SIX
ONE THOUSAND (RM76RM71,000-00) (hereinafter referred to as “the
Balance Sum”) within Ninety (90) days from the Effective Date (hereinafter
referred to as the “Completion Date").

3.2 In the event that the Purchaser shall fail to pay the Balance Sum on or before
the Completion Date, the Vendor shall automatically grant to the Purchaser an
extension of Thirty (30) days from the Completion Date (the last day for
payment shall be referred to as the "Extended Completion Date")
notwithstanding that no written request for such an extension of time was
given to and received by the Vendor or the Purchaser’s Solicitors prior to the
Completion Date PROVIDED ALWAYS THAT the Purchaser shall pay to the
Vendor simultaneously with the payment of the Balance Sum interest at the
rate Eight percent (8%) per annum on the outstanding sum due to the
Vendor from the date immediately following the Completion Date to the date
of actual payment of the outstanding sum within the Extended Completion
Date calculated on a daily basis based on a 365 day year (hereinafter referred
to as “the Agreed Interest”).

3.3 Where the Purchaser had obtained the Loan from the Financier, a written
undertaking (hereinafter referred to as “the Financier’s Undertaking”) from the
Financier to pay the Loan or any part thereof to the Vendor or the Vendor’s
Solicitors within the Completion Date or the Extended Completion Date, as
the case may be, shall only be deemed to be effective payment under Clause
3.1 of the Balance Sum or any part thereof for the sole purpose of authorizing
the Vendor’s Solicitors to deliver the documents referred to in Clause 8 herein
to the Financier or its solicitors in the manner as particularly set out therein
provided that:

(a) the Purchaser having first paid to the Vendor’s Solicitors the difference
between the Loan and the Balance Sum (hereinafter referred to as “the
Differential Sum”), and

(b) the Loan released by the Financier is paid in full and received by the
Vendor’s Solicitors on or before the Completion Date or the Extended
Completion Date as the case may be.

AND in the event the Financier shall fail to release and pay the Loan to the
Vendor’s Solicitors on or before the Extended Completion Date, the
Purchaser shall be deemed to have defaulted in the payment of the Balance

201436/CTS/G/W 4
 Sum or part thereof unless the Vendor expressly grants in writing to the
Purchaser a further extension of time to complete the sale and purchase
herein.

3.4. The Vendor shall do and execute all such acts things instrument and
documents that may be necessary and expedient for the completion of the
sale and purchase herein and this Agreement and will comply with all
reasonable requests of the Financier including the execution of a Letter of
Undertaking addressed to the Financier undertaking to refund the Loan in the
event the memorandum of transfer in favour of the Purchaser cannot be
registered with the relevant authority for any reason whatsoever resulting the
Charge in favour of the Financier not being registered (“the Vendor’s
Undertaking”).

3.5 AND Further Provided where the payment by the Purchaser or the Financier
is effected by cheque, bank draft, inter-bank transfers, RENTAS and/or
telegraphic transfers, such payment is deemed effected upon the said
cheque, bank draft, inter-bank transfers, RENTAS and/or telegraphic transfers
having been received by the Vendor’s Solicitors PROVIDED THAT payment
by cheque shall be deemed received by the Purchaser’s Solicitors on the third
(3rd) Business Days of receipt of the cheque by the Vendor’s Solicitors or
payment by bank draft, shall be deemed received upon receipt of the bank
draft by the Vendor’s Solicitors or in the case of inter-bank transfers/
RENTAS/ telegraphic transfers, the receipt of the confirmation slip/ proof of
transfer by the Vendor’s Solicitors. The Financier’s solicitors shall forward the
confirmation slip/ proof of transfer to the Vendor’s Solicitors on the same date
that the inter-bank transfer/telegraphic transfer is effected.

3.6 It is hereby agreed that the sale and purchase herein is only completed upon
full payment of the Purchase Price and the Agreed Interest (if any).

4. RELEASE OF THE BALANCE SUM

The Vendor’s Solicitors shall and are hereby irrevocably authorised to deal
with the Balance Sum for the following purpose and in the following manner:-

(a) to settle all fees, charges, costs, expenses and other payments, if any,
payable by the Vendor to fulfill all his obligations under this Agreement;

(b) to release the remaining balance thereof (i.e. the Balance Sum less the
sums stated in Clauses 4(a) hereinabove) to the Vendor Fourteen (14)
days after the date of presentation for registration of the said Transfer
at the relevant land registry provided that vacant possession has been
delivered to be Purchaser by the Vendor in accordance with Clause 13
of this Agreement.

5. SUSPENSION OF TIME

201436/CTS/G/W 5
 Notwithstanding anything to the contrary, for the purposes of computation of
the Completion Date or the Extended Completion Date, it is hereby agreed
that in the event that:

(a) the Vendor do not provide to the Financier or the Financier’s Solicitors
the undertaking by the Vendor to the Financier to refund the Loan
released in the event the said Transfer in favour of the Purchaser
cannot be registered for any reason whatsoever resulting in the Charge
in favour of the Financier not being registered within fourteen (14) days
of a written request being received by the Vendor’s Solicitors for the
same, and/ or

(b) the original Consent, a copy of the latest Quit Rent and/or Assessment
receipt, or such other reasonable documents required by the Financier
or for the transfer of the said Property within fourteen (14) days of a
written request being made of the same provided that the Differential
Sum and the Financier’s Undertaking is in the possession of the
Vendor’s Solicitors

then the time taken for the Vendor to deliver the respective documents in
excess of the respective time stipulated herein shall not be taken into account
in the computation of the Completion Date or the Extended Completion Date
and the corresponding number of days’ delay shall be deducted in the
computation of the Completion Date or the Extended Completion Date and
the Completion Date or the Extended Completion Date shall be deemed
automatically extended free of interest by the same number of days delay.

For avoidance of doubt, the parties herein agreed that this Clause 5 shall only
be applicable in connection with any written request made after this
Agreement had become unconditional pursuant to Clause 2 above.

6. MEMORANDUM OF TRANSFER

6.1 Immediately upon the execution of this Agreement both parties hereto shall
execute a valid and registrable memorandum of transfer relating to the said
Property in favour of the Purchaser (hereinafter referred to as "the said
Transfer") free from all encumbrances and deliver and deposit the said
Transfer with the Purchaser’s Solicitors together with the following:

(a) the Vendor’s Income Tax Ref Number and the address of the Vendor’s
income tax office where the Vendor’s file is currently kept, and/ or

(b) and all other documents as may be necessary for the adjudication of
the ad valorem stamp duty payable on the said Transfer and for the
transfer of the said Property in favour of the Purchaser or his nominee(s)

and the Purchaser’s Solicitors shall be and are hereby authorised forthwith to
forward the said Transfer to the relevant authorities for adjudication purposes
only upon receipt of the said Consent from the Vendor and after the said
Transfer has been duly adjudicated and stamped the Purchaser’s Solicitors

201436/CTS/G/W 6
 shall retain the said Transfer pending completion of the payment of the
Purchase Price by the Purchaser or pending receipt of the Financier’s
Undertaking and the Differential Sum by the Vendor’s Solicitors, as
applicable.

6.2 The Purchaser hereby declares and confirms that although the Vendor has, at
the Purchaser’s request, agreed to deliver or cause to deliver the said
Transfer after the same being executed by the parties concerned, the said
Transfer is executed for the purpose of Clause 6.1 and 6.2 above only and for
no other reason and the acknowledgement of receipt of the consideration
stated in the said Transfer shall not be construed as or be admitted as
evidence of payment in full of the consideration stated therein.

7. VENDOR'S DOCUMENTS AND PURCHASER'S DOCUMENTS

7.1 Simultaneously with the execution of this Agreement, the Vendor shall furnish
or cause to furnish the following documents to the Purchaser’s Solicitors:

(a) A certified true copy of the Title Deed to the said Property
(b) A certified true copy of the Vendor’s identity card
(e) The details of the Vendor’s income tax
(f) An executed copy of the Vendor’s CKHT 3; and
(g) A certified true copy each of quit rent and assessment receipts for the
current period in respect to the said Property;

7.2 Simultaneously with the execution of this Agreement, the Purchaser shall
furnish or cause to furnish a certified true copy of the Purchaser’s identity card
and the details of their income tax details to the Vendor’s Solicitors

8. RELEASE OF DOCUMENTS

The Vendor’s Solicitors shall (depending on the mode of effecting full payment
of the Balance Sum by the Purchaser) either:

(a) release the Original Title and all other documents incumbent upon the
Vendor to deliver to facilitate the presentation and registration of the
said Transfer in favour of the Purchaser to the Financier or its solicitors
in exchange for Financier’s Undertaking as stated in Clause 3
hereinabove after receipt of the Differential Sum as stakeholders; or

(b) subject to full payment of the Balance Sum and the Agreed Interest (if
any) in accordance with Clause 3 hereinabove by the Purchaser
forward the same to the Purchaser’s Solicitors to enable the Purchaser
to be registered as the proprietor of the said Property free of all
encumbrances.

9. PRIVATE CAVEAT

201436/CTS/G/W 7
9.1 Upon execution of this Agreement, the Purchaser shall be entitled at the
Purchaser’s own cost and expense to lodge a private caveat against the said
Property to protect the Purchaser’s interest in the said Property and to prohibit
any dealings by the Vendor in the said Property prior to the completion or
lawful termination of this Agreement as the case may be PROVIDED
ALWAYS that the Purchaser hereby irrevocably agrees and undertakes with
the Vendor that the Purchaser shall at the Purchaser’s own cost and
expenses remove or cause to be removed the aforesaid private caveat
forthwith upon any lawful termination of this Agreement in accordance with the
terms and conditions herein provided and in furtherance of the Purchaser's
undertaking to remove the aforesaid private caveat, the Purchaser shall at the
same time execute in escrow the Notice of Withdrawal of Private Caveat in
the form prescribed by the National Land Code which Notice together with the
appropriate registration fees and costs payable thereon shall be deposited
with the Purchaser's Solicitors for safe-keeping.

9.2 In the event of this Agreement being terminated in accordance with the
provisions of this Agreement the Purchaser's Solicitors are hereby authorised
forthwith present the Notice of Withdrawal of Private Caveat for registration at
the cost and expense of the Purchaser PROVIDED THAT all monies due to
the Purchaser pursuant to the terms of this Agreement shall have been
returned to the Purchaser prior to such presentation.

9.3 The Vendor hereby agree and consent to the Financier lodging any private
caveat against the said Property at the sole costs and expense of the
Purchaser as the Financier may deem expedient to facilitate the release of the
Loan Provided Always that the Purchaser shall at the Purchaser’s own costs
and expense cause and procure the Financier to withdraw the private caveat
upon the termination of this agreement.

10. NON-REGISTRATION OF THE SAID TRANSFER

In the event that the said Transfer is rejected for registration by the relevant
authority for any non-rectifiable reason not attributable to the parties and
except for technical and minor defects which can be remedied by the parties
hereto, then in such case the Vendor shall refund free of interest to the
Purchaser the Deposit and all such other sums as have been paid by the
Purchaser under the provisions of this Agreement towards the Purchase Price
subject to the return by the Purchaser or the Financier as the case may be of
the Original Title with the Vendor’s interest remaining intact and unchanged
free from all encumbrances, the said Transfer, the Orignial said Consent and
any other relevant documents to the Vendor and the Purchaser shall have at
their own cost and expense remove or cause to be removed immediately any
private caveat or other encumbrances lodged by or for and on behalf of the
Purchaser over or affecting the said Property (failing which the Purchaser
shall compensate the Vendor for all losses and or damage arising therefrom).

11. DEFAULT BY THE VENDOR

201436/CTS/G/W 8
 In the event that the Vendor defaults or willfully refuses to complete the sale
within the time stipulated herein, and if the Purchaser shall have performed
and observed its obligations and liabilities hereunder on her part to be
performed and observed the Purchaser shall at the Purchaser’s absolute
option be entitled to any one of the following:

(a) The Purchaser shall be entitled to rescind this Agreement and upon
such rescission and demand being made by the Purchaser’s Solicitors
the Vendor shall refund free of interest to the Purchaser the Deposit
and all such other sums as have been paid by the Purchaser under the
provisions of this Agreement towards the Purchase Price except for
such sums being the loan sum released by the Financier under the
provisions of this Agreement which shall be refunded free of interest by
the Vendor to the Financier subject to the return by the Purchaser or
the Financier as the case may be of the Original Title with the Vendor’s
interest remaining intact and unchanged free from all encumbrances,
the said Transfer and any other relevant documents to the Vendor AND
the Vendor shall also pay to the Purchaser the sum of Ringgit
Malaysia: FOURTEEN THOUSAND (RM14,000-00) ONLY as
liquidated agreed damages PROVIDED that the Purchaser shall have
first re-deliver possession of the said Property to the Vendor where
possession of the said Property had been delivered to the Purchaser
by the Vendor and thereafter this Agreement shall be null and void and
shall have no effect whatsoever and neither party shall have any claim
against the other SAVE AND EXCEPT for any antecedent breach.

(b) Alternatively, the Purchaser shall be entitled to take such action as may
be available to the Purchaser at law to enforce specific performance of
this Agreement against the Vendor without prejudice to any right to
damages which the Purchaser may be entitled to against the Vendor in
respect of any breach by the Vendor of this Agreement.

12. DEFAULT BY THE PURCHASER

In the event that the Purchaser fails to pay the Balance Sum on or before the
Extended Completion Date and the Vendor shall have performed and
observed his obligations and liabilities hereunder on his part to be performed
and observed then without prejudice to the rights of the Vendor hereunder,
the Vendor is entitled to summarily terminate this Agreement which shall be
deemed to be annulled and the following consequences shall follow the event:

(a) the Vendor shall be entitled to deal with or otherwise dispose of the
said Property in such manner as the Vendor shall see fit as if this
Agreement had not been entered into;

(b) all moneys previously paid by the Purchaser to the Vendor towards the
Purchase Price excluding any interest paid shall be dealt with and
disposed of as follows:

201436/CTS/G/W 9
 i. firstly, the sum of Ringgit Malaysia: FOURTEEN THOUSAND
(RM14,000-00) ONLY as liquidated agreed damages shall be
forfeited absolutely by the Vendor; and

iii. secondly, the residue thereof (if any) shall be refunded to the
Purchaser free of interest within seven (7) Business Day of such
default by the Purchaser under Clause 12 hereof, and

then in exchange for such refund (if any) as aforesaid, the Purchaser’s
Solicitors shall first have returned or cause to be returned to the Vendor the
Original Title with the Vendor’s interest remaining intact and unchanged free
from all encumbrances and the said Transfer (provided that the said Transfer
is not required by the Collector of Stamp Duty for the purpose of refunding
any stamp duty paid) and the Purchaser shall have at his own cost and
expense remove or cause to be removed immediately any private caveat or
other encumbrances lodged by or for and on behalf of the Purchaser over or
affecting the said Property and the Purchaser shall further have re-deliver
possession of the said Property to the Vendor if possession had been
delivered to the Purchaser AND thereafter this Agreement shall become null
and void and be of no further effect and neither party hereto shall have any
further claims action or proceedings against the other in respect of or arising
out of this Agreement but without prejudice to any right which either party may
be entitled to against the other party of any antecedent breach of this
Agreement.

13. VACANT POSSESSION AND PAYMENT OF OUTGOINGS

13.1 Vacant Possession of the said Property shall be delivered to the Purchaser
within three (3) Business Day after full payment to the Vendor's Solicitors of
the Balance Sum and the Agreed Interest (if any) in accordance with Clause 3
hereof together with all the apportionment sums for the outgoings to the
Purchaser's Solicitors (hereinafter referred to as “the Possession Date”).

13.2 All water, sewerage, electricity and telephone bills, drainage, assessment and
other outgoings in respect of the said Property shall be apportioned between
the Vendor and the Purchaser as at the date of full payment of the Balance
Sum to the the Vendor's Solicitors as stakeholder and the Vendor shall pay to
the Purchaser or the Purchaser shall pay to the Vendor such sum or sums
due from one to the other as the case may be forthwith upon demand upon
production of the relevant receipts.

14. REPRESENTATION, WARRANTIES AND UNDERTAKINGS

14.1 The Vendor hereby represents, warrants and undertakes with the Purchaser
as follows:

(a) that the Vendor has full power and authority to execute, deliver and
perform the terms of this Agreement and have taken and will before
completion take all necessary action to authorise the execution delivery
and performance of the terms of this Agreement;

201436/CTS/G/W 10
 (b) that the Vendor is the legal and beneficial owner of the said Property;

(c) that all quit rent, assessment and sewerage charges due and payable
on the said Property would have been duly paid;

(d) that there is no previous sale or agreement for the sale of the said
Property or any part or portion thereof which is still subsisting and
which has not been validly and lawfully terminated or rescinded and
that there are no claims interest or restriction in relation to or relating to
or affecting the said Property or any part or portion thereof or which
may affect the Vendor's right or capacity to sell the said Property other
than as described in this Agreement;

(e) that to the Vendor’s best of knowledge the Vendor is not bankrupt,
have not committed any act of bankruptcy and no bankruptcy
proceedings have been commenced against the Vendor that will affect
the disposal of the said Property to the Purchaser;

(f) that the Vendor has no knowledge that the said Property or any part
thereof is subject to any notice, declaration or proposal concerning or
relation to acquisition or intended acquisition by the government or
such other competence authority at any time prior to and up to the date
of this Agreement;

(g) that to the best knowledge and belief of the Vendor as at the date of
this Agreement there are no prohibitory orders, injunctions (interim or
otherwise) or any orders or judgements of whatsoever nature
prohibiting, hindering, restricting, limiting or delaying the Vendor from
selling the said Property or any part thereof to the Purchaser in the
terms of this Agreement or otherwise;

(h) that the said Property is free from all charges, debentures, caveats or
any other encumbrances of whatsoever nature and that the Vendor
shall not during the subsistence of this Agreement create any other
charge or encumbrance over the said Property or any part thereof;

14.2 The Purchaser hereby represents, warrants and undertakes with the Vendor
as follows:-

(a) that the Purchaser is not an un-discharged bankrupt nor are there any
bankruptcy proceedings commenced against the Purchaser; and

(b) that entry into and performance of this Agreement by the Purchaser will
not violate any of its existing obligations.

14.3 The parties hereto agree that the truth and correctness of all the matters
stated in the representations, warranties and undertakings contained in
Clauses 14.1 and 14.2 shall form the basis of the Vendor's and Purchaser's
agreement to sell and purchase the said Property. Each of such

201436/CTS/G/W 11
 representations, warranties and undertakings shall survive the execution of
this Agreement and shall be deemed to have been repeated as at the
Completion Date and Extended Completion Date aforesaid.

15. GOVERNMENT ACQUISITION

15.1 The Vendor hereby warrant to the Purchaser that as at the date of execution
of this Agreement there has not been any acquisition of the said Property or
any part intended acquisition by any governmental statutory urban or
municipal authority and that no advertisement in the Government Gazette of
such intention has been published pursuant to either Section 4 or Section 8 of
the Land Acquisition Act, 1960.

15.2 In the event of any governmental statutory urban or municipal competent

authority acquiring or exercising any rights or taking any steps under the Land
Acquisition Act 1960 and/or any other relevant legislation to acquire the said
Property for any purpose whatsoever between the date of this Agreement and
the presentation of the said Transfer the Purchaser shall be lawfully entitled
within fourteen (14) days of receipt of such notice from the Vendor (which
notice the Vendor undertake to deliver to the Purchaser immediately upon
receipt thereof)

EITHER

i. to continue with and complete this Agreement in which event the

Purchaser shall not be entitled to any reduction in the Purchase Price
PROVIDED ALWAYS that the Vendor shall immediately notify the
relevant authority of the Purchaser's interest in the said Property and
the terms of this Agreement and thereupon the Vendor shall in all
matters of this Agreement covering the acquisition act upon and in
accordance with the instructions of the Purchaser and shall do all such
acts and things at the cost of the Purchasers) as may be reasonably
required by the Purchaser for the purpose of securing the best
compensation payable and such compensation shall belong to and be
paid to the Purchaser SUBJECT to the payment of the Purchase Price
in full to the Vendor; OR

ii. to terminate the sale and purchase herein in which event this
Agreement shall become null and void and be of no further force or
effect whereupon:-

(a) all monies (if any) paid to the Vendor or the Vendor's Solicitors
by the Purchaser or their Financier towards the Purchase Price
including the Deposit shall be refunded by the Vendor to the
Purchaser free of interest within seven (7) Business Day of
written notification of the termination it given by the Purchaser;

(b) the parties hereto shall have no claim or claims whatsoever

against the other on any matter in respect of or arising out of this
Agreement save and except for past breaches;

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 (c) in exchange for such refund (if any) as aforesaid, the Purchaser's
Solicitors shall return or cause to be returned to the Vendor's Solicitors
the Original Title with the Vendor interest remaining intact and
unchanged registered therein and the said Transfer (provided that the
said Transfer is not required by the Collector of Stamp Duty for the
purpose of refunding any stamp duty paid).

16. CONDITION OF THE SAID PROPERTY

The said Property is sold in its present state and condition and the Purchaser
shall be deemed to have inspected the said Property and has satisfied
themselves by examination and inspection as to the said Property in every
respect and the Purchaser shall be deemed to have full knowledge of the
nature and effect hereof and the Purchaser shall be deemed to have
purchased the said Property in its present state and condition on an “as is
where is” basis as per the date of this Agreement (fair wear and tear
excepted) and not upon or pursuant to any representation, statement,
warranty or condition whatsoever made to the Purchaser and the Purchaser
shall not be entitled to rescind the purchase or to claim any compensation or
damages nor any reduction in the purchase price in respect of the condition,
measurement, area and state of the said Property.

17. ILLEGALITY

If any of the terms conditions stipulations and/or provisions are illegal, void,
prohibited or unenforceable, such terms and conditions stipulations and/or
provisions shall be ineffective to the extent of such illegality voidness
prohibition or unenforceability and any such illegality voidness prohibition or
unenforceability shall not invalidate or render illegal void prohibited or
unenforceable the remaining terms conditions stipulations and/or provisions of
this Agreement or any part thereof, which shall continue to be in full force and
effect.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties hereto
and supercedes all prior agreements undertakings negotiations, discussions
letters, correspondences and communications (oral or written or expressed or
implied) of the parties hereto. Any and all modifications of this Agreement
must be made by mutual agreement of the parties and must be in writing.

19. RISK AND INSURANCE

19.1 In the event before the delivery of vacant possession of the said Property to
the Purchaser, the said Property or any part thereof shall be destroyed or
substantially destroyed or damaged by fire and/or any other cause(s), it is
hereby agreed that the parties hereto shall be entitled unilaterally to rescind
this Agreement by written notice whereupon the Vendor shall on demand

201436/CTS/G/W 13
 forthwith refund to the Purchaser the Deposit and all whatever monies paid
herein, free of interest, in any event not exceeding fourteen (14) days upon
receipt of written notification thereof, and upon such payment this Agreement
shall become null and void and neither party shall have any claim against the
other.

19.2 The risk and the benefit of any insurance of the said Property shall remain
with the Vendor until the Possession Date whereupon the risk shall pass to
the Purchaser. The Purchaser shall be responsible for arranging insurance
coverage on the said Property with effect from the date of completion of the
sale and purchase herein.

20. TIME OF THE ESSENCE

Time wherever mentioned herein shall be of the essence of this Agreement.

21. NOTICE

Any notice required to be given under this Agreement shall be in writing and
shall be sufficiently served on the Vendor by registered letter addressed to
him/them or his Solicitors by fax and by normal post at the address stated
herein and shall be sufficiently served on the Purchaser by registered letter
addressed to him/them at his/their or his Solicitors by fax and by normal post
at the address state herein and shall be deemed to have received by the
addressees in the ordinary course of post.

22. COSTS AND EXPENSES

22.1 Each party shall bear and pay its own solicitor’s costs and costs incidental to
the preparation and completion of this Agreement. The Purchaser shall bear
and pay the stamp duties registration and other fees and costs in connection
with the Transfer.

22.2 It is hereby expressly agreed that if the Collector of Stamp duties or any other
competent authority shall at any time hereafter value the said Property at a
value higher than the actual Purchase Price stated in the said Transfer, the
Purchaser shall be liable to any additional stamp duty required and any
penalty which may be imposed by the collector of Stamp Duty or any other
competent authority.

23. SUCCESSORS BOUND

This Agreement shall be binding upon and endure for the benefit of the
respective heirs, executors, administrators and permitted assigns of the
parties hereto.

24. WAIVER AND ACQUIESCENCE

No failure or delay on the part of the Vendor or the Purchaser in exercising

nor any omission to exercise any right herein upon any default on the part of

201436/CTS/G/W 14
 the Purchaser shall impair any such right power privilege or remedy or be
construed as a waiver thereof or an acquiescence in such default or any
acquiescence in any such default, affect or impair any right power privilege or
remedy of the Vendor or the Purchaser in respect of any other subsequent
default.

25. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws
of Malaysia as at the date of this Agreement and each of the parties hereto
hereby submits to the exclusive jurisdiction of the courts of Malaysia.

26. INTERPRETATION

26.1 In this Agreement unless the context requires otherwise the word importing
the masculine gender shall be deemed and taken to include the feminine and
neuter genders and the singular shall include the plural and vice versa.

26.2 Words denoting persons include corporations, and vice versa, and also
include their respective heirs, personal representatives, successors in title or
permitted assigns, as the case may be.

26.3 The headings of each of the provisions herein contained are inserted merely
for convenience of reference and shall be ignored in the interpretation and
construction of any of the provisions contained herein.

26.4 Where either party to this Agreement comprises two (2) or more persons all
agreements, covenants, guarantees, stipulations and undertakings expressed
to be made by and on the part of such persons shall be and are binding upon
such persons jointly and severally and the bankruptcy or insolvency of any
one or more of such persons shall in no way operate to release the other or
others of his or their respective obligations and liabilities hereunder.

26.5 Any reference to a "Business Day" is to a day (not being a Saturday or

Sunday) on which banks, licensed to carry on banking business under the
provisions of the Banking and Financial Institutions Act 1989 are open for
business in Kuala Lumpur and any reference to a "day", "week", "month" or
"year" is to that day, week, month or year in accordance with the Gregorian
calendar.
___________________________________________________________________

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day
and year first above written.

Signed by the Vendor )

in the presence of : )

JAMIL BIN MUSI

(NRIC NO.550310-10-6043)

Signed by the Purchaser )

in the presence of : )

KAMARUSAMAN BIN ZAINAL

ABIDINSITI ROHANI BINTI MOHD
NOR (NRIC NO.561116-10-
6115561201-05-5156)

201436/CTS/G/W 16