AN AGREEMENT is made the day and year stated in section 1 of the First Schedule hereto between the party

whose name and address are as stated in Section 2 of the First Schedule hereto (hereinafter referred to as "the Vendor") of the one part And the party whose name and address are stated in Section 3 of the First Schedule hereto (hereinafter referred to as "the Purchaser") of the other part. WHEREAS:The Vendor is the beneficial proprietor of the property ( under the Power Of Attoney dated 6 th June 2011) more particularly referred to and described in Section 4 of the First Schedule hereto (which property is hereinafter referred to as "the said Property. AND WHEREAS the said Property is encumbered as shown below:*Particulars of Charge : NIL *Consent from Appropriate Authorities : Tanah ini tidak boleh dipindahmilik, dipajak, digadai melainkan dengan kebenaran bertulis daripada Pihak Berkuasa Negeri *Freehold/Leasehold: 99 Years *Malay Reservation : Not Applicable AND WHEREAS the parties hereby declare that they have the legal capacity to enter into this contract and are not encumbered from doing so by any reason whatsoever. AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to purchase the said Property subject to terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows :1. Consideration

In consideration of the sum referred to in Section 2 of the Second Schedule hereto so paid by Purchaser to the Vendor as deposit and as earnest money (the receipt whereof the Vendor hereby acknowledges) the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase from the Vendor the said property free from all encumbrances and charges but subject nevertheless to all conditions of title whether express or implied affecting the same at the purchase price referred to in Section 1 of the Second Schedule hereto and upon the terms and conditions hereinafter contained. 2. (a) Payment of Balance sum/Completion Date Payment of the balance of the purchase price shall be made by the Purchaser to Messrs. Loke, Chew & Zainal, Advocates & Solicitors, of No. 19A & B, Bandar Raub Perdana, 27600 Raub, Pahang Darul Makmur (hereinafter called "the said Solicitors") as stakeholders at the times and in the manner set out in Section 2 of the Second Schedule hereto. As the Purchaser intends to apply for a loan from the Government, a reputable Bank of Financial institution (hereinafter referred to as "the Financial Institution") to facilitate his purchase of the said Property, he shall immediately upon execution of this Agreement apply to the Financial

(b)

Institution for a loan and upon its approval forthwith furnish to the Vendor's Solicitors the letter of approval of the loan by the Financial Institution.

(c)

Where Clause 2 (b) is applicable and the loan approved is less than the balance purchase price, the Purchaser shall within 2 weeks from approval of the loan by the Financial Institution (such date shall not be later than the time stipulated in Section 2(b) of the Second Schedule), pay to the Purchaser's Solicitors the difference between the loan and the balance purchase price. Provided that the Purchaser shall have made all payments of the purchase price at the times and in the manner set out in Section 2 of the Second Schedule hereto (the date of the full and final payment being hereinafter referred to as "the Completion Date") the Vendor shall on such Completion Date deliver to the Purchaser or his solicitors:(i) a valid and registrable Memorandum of transfer of the said property in favour of the Purchaser or his nominee or nominees;

(d)

(ii) the issue document of title to the said property; (iii) a valid and registrable discharge of any existing charge on the said property; ( iv) an Original Power Of Attoney dated 6th June 2011; and (v) all other documents if any necessary to effect registration of the said property into the name of the Purchaser free of all encumbrances and charges. (e) Notwithstanding the provisions contained in clause 2(a) hereto that the balance purchase price shall be paid within the time stipulated therein, the parties hereto may at any time after the execution of this Agreement by mutual consent extend the time for payment of the balance purchase price and such consent for extension of time shall be an essential part of this Agreement but without prejudicing Clause 4(a) & (b) of this Agreement. Release of balance sum

3.

The purchase price of the said property or any part thereof, as the case may be, shall be released to the Vendor or his Solicitors in the manner and at the times as set out in Section 3 of the Second Schedule hereto PROVIDED ALWAYS that there are no legal impediments encumbrances and/or Court Orders which may prevent the said Solicitors from releasing the purchase price or the balance thereof to the Vendor. 4. (a) Forfeiture of Deposit In the event of the Purchaser failing to make payment in the manner and within the times stipulated in Section 2 of the Second Schedule hereto then it is hereby agreed between the Vendor and the Purchaser that the Vendor shall be entitled to forfeit absolutely such sum of money as set out in Section 4 of the Second Schedule as agreed liquidated damages and the Vendor shall thereupon refund to the Purchaser all other sum or sums paid by the Purchaser towards account of the purchase price free of interest. Upon such forfeit and refund as aforesaid this Agreement shall be deemed null and void and of no further legal effect and neither party shall thereafter have any further claims against the other and the Vendor shall be entitled at his absolute discretion to deal with the said property in any manner he sees fit or otherwise to resell the said property either by public auction or by private contract in which event the Vendor shall not be liable to account to the Purchaser for any profit made on such resale.

Specific Performance (b) The Purchaser performing and observing the terms and conditions herein contained in the Schedules and the main body of this Agreement, shall be entitled to specific performance of this Agreement and all other legal remedies available to him. All costs disbursements and whatsoever expenses (legal or otherwise, and where legal, judicial and extra-judicial and as between Solicitors and own client) paid and/or payable by the Purchaser in specifically enforcing this Agreement shall be borne and paid by the Vendor. Delivery of vacant possession

5.

Delivery of vacant possession shall be made within the time and manner set out in Section 5 the First Schedule. However if the parties hereto agree to deliver vacant possession of the said Property before the Completion Date, then the Purchaser shall not cause any renovation or repair works to be carried out on the said Property and in the event that the sale is aborted for any reason or cause whatsoever, the Purchaser shall deliver vacant possession of the said property to the Vendor together with any appurtenances, fixtures, fitting and/or articles (if any) as contained in Clause 8 hereof. 6. Quit rent, rates, assessments

All quit rent, rates assessments and other outgoings (if any) payable in respect of the said Property shall be apportioned as at the Completion Date and any sum found due by one party to the other by virtue of such apportionment shall be paid or allowed as the case may be on such date PROVIDED ALWAYS THAT the Vendor shall indemnify the Purchaser in respect of any loss or penalty in respect of any late payment by the Vendor of such aforesaid payments. 7. Condition of property

The said property shall be deemed to have been inspected by the Purchaser and the Purchaser shall purchase and accept the same in the condition and state in which it was at the date of this Agreement and the Purchaser shall not be entitled to rescind this Agreement or to make any claim for compensation or reduction of the purchase price or claim for any damages in respect of any condition or state of the said Property except for any misdescription of the area of the said Property PROVIDED ALWAYS THAT the term misdescription shall not include the situation where the temporary title differs in area from the final title to the said Property. In such an event neither party shall have any claim against each other. 8. Appurtenances, fixtures, fittings etc.

This sale shall include the appurtenances, fixtures, fittings and/or articles (if any) as set out in Clause 3 of the Third Schedule and the Vendor shall deliver the said appurtenances, fixtures, fittings and/or articles to the Purchaser at the time of delivery of vacant possession of the said Property to the Purchaser. 9. Non-registration

In the event that the said property cannot be registered into the name of the Purchaser or his nominee or nominees due not to the default of the Vendor or the Purchaser, the Vendor shall forthwith refund to the Purchaser all moneys received under and pursuant to this Agreement, and thereafter this Agreement shall be deemed null and void and of no effect and neither party shall thereafter have any further claims against the other on this Agreement.

10. (a)

Government acquisition The Vendor has confirmed that the said Property has not been acquired by the Government or his subjected to any government acquisition. The usual search with the relevant land registry may not reveal any acquisition and to enquire from the Land Administrator would cause undue delay to the transfer, the parties therefore hereby authorize the said Solicitors to proceed with the transfer after the usual search on the register of title reveal that there is no acquisition by the authorities. Subject to Sub-clause (c) below, it is expressly agreed between the parties hereto that notwithstanding anything contained in these presents if a notice under Section 4 or a declaration under Section 8 of the Land Acquisition Act 1960 in respect of the said Property has been issued or published prior to the Completion Date, then this Agreement shall be deemed null and void and the Vendor shall forthwith refund to the Purchaser all sums paid to the Vendor under this Agreement free of interest and upon such refund being made neither of the parties hereto shall have any further claim against the other under or in respect of this Agreement. In the event of the Government or other authority acquiring a portion only of the said Property before the Completion Date the Purchaser shall have the option to either rescind or complete the Sale and Purchase Agreement. In the event he elects to rescind the Agreement then Sub-clause (b) above shall apply as to the refund of the purchase price or part thereof. Should he elect to complete the Sale & Purchase Agreement, the purchase price of the said Property shall be adjusted in proportion to the size of the property acquired taking into consideration the purchase price of the said Property. In the event of any dispute as to the adjustment in the purchase price, the parties appoint an Arbitrator in accordance with the Arbitration Act 1952 to assist them. This arbitration clause is made solely for the purpose of adjustment in the purchase price and is not applicable to the order terms and conditions of this Agreement. In the event of the Government or any other authority having power in that behalf acquiring the said Property for any purposes whatsoever after the Completion Date such acquisition shall not vitiate or annul the sale herein. In such event the parties shall proceed to finalise the transfer. The vendor shall immediately notify the Government or acquiring authority of the Purchaser's interest in the said Property and the terms of this Agreement. The vendor shall forthwith upon receiving any compensation paid (if any) pursuant to such acquisition pay the same to the Purchaser. Risk of property The said Property shall be at the risk of the vendor until the date of delivery of complete vacant possession as specified in Section 5 of the First Schedule and as from that date the risk shall pass to the Purchaser. Should the said property be destroyed or be substantially damaged prior to the date of delivery of vacant possession resulting in a material change to the said property the Vendor shall be under no obligation to reinstate the said Property and the Purchaser may at his option elects to treat this Agreement as null and avoid. If the Purchaser elects to treat this Agreement as null and avoid the Purchaser shall be entitled to an immediate refund of all sums paid by the Purchaser without interest and neither party shall be under any further liabilities to the other. Chargee's consent and redemption sum

(b)

(c)

(d)

11. (a)

(b)

12.

(a)

All monies whatsoever (whether by way of principal interest or otherwise) due and payable under the Charge (if any) to the chargee and which are required by the said Chargee before a complete and effectual Discharge of the said Charge can be secured shall be borne by the Vendor and shall be paid by the said Solicitors for and on behalf of the Vendor from and out of the balance purchase price in the manner hereinafter provided. It is hereby expressly agreed and declared that the said Solicitors shall, upon the Purchaser complying with Clause 2 of this Agreement be and are hereby fully empowered and irrevocably authorised to:(i) Utilize and pay to the said Chargee such amount therefrom as shall be required by the to secure a full complete and effectual Discharge of the said Charge; such utilization and payment shall be made at such time and in such manner as the said Solicitors shall in their absolute discretion think fit or proper and the said Solicitors shall not be held liable or accountable to the Vendor in any way howsoever for any loss or damage whatsoever which the Vendor may sustain on account or in respect thereof or arising therefrom; (ii) Present the said Memorandum of Transfer referred to in Clause 2(d) hereof after the same has been duly adjudicated and stamped together with a duly executed, valid and registrable Discharge of the said Charge and the Charge to the new Chargee (if any) to the relevant authorities for registration; (iii) The Purchaser hereby fully empowers and irrevocably authorises the said solicitors to release the monies remaining with the said Solicitors to the Vendor (after deduction of the amount paid to the said Chargee and other monies payable hereunder by the Vendor) immediately upon the presentation for registration by the said Solicitors of the said Memorandum of the presentation for registration by the said Solicitors of the said Memorandum of Transfer together with the said Discharge of the Charge referred to in sub-clause (i) above and the charge to the new Chargee (if any) free from all encumbrances whatsoever.

(b)

13.

Offer as security

It is hereby expressly agreed and declared that the Purchaser shall be at full and complete liberty to offer the said Property and/or such other property or properties as security for the Loan as may be approved by the Financial Institution. 14. Caveat

Upon signing of this Agreement the Purchaser shall at his own cost and expense be entitled to lodge a caveat against the said Property to protect his interest and right in the said Property by virtue of these presents PROVIDED that the Purchaser shall at his own cost and expense withdraw the said caveat in the event that this Agreement shall be discharged/terminated as provided in this agreement. 15. 15.1. REAL PROPERTY GAINS TAX (RPGT) ACT 1976 The parties hereto shall within sixty (60) days from the date of this Agreement submit the respective Notification of Disposal of Chargeable Asset and Notification of Acquisition of Chargeable Asset in respect of the disposal and acquisition of the said Property to the Director General of the Inland Revenue Board (hereinafter called the DGIR) in accordance with the provisions of the RPGT Act. The Purchasers Solicitor is hereby authorized by the parties hereto to pay the Withholding Sum as defined in Section 1 of the Second Schedule to the DGIR within sixty (60) days from the date of this Agreement pursuant to Section 21B (1) of the RPGT Act. Alternatively, in the event that

15.2.

the Vendor is exempted from payment of RPGT and elects to submit Form CKHT 3 to the DGIR, the Purchasers Solicitor shall release the Withholding Sum to the Vendor upon receipt of a photocopy of Form CKHT 3 duly executed by the Vendor. 15.3. Notwithstanding Clause 15.2 hereinabove, the Vendor shall at all times be liable to pay all RPGT (if any) which may be assessed by the DGIR and payable under the RPGT Act in respect of the Vendor disposal of the said Property and the Vendor further agree and covenant with the Purchaser to indemnify and to keep the Purchaser fully indemnified against all claims, costs, damages, fines, tax liabilities of or penalties (if any) imposed on the Purchaser by the DGIR in connection with the Vendor disposal of the said Property. Schedule

16.

The First Schedule, Second Schedule and Third Schedule hereto shall be taken read and construed as an esssential part of this Agreement. 17. Conflict

It is hereby expressly agreed between the Vendor and the Purchaser that the sale and purchase of the said Property shall in addition to the terms and conditions herein be subject to the special express conditions if any set out in the Third Schedule hereto and in the event of any conflict, discrepancies or variance the special express conditions set out in the Third schedule shall prevail. 18. Time Time wherever mentioned shall be of the essence of this Agreement. 19. Solicitors for Purchaser

The Purchaser hereby appoints Messrs Loke, Chew & Zainal, Advocates & Solicitors, of No. 19- A & B, Bandar Raub Perdana, 27600 Raub, Pahang Darul Makmur, as his solicitors in this transaction. 20. (a) Solicitor's costs Solicitor's costs in respect of and incidental to the preparation and execution of this Agreement shall be borne and paid for in the manner as set out in Section 6 of the First Schedule hereto. Ad valorem stamp duty and registration fees payable on the transfer shall be borne and paid for by the Purchaser. The Purchaser further agrees to pay as and when requested any additional or excess stamp duty and/or penalty that may be imposed by the collector of Stamp Duties or such other competent authority or authorities in respect of this Agreement and/or the transfer of the said Property. Solicitors costs and all expenses payable in respect of the preparation and registration of any discharge of charge shall be borne and paid for by the Vendor. Knowledge or Acquiescence

(b) 21.

Knowledge or acquiescence by either party hereto of or in any breach of any of the terms, conditions or covenants herein contained can not operate as or be deemed to be a waiver of such terms, conditions or covenants or any of then and notwithstanding such knowledge and acquiescence, each party hereto shall be entitled to exercise his/her respective rights under this Agreement and to require strict performance by the other of the terms, conditions and covenants herein.

22.

Severability Of Provisions

Any provision or terms of this Agreement which is prohibited or unenforceable by law shall be ineffective to the extent only of such prohibition or unenforceability without invalidating or affecting the remaining provisions or terms hereof or effecting the validity or enforceability of such provision or term in any other jurisdiction where such a provision is valid. 23. Entire Contract

This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous agreement and undertakings. No variations hereof shall be effective unless made in writing and signed by both parties hereto. 24. Notice

Any notice request and demand requiring to be served by either of the parties hereto to the other under the provisions of this Agreement shall be in writing and shall be deemed to be sufficiently served:(a) If it is sent by the party or his solicitors by post in a prepaid registered letter addressed to the party to be served at his address hereinbefore mentioned. Any notice so sent shall be deemed to have been received at the times when such registered letter would in the ordinary course be delivered; or It is given by that party or his Solicitors and despatched by hand to the Solicitors of the party to be served. Heirs bound

(b) 25.

This Agreement shall be binding upon the respective heirs, personal representatives, successorsin-title and assigns of the Vendor and the Purchaser.

26.

Definitions In this Agreement where the context so admits:-

(a)

The term "Vendor" or "Purchaser" shall include a firm or corporation and if there are two or more persons included in either of the terms their liabilities under this Agreement shall be joint and several; The term "Property" shall include all properties set out in Section 4 of the First Schedule; Words importing the masculine gender shall be deemed to include the feminine and neuter genders and words importing the singular number shall include the plural and vice versa. The Section headings appearing in this Agreement are inserted for convenience and reference only and shall not affect the construction of this Agreement.

(b) (c) (d)

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