AN AGREEMENT OF SALE AND PURCHASE made the BETWEEN MOHD FAUZI BIN MOHD AGOS (No.

Polis: RF 117676) of No. 61, Kampung Tambak, Perserai, Mukim 3, 83000 Batu Pahat, Johor (hereinafter called "the Vendor") of the one part AND MOHD SABTU BIN WARIS (NRIC No. 790727-01-5625) of No. 11, Lorong 1B, Kampong Solok Wan Moh, 83000 Batu Pahat, Johor (hereinafter called "the Purchaser") of the other part WHEREAS:1. The Vendor is the registered proprietor and the beneficial owner of all that property held under H.S.(D) 34830 PTD 31499 Mukim Simpang Kanan, District of Batu Pahat, in the State of Johor, measuring approximately 770 square feet together with a double storey medium low cost terrace house erected thereon which is known as No. 22, Jalan Perdana 24, Taman Bukit Perdana, 83000 Batu Pahat, 83000 Batu Pahat, Johor (hereinafter referred to as the said Property). 2. 3. The said Property is currently charged to Minister of Finance Incorporated (hereinafter referred to as the said Chargee). The Vendor is desirous of selling and the Purchaser is desirous of purchasing the said Property, free from all encumbrances and with vacant possession at the purchase price of Ringgit Malaysia Eighty-three Thousand (RM83,000-00) only (hereinafter referred to as the Purchase Price) but subject to the conditions of and restrictions in title whether express or implied affecting the said Property for consideration.

NOW THIS AGREEMENT WITNESSETH as follows:1. AGREEMENT FOR SALE (a) IN CONSIDERATION of the sum of Ringgit Malaysia Eight Thousand Three Hundred (RM8,300-00) only (hereinafter referred to as "the said Deposit") paid by the Purchaser to the Vendor simultaneously with the execution of these present, the receipt of which the Vendor hereby acknowledges, the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the said Property for a

total consideration of Ringgit Malaysia Eighty-three Thousand (RM83,000-00) only. (b) The parties hereto hereby agree that the said Deposit shall be placed with the Purchasers Solicitors and the Purchasers Solicitors are hereby authorised to release the said Deposit to the Vendor within Fourteen (14) days of the receipt of the letter of approval from the Land Authority. PAYMENT OF THE BALANCE PURCHASE PRICE The balance of the Purchase Price amounting to Ringgit Malaysia Seventy-four Thousand Seven Hundred (RM74,700-00) only (hereinafter referred to as "the Balance Purchase Price") shall be paid or caused to be paid by the Purchaser to Messrs Imran, Shahareen & Partners, Advocates & Solicitors of No. 8A, Tingkat 1, Jalan Maju, Taman Maju, 83000 Batu Pahat, Johor as stakeholders (hereinafter referred to Purchasers Solicitors) as Stakeholders within Five (5) months from the date of receipt by the Purchasers Solicitors of the letter of approval from the relevant Land Authority pursuant to Clause 3 below (hereinafter referred to as "the Completion Date"). In the event that the Purchaser is unable to pay the Balance Purchase Price or any part thereof on or before the Date of Completion the Vendor hereby agree to grant an extension of a further One (1) month from the Completion Date (hereinafter referred to as "the Extended Completion Period" where the last day of the Extended Completion Period is known as "the Extended Completion Date") to pay the Balance Purchase Price SUBJECT HOWEVER that in such event, the Purchaser shall pay to the Vendor interest at the rate of Eight Per Centum (8.0%) per annum calculated on daily rests on the unpaid Balance Purchase Price or any part thereof from the expiry of the Completion Date till the date of full payment thereof PROVIDED ALWAYS that such interest shall be paid by the Purchaser to the Purchasers Solicitors together with the unpaid Balance Purchase Price or such part thereof that may be unpaid on/before the last day of the Extended Completion Date. CONDITION PRECEDENT The said Property is subject to the restriction in interest that the same shall not be sold, leased or disposed of in any manner without the approval of the State Authority and is further subject to the approval of the Housing Department, Johor Bahru. The Vendor hereby agrees and undertakes to apply to the State Authority and the Housing Department for the requisite approval within One (1) month of the date of this Agreement and further the Purchaser hereby agrees and undertakes to

2. 2.1

2.2

3. 3.1

3.2

render all assistance and to forthwith submit all documents, upon request, to the Purchasers Solicitors as may be necessary to support the applications for the requisite approvals. 3.3 In the event that approvals referred to in Clause 3.1 above cannot be obtained within Six (6) calendar months (hereinafter referred to as "the Approval Period") from the date hereof or are rejected by the relevant bodies, unless the parties hereto agree in writing to an extension of the period provided in this Clause in the case of no reply being had and obtained yet within the Approval Period, all sums paid by the Purchaser pursuant to this Agreement shall be refunded by the Vendor to the Purchaser free of interest within fourteen (14) days from the expiry of the Approval Period or the date of receipt of the letter of rejection from the above said authorities, as the case may be and on the happening of such event neither party hereto shall have any further claim against the other under or in respect of this Agreement or otherwise whatsoever. EXECUTION AND DELIVERY OF DOCUMENTS Upon execution hereof, the Vendor shall execute a valid and registrable Memorandum of Transfer of the said Property and the relevant stamp proforma in favour of the Purchaser and/or his nominee(s) and/or assigns, which together with the current quit rent and assessment receipts shall be deposited with the Purchasers Solicitors who shall submit the same to the relevant authority for adjudication and retain the adjudicated and stamped Memorandum of Transfer as stakeholders pending completion of this Agreement in accordance with the terms and conditions herein. Upon the Purchasers Solicitors receipt of the Memorandum of Transfer pursuant to Clause 4.1 above and the Letter of Consent from the relevant Land Authority, the parties hereto do hereby irrevocably request, direct and authorise the Purchasers Solicitors to submit the duly executed Memorandum of Transfer forthwith for the purpose of adjudication only. The parties hereto hereby expressly declare and confirm that though the said Memorandum of Transfer has been executed by the Vendor, in favour of the Purchaser or his nominee(s) as aforesaid, the acknowledgement of receipt of the consideration stated in the aforesaid Memorandum if Transfer shall not be construed as payments in full of the Purchase Price stated therein and the said Property shall not be deemed to be transferred to the Purchaser. The Purchaser shall be entitled to lodge a private caveat against the said Property at any time after the signing of this Agreement PROVIDED ALWAYS that the Purchaser shall remove the same in the event that the Purchaser shall fail to complete the sale.

4. 4.1.

4.2.

4.3.

4.4

5. 5.1

UTILISATION OF THE BALANCE PURCHASE PRICE The Purchaser intends to apply to the banks/financial institution (hereinafter referred to as the Financier) for a loan (hereinafter referred to as the Loan) to complete the purchase of the said Property and, if so required by the Purchasers Financier, the Vendor irrevocably agree to execute a letter of undertaking in favour of the financial institution to refund the Loan or any part thereof paid to the Vendor in the event that the Memorandum of Transfer cannot for any reason whatsoever be registered in favour of the Purchaser and/or his nominee and/or assign. In the event that the Financier shall have approved the Loan to the Purchaser, the Vendor hereby expressly and irrevocably authorize the Purchasers Solicitors to request the amount of Redemption Sum payable to the Chargee and to obtain the Chargees undertakings to forward the Discharge of Charge, the Loan Documents and all other documents deposited with the Chargee for the purposes of financing (hereinafter referred to as the Discharge Documents) and the issue document of title to the said Property to the Financier or the Financiers Solicitors on receipt of the Redemption Sum and a further undertaking to refund the Redemption Sum to the Financier, in the event the Discharge of Charge cannot be perfected and/or the Memorandum of Transfer in favour of the Purchaser and/or his nominee and/or assign and/or any valid and registrable legal charge over the said Property created by the Purchaser in favour of the Financier as security for the Loan (hereinafter referred to as the Security) cannot be registered for any reason whatsoever. The Vendor further authorise the Purchasers Solicitors to forward the confirmation of Redemption Sum payable and the Chargees undertaking upon receipt of the same to the Financier and/or the Financier Solicitor, as the case may be. All payments made to the Chargee arising from or pursuant to any of the provisions of this Agreement and for the purpose of redeeming the Property from the Chargee shall be deemed to be payments made to the Vendor toward the account of the Purchase Price and the Vendor hereby expressly acknowledges and confirms that a valid receipt issued by the Chargee or its solicitors for the payment of the Redemption Sum shall be a good and valid discharge of the Purchaser in respect thereof. 5.5 In the event that the Redemption Sum is more than the Balance Purchase Price, and such excess is not as a result of the Purchasers default of his obligations pursuant to Clause 2 above, the Vendor hereby undertakes to forthwith deposit the difference with the Purchasers Solicitors for their onward transmission to the Chargee.

5.2

5.3

5.4

5.6

In the event that the Redemption Sum is more than the Balance Purchase Price, and such excess is as a result of the Purchasers default of their obligations pursuant to Clause 2 above, the Purchaser hereby undertake to forthwith deposit the difference with the Purchasers Solicitors for their onward transmission to the Chargee. REGISTRATION OF TRANSFER 6.1 Upon payment of the Balance Purchase Price and upon receipt of the Discharge of Charge duly executed by and the undertakings of the Chargee pursuant to Clause 5.2 above, the Purchasers Solicitors are hereby irrevocably authorised to effect the registration of the transfer of the said Property in favour of the Purchaser.

6.

6.2

In the event that all or any of the instruments necessary for effecting registration of the transfer of the said Property in accordance with the terms and conditions of this Agreement cannot, for any reason whatsoever, be registered, the Vendor or the Purchasers Solicitors, as the case may be, shall within Fourteen (14) days from a written demand made by the Purchaser or on the Purchasers behalf forthwith refund to the Purchaser all sums paid to the Vendor hereunder, free of interest and upon such refund, this Agreement shall terminate and cease to be of any further effect without prejudice to any rights either party may be entitled to against the other party for any antecedent breach of this Agreement. In addition thereto, the Vendor hereby authorises the Purchasers Solicitors to procure the refund of the Redemption Sum without any interest from the Chargee and to refund the same to the Purchasers Solicitors and/or his financier, as the case may be, within Seven (7) days of receipt of the refund from the Vendor. DEFAULT OF PURCHASER In the event of :(a) the Purchaser failing to make payments of the Purchase Price and any other sums payable by the Purchaser under this Agreement pursuant to Clause 2 of this Agreement; or the Purchaser is in breach of any other terms and condition in this Agreement which is not rectified by the Purchaser within Seven (7) days from the Purchaser being notified of the same;

6.3

7. 7.1

(b)

the Vendor shall be entitled to specific performance and/or damages or by notice in writing to the Purchaser to forthwith terminate this Agreement in which event this Agreement shall terminate on the date of such notice and the following consequences shall ensue, that is to say that-

(i)

the Purchaser shall deliver or cause to be delivered to the Purchasers Solicitors all documents and other records belonging to the Vendor within Fourteen (14) days of receipt of such termination; the Purchaser shall, in the event that the Purchaser is in possession of the said Property at the time of default by the Purchaser, unless otherwise agreed to in writing by the parties hereto, deliver or cause to be delivered, to the Vendor the said Property, fair wear and tear excepted within Fourteen (14) days of receipt of notice of such termination; the said Deposit shall be forfeited to the Vendor forthwith as agreed liquidated damages without any further notice and all sums paid by the Purchaser over and above the said Deposit to the Vendor shall be refunded to the Purchaser within Fourteen (14) days of the Purchaser complying with Clause 7(i) & (ii) above.

(ii)

(iii)

whereupon this Agreement shall terminate and cease to be of any further effect and neither party shall have any further claims against the other in relation to this Agreement. 8. 8.1 DEFAULT BY VENDOR In the event of :(a) default by the Vendor of any of the Vendor obligations under this Agreement which is not rectified by the Vendor within Seven (7) days from the Vendor being notified of the same; or the Vendor wilfully failing to complete this transaction provided that the Purchaser themselves shall not be in breach of this Agreement

(b)

the Purchaser shall be entitled to specific performance and/or damages or by notice in writing to the Vendor to forthwith terminate this Agreement in which event this Agreement shall terminate on the date of such notice and the following consequences shall ensue, that is to say:(i) the Vendor shall pay to the Purchaser the sum of monies equivalent to the said Deposit only of the Purchase Price free of interest as agreed liquidated damages in addition to the refund of all payments made towards the Purchase Price. the Purchaser shall deliver or cause to be delivered to the Purchasers Solicitors all documents and other records belonging to the Vendor; and;

(ii)

(iii)

if possession of the said Property has been delivered to the Purchaser, the Purchaser shall, unless otherwise agreed to in writing by the parties hereto, deliver to the Vendor the said Property, fair wear and tear excepted.

8.2

In the event of termination of this Agreement:(a) the sums payable pursuant to Clause 8.1(i) above shall be paid by the Vendor or the Purchasers Solicitors, in the case of monies held by the Purchasers Solicitors as stakeholders, to the Purchaser within Fourteen (14) days from the date of such termination; and the delivery of documents, other records and, unless otherwise agreed to in writing by the parties hereto, delivery of vacant possession pursuant to Clause 8.1(ii) & (iii) above, shall be effected within Fourteen (14) days of the Vendor and/or the said Solicitors compliance of Clause 8.2(a) herein.

(b)

9. 9.1

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDOR The Vendor hereby covenant, undertake, warrant and represent to and with the Purchaser that all conditions and covenants on the part of the Vendor to be performed under this Agreement will be complied with by the Vendor until the Completion Date or the Extended Completion Date, as the case may be, of the said Property to the Purchaser and that there will be no breach of the same by the Vendor. The Vendor further covenant, undertake, warrant and represent to and with the Purchaser to the intent that all such declarations, representations and warranties shall remain in full force and effect up to the completion of the sale by the Purchaser under this Agreement provided for as follows:That the Vendor has not been adjudged bankrupts or no bankruptcy or legal execution proceedings have been commenced against the Vendor as at the date hereof'; That the Vendor is the registered and beneficial owner of the said Property and has full power of authority to sell the said Property and the Vendor has not sold, charged, mortgaged, assigned or in any manner whatsoever encumbranced the said Property or any part thereof. c) There are no outstanding notices, orders, requirements or schemes of any Federal State Local Government or Authority or Statutory body which will or may prejudicially or adversely affect the present or continued use by the Vendor or the Purchaser or it successors in title of the said Property or any part thereof or which

9.2

(a)

(b)

will or may subject the Vendor or their successors in title to any onerous charge or liability; (d) There are no previous sales and purchase agreement for the sale of the said Property or any part thereof which are still subsisting and there are no pending suites, legal proceedings or claims against the Vendor which may affect in any way the Vendor's title or the Vendor's rights to dispose off the said Property as at the date hereof; The Vendor has not prior to or as at the date of this Agreement received any notification or declaration pursuant to Section 4 and/or Section 8 of the Acquisition Act 1960 of any likely or intended acquisition of the Property or any part thereof; That all quit rent, assessment, charges, rates and other outgoings in respect of the said Property as at the date hereof have been fully paid and kept up to date and will be fully settled by the Vendor as at the Completion Date or Extended Completion Date as the case may be. That the said Property can be delivered to the Purchaser with vacant possession in accordance with Clause 14 hereof. That the Vendor has the legal capacity to enter into this Agreement and that in so doing the Vendor will not contravene any law nor breach any contractual obligation on the Vendor's part whatsoever, The Vendor shall not deal with or encumber the said Property in any way on or after the date of this Agreement and shall not at any time hereafter do or suffer to be done or commit any act matter or thing in or in respect of the said Property which may render the said Property or any part thereof liable to forfeiture or attachment or which contravene the provisions of any existing legislation or requirements up to the date of full payment of the Balance Purchase Price on accordance with Clause 2 hereof; That there are no persons who may have any right of whatsoever nature to the said Property, whether as a donee of a power of attorney granted by the Vendor or any other person in respect of the said Property or otherwise. The Vendor duly expressly and irrevocably undertakes to apply for the consent from the State Authority and the Housing Department, Johor Bahru and the Vendor shall bear the costs of registering such consent. To forthwith furnish to the Financier an undertaking to refund the Loan in the event that the Memorandum of Transfer and/or the Discharge Documents in favour of the Purchaser and/or the Lender as the case may be, cannot be perfected for any reason whatsoever; and

(e)

(f)

(g) (h)

(i)

(j)

(k)

(l)

m) That the Recitals are true and accurate. 9.3 It is hereby agreed that in the event there is a breach of covenants, undertaking, representations or warranties hereof, the Vendor shall , without prejudice to the Purchaser's rights pursuant to Clause 8 hereof, rectify the said breach within thirty (30) days of the Purchaser's notice requiring such rectification failing which the provisions of Clause 8 hereof shall be applicable. Pending rectification of the breach by the Vendor, all the Purchaser's obligation under this Agreement shall be suspended. The Vendor shall at all times indemnify and keep the Purchaser indemnified against all actions, proceedings, claim and demands, damages, penalties, costs charge and expenses which may be brought or made against or incurred by the Purchaser by reasons of or arising out of any breach or non-compliance of all or any of the covenants, undertakings, representations and warranties herein by the Vendor. The parties hereto agree that the truth and correctness of all the matter stated in the representations, warranties and undertaking under the foregoing Sub-clauses of this Clause shall form the basis of the Vendor' and the Purchaser's agreement to sell and purchase the said Property. Each of such representations, warranties and undertaking shall be deemed to have been repeated as at the Completion Date or the Extended Completion date as the case may be. PAYMENT OF OUTGOINGS. All outgoings, including but not confined to quit rent and assessment shall be discharged by the Purchaser as from the Completion Date or Extended Completion Date, as the case may be, whereupon the rents and profits shall be payable to and collectable by the Purchaser. The Vendor shall indemnify the Purchaser against any fine or penalty which may be imposed by the relevant authority in respect of any late or non-payment or such impositions for the period prior to the Completion Date or Extended Completion Date, as the case may be. ACQUISITION The Vendor hereby represents that as at the date hereof, the said Property is not subject to any acquisition under the Land Acquisition Act, 1960 or any other legislation in Malaysia in respect of acquisition of properties by the Government of Malaysia

9.4

9.5

10. 10.1

10.2

11. 11.1

11.2

In the event that the said Property or any part thereof shall before completion of the sale and purchase of the said Property be or become further affected by any notice of acquisition or intended acquisition under the Land Acquisition Act, 1960 or other legislation in Malaysia, the Vendor shall give notice thereof to the Purchaser within Fourteen (14) days of receipt of such acquisition or intended acquisition and the Purchaser shall be entitled to determine if it intends to proceed with the purchase of the said Property. The Purchaser shall, as soon as possible, but in any event not later than Fourteen (14) days after the receipt of the notice, notify the Vendor in writing of the Purchasers decision. If the Purchaser decides to proceed with the purchase, the Vendor shall give notice to the acquiring authority of the Purchasers interest in the said Property and all compensation payable in respect of such acquisition shall belong to the Purchaser but only after payment in full of the Purchase Price by the Purchaser. If the Purchaser decides not to proceed with the purchase, all money paid herein to the Vendor by the Purchaser shall be refunded forthwith to the Purchaser free of interest and thereafter this Agreement shall determine and neither party shall have any further claim against the other. INSPECTION AND CONDITION The parties hereby expressly agree that the sale and purchase of the said Property is on an as is and where is basis and the said Property has been inspected by the Purchasers who shall be deemed to have purchased and accepted the same in the condition and state it is in at the time of execution of this Agreement.

11.3

11.4

11.5

12.

13. 13.1 13.2

RELEASE OF THE BALANCE PURCHASE PRICE The completion and payment of the Balance Purchase Price shall take place at the office of the Purchasers Solicitors. The Purchasers Solicitors shall release the Balance Purchase Price after deducting the Redemption Sum pursuant to Clause 5 and the apportioned outgoings (if any) pursuant to Clause 11 herein to the Vendor upon the expiry of Fourteen (14) days from the date of presentation of the Memorandum of Transfer and the Discharge Documents for registration at the relevant and registry. DELIVERY OF VACANT POSSESSION Vacant possession of the said Property shall be handed over to the Purchaser upon

14.

10

the payment of the Balance Purchase Price together with interest (if any) and the apportionment of the outgoings mentioned in Clause 10 hereof. 15. 15.1 REAL PROPERTY GAINS TAX The parties hereto shall submit notice of the acquisition and disposal of the said Property to the Director-General of Inland Revenue in the prescribed forms within sixty (60) days from the date of this Agreement pursuant to the provisions of the Real Property Gains Tax Act, 1976 or any modifications or re-enactment thereof. The parties hereto agree that no sums of money shall be retained out of the Purchase Price towards payment of the real property gains tax as required under the Real Property Gains Tax Act, 1976, as amended. The Vendor hereby expressly agrees that the Vendor shall be absolutely liable for the payment of the real property gains tax and all penalties for the late payment and/or late declaration to the Director General of Inland Revenue or any other competent authorities under all circumstances and the Vendor hereby agrees and undertakes to indemnify and keep the Purchaser fully indemnified in the event the Purchaser pays for the same or any part thereof due to any default, failure, omission, delay or neglect of the Vendor. COSTS AND EXPENSES The parties hereto agree that the Purchasers Solicitors costs and disbursements to the preparation and execution of this Agreement and the subsequent transfer of the said Property shall be borne by the Purchaser. The Purchaser shall pay all stamp duties payable on this Agreement and the subsequent transfer including the registration fees, search fees thereon. The Purchaser further agrees to pay as and when required any additional or excess stamp duty and/or penalty that may be imposed by the Collector of Stamp Duties or such other competent authority in respect of this Agreement and/or the transfer of the said Property. All costs and expenses in connection with the discharge of the charge shall be borne by the Vendor. All costs and expenses pertaining to the procurement of the consent of the relevant State Authority and Housing Department pursuant to Clause 3 shall be borne by the Purchaser.

15.2

15.3

16. 16.1

16.2

16.3 16.4

11

17.

TIME Time wherever mentioned in this Agreement shall be deemed to be of the essence of the contract.

18.

BINDING EFFECT OF THIS AGREEMENT This Agreement shall be binding upon the representatives, assigns and successorsin-title of the parties hereto

19. 19.1

WAIVER. No delay or failure of any of the parties hereto to exercise or enforce any right or provision of this Agreement or knowledge or acquiescence by either party hereto of or any breach of any of the provisions of this Agreement shall not operate as or be deemed to be a waiver of such right or provision unless made in writing and notwithstanding such knowledge or acquiescence, each party shall be entitled to specific performance of the terms and conditions of this Agreement. No single waiver shall constitute a continuing or subsequent waiver. KNOWLEDGE OR ACQUIESCENCE Knowledge or acquiescence by either party hereto of or in any breach of any of the terms, conditions or covenants herein contained shall not operate as or be deemed to be a waiver of such terms, conditions or covenants or any of them and notwithstanding such knowledge or acquiescence, each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance by the other of the terms, conditions or covenants herein.

19.2 20.

21.

NOTICES Any notice, request or demand required to be served by either party to the other party under this Agreement shall be in writing and shall be deemed to have been sufficiently served:(a) if its is given by that party or that partys solicitors by way of prepaid registered letter addressed to the other party at the address stated in this Agreement or at his last known address in Malaysia or to the other partys solicitors and shall be deemed to have received by such other party on the seventh day of posting inclusive of the day of such posting irrespective of

12

whether it has received by him or returned undelivered for whatever reason; or (b) if it is given by that party or that partys solicitors and despatched by hand to the other party or that other partys solicitors

22.

DEFINITIONS In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided:(i) (ii) (iii) (iv) words in the singular include the plural and words in the plural include the singular;
words importing the masculine gender include the feminine and neuter gender;

words applicable to natural persons include any body corporate. the expressions "the Vendor" and the Purchaser shall mean and include his heirs, next-of-kin, personal representatives, successors-in-title and assigns. the expression Ringgit Malaysia and the abbreviation RM shall mean the lawful currency of Malaysia; references to the provisions of any legislation includes a reference to any statutory modification and re-enactment thereof

(v) (vi)

********************************************* THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

13

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year stated in this Agreement.

Signed by MOHD FAUZI BIN MOHD AGOS, the abovenamed Vendor in the presence of:-

) ) )

.... MOHD FAUZI BIN MOHD AGOS

Signed by MOHD SABTU BIN WARIS, the abovenamed Purchaser in the presence of:)

) ) )

..... MOHD SABTU BIN WARIS

14