ex10-7.htm


    Exhibit 10.7

     

    THIS AGREEMENT is made on the
21st
day of February 2008

    


    BETWEEN

    


    
      	
              1.

            	
              TAN KEE CHEN (Passport
      No. A13990595, Singapore NRIC No. S7873081A), of Block 234 #12-438, Yishun
      Street 21, Singapore 760234 (the “Vendor”);
      and

            
	 
      	 
      	 
      
	
              2.

            	
              ENZER CORPORATION
      LIMITED (Company Registration No. 199206945E), a public listed
      company incorporated under the laws of the Republic of Singapore and
      having its registered office at Block 4012 Ang Mo Kio Ave 10, #06-08,
      TECHPlace 1, Singapore 569628 (the “Purchaser”);

            
	 
      	 
      	 
      
	
              (collectively
      the “Parties”,
      and each a “Party”).

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              WHEREAS:

            	 
      
	 
      	 
      	 
      
	
              A.

            	
              Pursuant
      to an agreement dated 22 August 2007 (the “Sale
      and Purchase Agreement”) between the Vendor and the Purchaser, the
      Vendor agreed to sell, and the Purchaser agreed to purchase the entire
      paid-up share capital of Luckybull Limited (“Luckybull”),
      an investment holding company established in accordance with the laws of
      the British Virgin Islands, on the terms and subject to the conditions
      contained therein (the “Purchase”).

            
	 
      	 
      	 
      
	
              B.

            	
              Pursuant
      to further negotiations between the Parties, the Vendor shall sell, and
      the Purchaser shall purchase, up to ninety percent (90%) (the “Sale
      Shares”) of the entire issued and paid-up capital of Mopie (BVI)
      Limited, a private limited liability company established in accordance
      with the laws of the British Virgin Islands ( the “Company”),
      which, as at the date hereof, owns 100% of the outstanding shares of
      Luckybull as a result of the share exchange agreement entered into between
      the Company and the sole shareholder of Luckybull on or around 6 December
      2007 (the “Share
      Exchange Agreement”) in substitution of the terms of the Purchase
      (the “Restructuring”).

            
	 
      	 
      	 
      
	
              C.

            	
              In
      connection with the Restructuring and in the spirit of goodwill and
      cooperation, the Parties agree to amend the Sale and Purchase Agreement on
      the terms and subject to the conditions herein.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              IT IS AGREED as
      follows:

            
	 
      	 
      	 
      
	
              1.

            	
              RECITALS

            
	
               

            	 
	 
      	
              The
      Recitals of the Sale and Purchase Agreement are amended as
      follows:

            
	 
      	 
      	 
      
	 
      	
              1.1

            	
              Recital
      (A) shall be amended by deleting it in its entirety and inserting the
      following:

            
	 
      	 
      	 
      
	 
      	
              “Luckybull Limited
      (“Luckybull”) is an investment holding company incorporated in the
      British Virgin Islands on 27th
      April 2006 (Company Registration No.
668223).”.

            


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              1.2

            	
              By
      deleting the phrase “the Company” in Recital (B) and inserting the word
      “Luckybull” in its place;

            
	 
      	 
      	 
      
	 
      	
              1.3

            	
              By
      deleting Recital (D) in its entirety; and

            
	 
      	 
      	 
      
	 
      	
              1.4

            	
              By
      deleting Recital (F) of the Sale and Purchase Agreement in its entirety
      and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “(E)

            	
              The
      Vendor proposes to sell, and the Purchaser wishes to purchase, up to
      ninety percent (90%) of the entire paid-up share capital of Mopie (BVI)
      (the “Sale
      Shares”), on the terms and  subject to the conditions
      contained in this Agreement (the “Acquisition”).

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              2.

            	
              DEFINITIONS
      AND INTERPRETATION

            
	
               

            	 
	
              2.1

            	
              Save
      as expressly provided in this Agreement, all terms and references used in
      this Agreement which are defined in the Sale and Purchase Agreement but
      are not defined in this Agreement shall have the same meaning and
      construction ascribed to them in the Sale and Purchase
      Agreement.

            
	 
      	 
      	 
      
	
              2.2

            	
              The
      following definitions shall be inserted to replace the current definitions
      as set out in the Sale and Purchase Agreement in their
      entirety:

            
	
               

            	
               

            	
               

            
	 
      	
              “Accounts
      Date” means, in relation to the Target Companies, 31 December
      2007;

            
	 
      	 
      	 
      
	 
      	
              “Acquisition”
      means the proposed acquisition by the Purchaser of up to ninety percent
      (9% of the issued and paid-up share capital of the Company from the
      Vendor;

            
	 
      	 
      	 
      
	 
      	
              “Company”
      means Mopie (BVI) Limited, a private limited liability company established
      in accordance with the laws of the British Virgin
  Islands;

            
	 
      	 
      	 
      
	 
      	
              “Management
      Accounts” means the unaudited management accounts of the Target
      Companies for the financial period ended 31 December
  2007;

            
	 
      	 
      	 
      
	 
      	
              “Placement”
      means the placement of 500,000 new shares in the Company which will result
      in the Vendor owning ninety per cent. (90%) of the resultant issued and
      paid-up capital of the Company pursuant to the said placement
      and the Initial Share Transfer, and prior to
Completion;

            
	 
      	 
      	 
      
	 
      	
              “Sale
      Shares” means such number of ordinary shares of the Company
      representing ninety percent (90%), or such other number of ordinary shares
      of the Company legally and/or beneficially owned by the Vendor at
      Completion, of the entire issued and paid-up share capital of the
      Company;

            
	 
      	 
      	 
      
	 
      	
              “Share
      Exchange Agreement” means the share exchange agreement entered into
      between the Vendor and the Company on 6 December 2007, pursuant to which
      91.8% of the issued and
      paid-up share capital of the Company shall be transferred to the
      Vendor, with it being understood by the parties that the Company
      plans to undertake the Placement;
and

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              “Target
      Companies” means the Company, Luckybull, Molong and Mopie
      collectively, and each a “Target
      Company”;”.

            
	 
      	 
      	 
      
	
              2.2A

            	
              The
      following definition shall be inserted between the definitions of
      “Long-Stop Date” and “Management Accounts” in the Sale and Purchase
      Agreement:

            
	 
      	 
      	 
      
	 
      	
              “Luckybull”
      means Luckybull Limited, a limited liability company established in
      accordance with the laws of the British Virgin
  Islands;”.

            
	 
      	 
      	 
      
	
              2.2B

            	
              Clause
      8A.2 of the Sale and Purchase Agreement shall be amended by replacing the
      reference to the defined term “the Company” with the defined term “the
      Target Companies”.

            
	 
      	 
      	 
      
	
              2.2C

            	
              Clause
      8B of the Sale and Purchase Agreement shall be amended by replacing all
      references to the defined term “the Company” with the defined term
      “Luckybull”.

            
	 
      	 
      	 
      
	
              2.3

            	
              Unless
      the context otherwise requires, words importing one gender include all
      other genders, words importing the singular include the plural and vice
      versa.

            
	 
      	 
      	 
      
	
              2.4

            	
              The
      words “hereof”, “herein”, “hereon” and “hereunder” and words of similar
      import, when used in this Agreement, refer to this Agreement as a whole
      and not to any particular provision.

            
	 
      	 
      	 
      
	
              2.5

            	
              The
      headings to the clauses do not form part of this Agreement and shall have
      no legal effect and shall not be relied upon in the interpretation or
      construction of any of the provisions of this
Agreement.

            
	 
      	 
      	 
      
	
              2.6

            	
              References
      herein to “Recitals”, “Clauses” and “Schedules” are to recitals, clauses
      and schedules to this Agreement.

            
	 
      	 
      	 
      
	
              2.7

            	
              Reference
      to any statute or statutory provisions includes a reference to that
      statute or statutory provision as from time to time amended, extended or
      re-enacted, with or without modification.

            
	 
      	 
      	 
      
	
              3.

            	
              ESTABLISHMENT OF
      GROUP
      STRUCTURE

            
	
               

            	 
	
              3.1

            	
              The
      following Clauses 2A, 2B and 2C shall be inserted between Clauses 2 and 3
      in the Sale and Purchase Agreement:

            
	 
      	 
      	 
      
	 
      	
              “2A.

            	
              Establishment of Group
      Structure

            
	 
      	 
      	 
      
	 
      	
              2A.1

            	
              The
      Parties agree that the following events shall take place prior to
      Completion for the purposes of establishing the Group Structure (as
      defined below):

            


    

    
      	 
      	 
      	 
      
	 
      	
              2A.1.1

            	
              Pursuant
      to the Share Exchange Agreement, the Company shall transfer (the “Initial
      Share Transfer”) to the Vendor 91.8% of the entire pre-offering
      issued and paid-up share capital of the Company (the “Initial Shares”),
      with the Vendor being the legal and valid owner of the Initial
      Shares;

            


    

    
      	 
      	 
      	 
      


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	
              2A.1.2

            	
              pursuant
      to the Initial Share Transfer and on the understanding between the parties
      to the Share Exchange Agreement that the Company plans undertake the
      Placement, the Company shall be listed on the Over-the-Counter Bulletin
      Board in the United States of America (the “OTCBB”),
      with the Vendor owning 91.8% of the entire issued and paid-up capital of
      the Company, and various shareholders owning the remaining 8.2% of the
      entire issued and paid-up share capital of the Company;

            
	 
      	 
      	 
      
	 
      	
              2A.1.3

            	
              pursuant
      to completion of the Placement, the Vendor owning ninety per cent. (90%)
      of the entire issued and paid-up capital of the Company and various
      shareholders owning the remaining ten percent (10%), of the entire issued
      and paid-up share capital of the Company;

            
	 
      	 
      	 
      
	 
      	
              2A.1.4

            	
              the
      Purchaser obtaining the approval of its shareholders for the Acquisition
      and the transactions contemplated under this Agreement;
  and

            
	 
      	 
      	 
      
	 
      	
              2A.1.5

            	
              completion
      of the bond subscription agreement (the “Bond
      Subscription Agreement”) dated 9 November 2007 entered into between
      the Purchaser and D.B. Zwirn Mauritius Trading No. 3 Limited, under which
      the Purchaser proposes to issue up to S$150 million (in 75 equal
      successive tranches of S$2 million each) in aggregate principal amount of
      redeemable zero coupon convertible bonds to the Subscriber and/or its
      affiliates and/or funds other investment vehicles and/or private accounts
      managed and/or advised by D. B. Zwirn & Co., L.P. and/or its
      affiliates (the “Bond
      Subscription”); and

            
	 
      	 
      	 
      
	 
      	
              2A.1.6

            	
              the
      Purchaser having raised and drawn down a sufficient amount of funds from
      the Bond Subscription to enable the Purchaser to satisfy the Cash
      Consideration under this Agreement.

            


    

    
      	 
      	 
      	 
      
	
              2A.2

            	
              Upon
      Completion, the Parties acknowledge and agree that the Company shall hold
      Luckybull and Molong in the group structure (the “Group
      Structure”) as shown in the chart set forth
  below:

            


    

    
      	
               
      

            	 


    

    


    [Missing Graphic Reference]

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 
      	
              For
      the avoidance of doubt and subject to Clause 2C of this Agreement, the
      Purchaser shall, upon Completion, hold up to ninety percent (90%) of the
      Company pursuant to Completion of this Agreement.

            
	 
      	 
      	 
      
	
              2B.

            	
              Undertaking of Vendor
      in relation to the Sale Shares

            
	 
      	 
      	 
      
	 
      	
              Subject
      to Clause 2C below, the Vendor agrees and undertakes that he shall,
      pursuant to the Initial Share Transfer and the successful listing of the
      Company on the OTCBB (the “Listing”),
      sell to the Purchaser the Sale Shares, upon the fulfilment (or waiver) of
      the conditions precedent to this Agreement as set out in Clause 4.1 of
      this Agreement and on the terms and subject to the conditions of this
      Agreement.

            
	 
      	 
      
	
              2C.

            	
              Sale of Shares by
      Vendor prior to Completion

            
	 
      	 
      	 
      
	
              2C.1

            	
              Pursuant
      to the Initial Share Transfer and prior to Completion, the Parties
      acknowledge and agree that the Vendor shall not dilute his shareholding
      interest in the Company to less than fifty one percent (51%) of entire
      issued and paid-up capital of the Company and that the definition of “Sale
      Shares” in this Agreement shall be construed
  accordingly.

            
	 
      	 
      	 
      
	
              2C.2

            	
              For
      the avoidance of doubt, and subject to Clause 2C.1 above, in the event
      that the Vendor divests any portion of his shareholding in the Company,
      the Parties acknowledge and agree that (a) the Consideration shall be
      reduced proportionately, and (b) the difference in the amount payable
      shall be deducted from the Cash Consideration
portion.”.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              4.

            	
              CONSIDERATION

            
	
               

            	 
	 
      	
              Clause
      3 of the Sale and Purchase Agreement shall be amended by deleting it in
      its entirety and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “3.1

            	
              Subject
      to Clauses 2C and 8A of the Sale and Purchase Agreement, the Consideration
      for the sale and purchase of the Sale Shares shall be the sum of Singapore
      Dollars Thirty Million Only (S$30,000,000). For the avoidance of doubt,
      and subject to Clause 2C above, in the event that the Vendor disposes of
      any portion of his shareholding in the Company, the Cash Consideration (as
      hereinafter defined) shall be reduced proportionately.

            
	 
      	 
      	 
      
	
              3.2

            	
              The
      Consideration for the Sale Shares shall be satisfied as
      follows:

            


    

    
      	 
      	 
      	 
      
	 
      	
              3.2.1

            	
              The
      sum of S$20,000,000 in cash (the “Cash
      Consideration”); and

            
	 
      	 
      	 
      
	 
      	
              3.2.2

            	
              The
      remaining Consideration, amounting to S$10,000,000, to be satisfied on
      Completion by the allotment and issue by the Purchaser of the
      Consideration Shares to the Vendor, all of such Consideration Shares shall
      rank pari passu
      with the issued shares of the
Purchaser.

            


    

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	3.3	
              In
      respect of the Cash Consideration, the Parties acknowledge and agree as
      follows:

            


    

    
      	 
      	 
      	 
      
	 
      	
              3.3.1

            	
              a
      deposit of S$2,500,000 (the “Deposit”)
      has been paid by the Purchaser to the Vendor;

            
	 
      	 
      	 
      
	 
      	
              3.3.2

            	
              the
      outstanding sum due and payable by the Purchaser to the Vendor in cash is
      S$17,500,000 (the “Remaining
      Cash
      Consideration”).

            


    

    
      	 
      	 
      	 
      
	
              3.4

            	
               In
      respect of the Remaining Cash Consideration, the Parties acknowledge and
      agree as follows:

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              subject
      to Clause 4.1.2D and the Purchaser having raised and drawn down a
      sufficient amount of funds from the Bond Subscription to enable the
      Purchaser to satisfy the Partial Cash Consideration, the Purchaser will
      pay to the Vendor a sum of S$3,000,000 (the “Partial
      Cash Consideration”) by no later than 31 March
  2008;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              for
      the avoidance of doubt, payment of the Partial Cash Consideration in
      accordance with Clause 3.4(a) above (if such payment occurs) shall be
      offset against Remaining Cash Consideration; and

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              non-payment
      of the Partial Cash Consideration in accordance with Clause 3.4(a) above
      shall not constitute a breach of this Agreement by the
      Purchaser.”.

            
	 
      	 
      	 
      
	
               

            	
               

            	
               

            
	
              5.

            	
              CONDITIONS
      PRECEDENT

            
	 	 
	
              5.1

            	
              Clause
      4.1.2 of the Sale and Purchase Agreement shall be amended by deleting it
      in its entirety and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “4.1.2

            	
              the
      Company being the sole shareholder of Luckybull, and Luckybull being the
      sole shareholder of Molong;”.

            
	 
      	 
      	 
      
	
              5.2

            	
              The
      following Clauses 4.12A to 4.1.2G shall be inserted between Clauses
      4.1.2 and 4.1.3 in the Sale and Purchase Agreement:

            
	
               

            	 
	 
      	
              “4.1.2A

            	
              completion
      of the Initial Share Transfer and the Vendor being the legal and valid
      owner of the Sale Shares;

            
	 
      	 
      	 
      
	 
      	
              4.1.2B

            	
              the
      establishment of the Group Structure;

            
	 
      	 
      	 
      
	 
      	
              4.1.2C

            	
              the
      successful listing of the Company on the OTCBB;

            
	 
      	 
      	 
      
	 
      	
              4.1.2D

            	
              completion
      of the Placement;

            
	 	 	 
	 
      	
              4.1.2E

            	
              completion
      of the Bond Subscription and the Purchaser having raised and drawn down a
      sufficient amount of funds from the Bond Subscription to enable the
      Purchaser to satisfy the Cash Consideration under this
      Agreement;

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              4.1.2F

            	
              the
      Vendor being the legal and valid owner of such number of ordinary shares
      of the Company as shall represent at least 51% of the entire issued and
      paid-up share capital of the Company;

            
	 
      	 
      	 
      
	 
      	
              4.1.2G

            	
              the
      valid execution and completion of the Share Exchange Agreement,
      on  such terms and conditions which shall not be materially
      inconsistent with the fundamental principles and terms of, and the rights
      of the Purchaser under, this Agreement, and which are reasonably
      acceptable to the Purchaser;”.

            
	 
      	 
      	 
      
	
               

            	 
	
              6.

            	
              COMPLETION

            
	
               

            	 
	
              6.1

            	
              Clause
      5.1 of the Sale and Purchase Agreement shall be amended by deleting it in
      its entirety and inserting the following

            
	 
      	 
      	 
      
	 
      	
              Subject
      to the provisions of Clause 4.1 and notwithstanding that Completion Date
      is scheduled to be no later than the Long-Stop Date, the Parties undertake
      and agree, on a “best-endeavours” basis,
      to ensure that Completion takes place by no later than three (3) months
      from the date of this Agreement at the offices of the Purchaser's
      Solicitors (or at such other place as the parties may agree in writing)
      where all (and not some only) of the events described in Clauses 5.2 and
      5.3 shall occur.

            
	 
      	 
      	 
      
	
              6.2

            	
              Clause
      5.2.4 of the Sale and Purchase Agreement shall be amended by deleting it
      in its entirety and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “5.2.4

            	
              such
      documentary evidence as shall be necessary to satisfy the Purchaser that
      the Company owns the entire issued and paid-up share capital of Luckybull,
      and that the Company owns the Molong Shares;”.

            
	 
      	 
      	 
      
	
              6.3

            	
              Clause
      5.2.8 of the Sale and Purchase Agreement shall be amended by deleting it
      in its entirety and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “5.2.8

            	
              where
      necessary, all documentation, the form and substance of which are
      satisfactory to the Purchaser as the Purchaser may determine in its
      absolute discretion, evidencing that the Vendor has fulfilled his
      obligations under Clauses 4.1.2A, 4.1.2B, 4.1.2C, 4.1.2D, 4.1.2E, 4.1.2F,
      4.1.7, 4.1.8 and 4.1.9; and”.

            
	 
      	 
      	 
      
	
              6.4

            	
              Clause
      5.3 of the Sale and Purchase Agreement shall be amended by deleting it in
      its entirety and inserting the following:

            
	 
      	 
      	 
      
	 
      	
              “5.3

            	
              Against
      compliance by the Vendor of Clause 5.2, the Purchaser
    shall:

            


    

    
      	 
      	 
      	 
      
	 
      	
              5.3.1

            	
              pay,
      by way of telegraphic transfer to the bank account of the Vendor (as
      notified by the Vendor to the Purchaser) or a cashier’s order or banker’s
      draft issued by a bank licenced in Singapore and made out in favour of the
      Vendor, the Remaining Cash Consideration, or if the Partial Cash
      Consideration has been paid in accordance with Clause 3.4 of this
      Agreement, the sum of S$14,500,000 which is the Remaining Cash
      Consideration less the Partial Cash Consideration;
    and

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              5.3.2

            	
              allot
      and issue the Consideration Shares to the Vendor or his
      nominee.”.

            
	 
      	 
      	 
      
	
              7.

            	
              INDEMNITY

            
	 	 
	 
      	
              Each
      Party (the “Indemnifying
      Party”) shall indemnify and keep the other Party (the “Indemnified Party”)
      indemnified against all proceedings, costs, expenses, claims, penalties
      and liabilities (including legal costs on an indemnity basis) incurred or
      suffered by the Indemnified Party arising from or in connection with or as
      a result of any breach by the Indemnifying Party of any of its obligations
      under the Sale and Purchase Agreement (as amended and supplemented by this
      Agreement).

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              8.

            	
              INCORPORATION OF
      AGREEMENT

            
	
               

            	 
	
              8.1

            	
              This
      Agreement shall be construed as one with the Sale and Purchase Agreement.
      The phrase “this Agreement” referred to in the Sale and Purchase Agreement
      and all other instruments executed thereunder or pursuant thereto shall
      for all purposes refer to the Sale and Purchase Agreement incorporating
      and as amended or supplemented by this Agreement.

            
	
               

            	 
	
              8.2

            	
              Except
      to the extent that it is amended by this Agreement, the Sale and Purchase
      Agreement shall remain in full force and effect.

            
	
               

            	 
	
              8.3

            	
              This
      Agreement shall take effect from the day and year first above
      written.

            
	
               

            	 
	
               

            	 
	
              9.

            	
              GENERAL

            
	
               

            	  
	
              9.1

            	
              This
      Agreement may be executed in any number of counterparts by the Parties
      hereto and when the same have been executed by the Parties hereto, this
      Agreement shall be binding on the Parties hereto as if they had executed
      this Agreement in a single document.

            
	
               

            	 
	
              9.2

            	
              Any term,
      condition, stipulation, provision, covenant or undertaking in this
      Agreement which is or may become illegal, void, prohibited or
      unenforceable in any respect under any law shall be ineffective to the
      extent of such illegality, voidness, prohibition or unenforceability
      without invalidating the remaining provisions hereof, and any such
      illegality, voidness, prohibition or unenforceability shall not invalidate
      or render illegal, void or unenforceable any other term, condition,
      stipulation, provision, covenant or undertaking herein
      contained.

            
	 	 
	
              9.3

            	This
      Agreement shall be binding upon and enure for the benefit of the
      successors and assigns
      of the Parties but a Party may not assign or transfer any of its rights or
      obligations without
      the prior written consent of the other
Party.


    

     

     

     

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
	
              9.4

            	
              A
      person who is not a party to this Agreement shall have no right under the
      Contracts (Rights of Third Parties) Act Cap. 53B to enforce any of the
      terms of this Agreement.

            
	
               

            	 
	
               

            	 
	
              10.

            	
              GOVERNING LAW AND
      JURISDICTION

            
	
               

            	 
	
              10.1

            	
              This
      Agreement shall be governed by, and construed in accordance with, the laws
      of Singapore.

            
	
               

            	 
	
              10.2

            	
              The
      Parties hereby irrevocably submit to the exclusive jurisdiction of the
      courts of Singapore and waive any objection to Proceedings in any such
      court on the grounds of venue or on the grounds that the Proceedings have
      been brought in an inconvenient
forum.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     IN WITNESS WHEREOF the Parties
have on the day and year above written executed this Agreement.

     

    
      	 
      	 
      
	
              SIGNED
      BY

            	
              /s/
      Tan Kee Chen

            
	 
      	
              )

            
	
              TAN
      KEE CHEN

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              SIGNED
      BY

            	
              /s/
      Ang Eng Chin

            
	 
      	
              )

            
	
              for
      and on behalf of

            	
              )

            
	
              ENZER
      CORPORATION LIMITED

            	
              )

            
	
              in
      the presence of :-

            	
              )

            


    

    


     

     

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    EXECUTION
COPY

    
 

    


    DATED THIS 21ST DAY OF FEBRUARY
2008

    


    


    


    


    BETWEEN

    


    


    TAN
KEE CHEN

    


    ...as the
Vendor

    


    And

    


    


    ENZER
CORPORATION LIMITED

    


    ...as the
Purchaser

    


    


    


    
      


    

    


    


    SUPPLEMENTAL
AGREEMENT

    to the
Sale and Purchase Agreement relating to the purchase

    of shares
representing 100 per cent. of the issued share capital

    of
Luckybull Limited dated 22 August 2007

    
       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

       

       

      
 

      


    

    
      
        	
                TABLE
      OF CONTENTS

              
	 
      	 
      	 
      
	
                No.

              	
                Clause

              	
                Page
      No.

              
	 
      	 
      	 
      
	
                1.

              	
                RECITALS

              	
                1

              
	 	 	 
	
                2.

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                2

              
	 	 	
                 

              
	
                3.

              	
                ESTABLISHMENT
      OF GROUP STRUCTURE

              	
                3

              
	 	 	 
	
                4.

              	
                CONSIDERATION

              	
                5

              
	 	 	 
	
                5.

              	
                CONDITIONS
      PRECEDENT

              	
                6

              
	 	 	 
	
                6.

              	
                COMPLETION

              	
                7

              
	 	 	 
	
                7.

              	
                INDEMNITY

              	
                8

              
	 	 	 
	
                8.

              	
                INCORPORATION
      OF AGREEMENT

              	
                8

              
	 	 	 
	
                9.

              	
                GENERAL

              	
                8

              
	 	 	 
	
                10.

              	
                GOVERNING
      LAW AND JURISDICTION

              	
                9

              


      

    

     

     

     

     

     

    
      
        
        

      

      
        -12-