Exhibit
10.6 


 


Dated
the 12th day of January 2021


 


AGAPE
ATP CORPORATION


 


and


 


 


MOHD
SHAHARUDDIN BIN ABDULLAH


 








 



 


EMPLOYMENT
AGREEMENT


 


FOR


 


EXECUTIVE
DIRECTOR


 


 






 




    	 



     


    

 


THIS
AGREEMENT is made on the 12th day of January 2021.


 


BETWEEN:


 


	(1)	AGAPE
                                            ATP CORPROATION, a company incorporated in Nevada with limited liability with registered
                                            office at 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa,
                                            Kuala Lumpur, Malaysia, 58100 (the “Company”); and



 


	(2)	MOHD
                                            SHAHARUDDIN BIN ABDULLAH, holder of Malaysian Identification number. (the “Executive
                                            Director”).



 


NOW
IT IS HEREBY AGREED as follows:-


 


	1.	DEFINITION
                                            AND INTERPRETATION



 


	1.1.	In
                                            this Agreement, unless the context otherwise requires, the following words and expressions
                                            shall have the following meanings:-



 


	 	“Agreement”	this
    service agreement, as may be amended or modified from time to time;

     

	 	“Appointment”	the
    appointment of Mohd Shaharuddin Bin Abdullah as an Executive Director of the Company pursuant to Clause 2;

     

	 	“Board”	the
    board of directors for the time being of the Company or the directors present at any meeting of the Board duly convened and held
    and includes a duly authorised committee thereof;

     

	 	“Business”	all
    the business and affairs carried on from time to time by the Group or by any of the companies within the Group;

     

	 	“Compensation”	shall
    have the meaning ascribed thereto in the Clause 4.1;

     

	 	“Compensation
    Committee”

     
	the
    compensation committee of the Board;
	 	“Confidential
    Information”	(i)
    all information, know-how and records (in whatever form held) including (without prejudice to the generality of the foregoing) all
    formulae, designs, specifications, drawings, data, manuals and instructions and all customer lists, sales information, business plans
    and forecasts and all technical or other expertise and all computer software and all financial accounting and tax records, correspondence,
    orders and enquiries that are confidential or not generally known in any way in connection with the Group or any business of the
    Group, or trade secrets of the Group; (ii) any confidential information or trade secrets of the clients or prospective clients of
    the Group, or (iii) the confidential or proprietary information of any third party received by the Group and for which the Group
    has confidential obligations;

     



 






    	 



     


    

 


	 	“Corporate
    Status”	the
    capacity of the Executive Director with respect to the Company and the services performed by the Executive Director in that capacity;

     

	 	“Group”	the
    Company and its subsidiaries from time to time and a member of the Group shall be construed accordingly;

     

	 	“Listing
    Date”	the
    day on which the shares of the Company first commence trading on the [NASDAQ/NYSE];

     

	 	“NASDAQ”	The
    Nasdaq Stock Market;

     

	 	“NYSE”	New
    York Stock Exchange;

     

	 	“PRC”	the
    People’s Republic of China (and for the purpose of this Agreement, excludes Hong Kong Special Administrative Region, Macau
    Special Administrative Region and Taiwan);

     

	 	“US$”

     
	United
    States Dollars, the lawful currency of the United States;

     

	 	“Proceedings”	any
    threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative
    hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, including
    a proceeding initiated by the Executive Director pursuant to Clause 13 to enforce his rights hereunder; and

     

	 	“United
    States”	the
United States of America.



 


	1.2.	Reference
                                            to Clauses, are references to clauses of this Agreement.



 


	1.3.	In
                                            this Agreement, words importing the singular include the plural and vice versa, words importing
                                            one gender include every gender and references to a person include any public body and body
                                            corporate, unincorporated associations and partnership (whether or not having separate legal
                                            personality).



 


	1.4.	The
                                            headings to the Clauses of this Agreement are for convenience only and shall not affect the
                                            construction in this Agreement.



 


	1.5.	In
                                            this Agreement (save as otherwise expressly stated herein), references, express or implied,
                                            to any statues or statutory provision or any rule or regulation (whether or not having the
                                            force of law) shall be construed as references to the same as respectively amended, varied,
                                            modified, consolidated or re-enacted from time to time (whether before or after the date
                                            of this Agreement) and to any subordinate legislation made under such statutory provision
                                            and reference to sections of consolidating legislation shall, wherever necessary or appropriate
                                            in the context, be construed as including references to the sections of the previous legislation
                                            from which the consolidating legislation has been prepared.



 




    	 



     


    

 


	2.	APPOINTMENT



 


	2.1.	The
                                            Executive Director is appointed as an executive director of the Company on 12th
                                            January 2021. This Agreement serves to regulate the employment relationship between the Company
                                            and the Executive Director from the Listing Date.



 


	2.2.	The
                                            Company shall employ the Executive Director and the Executive Director shall diligently and
                                            faithfully serve the Company as an Executive Director pursuant to the terms and conditions
                                            of this Agreement and subject to the by-laws of the Company, the [Nasdaq Stock Market Rules/
                                            New York Stock Exchange Listed Company Manual] (to the extent applicable) and other applicable
                                            laws and regulations.



 


	2.3.	The
                                            Executive Director represents and warrants that he is not bound by or subject to any court
                                            order, agreement, arrangement or undertaking which in any way restricts or prohibits him
                                            from entering into this Agreement or from performing his duties hereunder.



 


	3.	EXECUTIVE
                                            DIRECTOR’S DUTIES AND SERVICES



 


	3.1.	The
                                            Executive Director hereby undertakes with the Company that during the term of this Agreement,
                                            he shall use his best endeavours to carry out his duties faithfully and diligently under
                                            this Agreement.



 


	3.2.	Without
                                            prejudice to the generality of Clause 3.1, the Executive Director shall during the term of
                                            this Agreement:-



 


		(a)	devote
                                            a sufficient amount of time and attention to the interests and affairs of the Company in
                                            the discharge of duties of his office as an Executive Director of the Company and, where
                                            relevant, as a director of such other members of the Group as are necessary for the proper
                                            and efficient administration, supervision, and management of the Group, in particular, the
                                            strategic planning, corporate management and business development of the Group;



 


		(b)	faithfully
                                            and diligently perform such duties and exercise such powers as are consistent with his office
                                            in relation to the Company and/or the Group;



 


		(c)	in
                                            the discharge of such duties and in the exercise of such powers observe and comply with all
                                            reasonable and lawful resolutions, instructions, regulations and directions from time to
                                            time passed, made or given by the Board according to the best of his skills and ability;



 




    	 



     


    

 


		(d)	perform
                                            such services for the Group and (without further remuneration unless otherwise agreed) accept
                                            such offices in the Group as the Board may from time to time reasonably require provided
                                            the same are consistent with his office;



 


		(e)	at
                                            all times keep the Board promptly and fully informed (in writing if so requested) in connection
                                            with the performance of such powers and duties and provide such explanations as the Board
                                            may require in connection with his office in relation to the Company and/or the Group;



 


		(f)	act
                                            in accordance with his powers and obligations as an Executive Director of the Company and
                                            use his best endeavours to comply with and to cause the Company to comply with (a) this Agreement;
                                            (b) every rule or law applicable to any member of the Group, whether in the United States,
                                            the PRC, Hong Kong, Malaysia or elsewhere; (c) the [Nasdaq Stock Market Rules/ New York Stock
                                            Exchange Listed Company Manual]; (d) the by-laws of the Company; (e) shareholders’
                                            and board resolutions of the Company; (f) the Securities Act of 1933; and (g) all other relevant
                                            securities regulations, rules, instructions and guidelines as issued by the relevant regulatory
                                            authorities from time to time, in relation to dealings in shares or other securities of the
                                            Company or any other member of the Group, and in relation to insider information or unpublished
                                            inside information affecting the shares, debentures or other securities of any member of
                                            the Group.



 


	3.3.	The
                                            Executive Director shall carry out his duties and exercise his powers jointly with any other
                                            Executive Directors, senior management or directors of the Group as may from time to time
                                            be appointed by the Board. The Board may at any time require the Executive Director to cease
                                            performing any of his duties or exercising any of his power under this Agreement.



 


	4.	REMUNERATION



 


	4.1.	Upon
                                            the effective date of this Agreement and during the term of this Agreement, the Executive
                                            Director shall receive a monthly remuneration of US$3,000 and shall also grant a stock-based
                                            compensation of US$60,000 worth of common stock per annum which shall accrue on a day to
                                            day basis payable in arrears on the last day of each calendar month provided that if the
                                            Appointment is terminated prior to the end of a calendar month, the Executive Director shall
                                            only be entitled to a proportionate part of such salary in respect of the period of service
                                            during the relevant month up to the date of termination (the “Compensation”).



 


	4.2.	The
                                            Compensation may be reviewed during the term of this Agreement by the Compensation Committee
                                            pursuant to its terms of reference after the Listing Date. Any adjustment of the Compensation
                                            shall be recommended by the Compensation Committee (when applicable) and approved by the
                                            Board duly convened pursuant to the by-laws of the Company.



 


	4.3.	The
                                            Executive Director shall be reimbursed for all reasonable expenses (including expenses of
                                            entertainment, subsistence and travelling) properly incurred by him in the performance of
                                            his duties in accordance with this Agreement.



 




    	 



     


    

 


	5.	TERMINATION



 


	5.1.	The
                                            Company shall be entitled to terminate the Appointment forthwith without any notice or payment
                                            in lieu of notice or other compensation to the Executive Director prior to the expiry of
                                            the term of the Appointment by notice in writing and upon such determination the Executive
                                            Director shall not be entitled to any bonus or any payment whatsoever (other than such Compensation
                                            actually accrued due and payable) or to claim any compensation or damages for or in respect
                                            of or by reason of such determination, if the Executive Director shall at any time:-



 


		(a)	commit
                                            any serious or persistent breach whether willful or not of any of the provisions herein (and
                                            to the extent that such breach is capable of remedy shall fail to remedy such breach within
                                            30 days after written warning given by the Board);



 


		(b)	be
                                            guilty of any act of negligence or dishonesty to the detriment of the Group, misconduct or
                                            willful default or neglect in the discharge of his duties hereunder (and to the extent that
                                            such breach is capable of remedy shall fail to remedy such breach within 30 days after written
                                            warning given by the Board);



 


		(c)	become
                                            bankrupt or have a receiving order made against him or suspend payment of his debts or compound
                                            with or make any arrangement or composition with his creditors generally;



 


		(d)	become
                                            a lunatic or of unsound mind or become a patient for any purpose of any statute relating
                                            to mental health;



 


		(e)	become
                                            permanently incapacitated by illness or other like causes so as to prevent the Executive
                                            Director from performing his duties and obligations hereunder;



 


		(f)	be
                                            guilty of conduct tending to bring himself or any member of the Group into disrepute;



 


		(g)	be
                                            convicted or plead guilty to a felony or any crime involving moral turpitude;



 


		(h)	refuse
                                            to carry out any reasonable or lawful order given to him by the Board during the term of
                                            his Agreement or fail to diligently and faithfully attend to his duties hereunder; or



 


		(i)	improperly
                                            divulge to any unauthorised person any Confidential Information or any other business secret
                                            or details of the organisation, business or clientele of the Group.



 




    	 



     


    

 


	5.2.	The
                                            Executive Director may terminate this Agreement by giving to the Company not less than three
                                            (3) months’ prior notice in writing. The Company may terminate this Agreement by giving
                                            to the Executive Director not less than three (3) months’ prior notice in writing or
                                            payment in lieu of notice at any time after the date of this Agreement, in which case, the
                                            Executive Director shall be entitled to severance payments to the extent expressly required
                                            by the applicable law of the jurisdiction where the Executive Director is based.



 


	5.3.	If
                                            the Company becomes entitled pursuant to Clause 5.1 above to terminate the Appointment, it
                                            shall be entitled (but without prejudice to its right subsequently to the termination of
                                            the Appointment on the same or any other ground) to suspend the Appointment of the Executive
                                            Director without payment of the Compensation, in full or in part, to the extent permitted
                                            by law.



 


	5.4.	On
                                            the termination of the Appointment howsoever arising, the Executive Director shall:-



 


		(a)	forthwith
                                            deliver to the Company all Confidential Information, books, records, correspondence, accounts,
                                            documents, papers, materials, credit cards (if any) and other property of or relating to
                                            the business of the Group which may then be in his possession or under his power or control
                                            and all copies thereof or extracts therefrom made by or on behalf of the Executive Director
                                            shall be and remain the property of the Group and shall forthwith be delivered up to the
                                            Company; and



 


		(b)	not
                                            at any time thereafter represent himself to be connected with the Group.



 


	5.5.	The
                                            Appointment of the Executive Director under this Agreement shall terminate automatically
                                            in the event of his ceasing to be an Executive Director of the Company for whatever reason
                                            whether by virtue of a resolution passed by the members of the Company in general meeting
                                            to remove him as an Executive Director or otherwise.



 


	5.6.	Termination
                                            for whatever reason shall not relieve the parties of their obligations arising or accrued
                                            prior to the termination of the Appointment or of obligations which expressly or by necessary
                                            implication continue after termination of the Appointment, including Clauses 5.4 and 6.



 


	5.7.	No
                                            delay or forbearance by the Company in exercising any such right of termination shall constitute
                                            a waiver of that right.



 


	6.	CONFIDENTIALITY



 


	6.1.	The
                                            Executive Director shall not, and shall procure that none of his associates shall, either
                                            during or after the termination or expiry of the Appointment without limit in point of time,
                                            except as required in the performance of his duties in connection with the employment or
                                            pursuant to applicable law:-



 


		(a)	divulge
                                            or communicate to any person except to those of the officials of the Group whose province
                                            is to know the same in the proper course of their duties; or



 




    	 



     


    

 


		(b)	use,
                                            take away, conceal or destroy for his own purpose or for any purpose other than that of the
                                            Group or for the advantage of any person other than the Group or to the detriment of the
                                            Group; or



 


		(c)	through
                                            any failure to exercise all due care and diligence cause any unauthorised disclosure of,



 


any
Confidential Information (including without limitation), relating to the dealings, organisation, business, finance, transactions or any
other affairs of the Group or its suppliers, agents, distributors, clients or customers; or in respect of which any company within the
Group is bound by an obligation of confidence to any third party, but so that these restriction shall cease to apply to any information
or knowledge which may (otherwise than through the default of the Executive Director or his associates) become available to the public
generally or otherwise required by law or any applicable rules or regulations to be disclosed.


 


	6.2.	Since
                                            the Executive Director may obtain in the course of the Appointment by reason of services
                                            rendered for or offices held in any other member of the Group knowledge of the trade secrets
                                            or other Confidential Information of such company, the Executive Director hereby agrees that
                                            he will at the request and cost of the Company or such other member of the Group enter into
                                            a direct agreement or undertaking with such company whereby he will accept restrictions corresponding
                                            to the restrictions herein contained (or such of them as may be appropriate in the circumstances)
                                            in relation to such products and services and such area and for such period as such company
                                            may reasonably require for the protection of its legitimate interest.



 


	6.3.	All
                                            notes, memoranda, records and writings made by the Executive Director in relation to the
                                            financial statements and accounts of the Group, the Business or concerning any of its dealings
                                            or affairs or the dealings of affairs of any clients or customers of the Group shall be and
                                            shall remain the property of the Group and shall be handed over by him to the Company (or
                                            to such other member of the Group as the case may require) from time to time on demand of
                                            the Company and in any event upon his leaving the service of the Company and the Executive
                                            Director shall not retain any copy thereof.



 


	6.4.	The
                                            covenants in each paragraph of Clause 6 are independent of each other and are not to be construed
                                            restrictively by reference to one another.



 


	7.	ANNUAL
                                            LEAVE



 


The
Executive Director shall (in addition to public and statutory holidays and sick leave) be entitled to 15 working days paid annual leave
in each year during the term of this Agreement to be taken at such time or times as the Board may approve.


 


The
Executive Director’s common leave year runs from 1 January to 31 December, and the Executive Director may carry forward no more
than 20% unused paid annual leave of his current entitlement to be taken on or before 31st March of the following common leave year.


 




    	 



     


    

 


	8.	AGREEMENT
                                            OF INDEMNITY



 


The
Company agrees to indemnify the Executive Director as follows:


 


		(a)	Subject
                                            to the exceptions contained in Clause 9(a) below, if the Executive Director was or is a party
                                            or is threatened to be made a party to any Proceeding (other than an action by or in the
                                            right of the Company) by reason of the Executive Director’s Corporate Status, the Executive
                                            Director shall be indemnified by the Company against all expenses and liabilities incurred
                                            or paid by the Executive Director in connection with such Proceeding (referred to herein
                                            as “Indemnifiable Expenses” and “Indemnifiable Liabilities,”
                                            respectively, and collectively as “Indemnifiable Amounts”).



 


		(b)	Subject
                                            to the exceptions contained in Clause 9(b) below, if the Executive Director was or is a party
                                            or is threatened to be made a party to any Proceeding by or in the right of the Company,
                                            to procure a judgment in its favor by reason of the Executive Director’s Corporate
                                            Status, the Executive Director shall be indemnified by the Company against all Indemnifiable
                                            Expenses.



 


		(c)	For
                                            purposes of this Agreement, the Executive Director shall be deemed to have acted in good
                                            faith in conducting the Company’s affairs as an Executive Director of the Company,
                                            if the Executive Director: (i) exercised or used the same degree of diligence, care, and
                                            skill as an ordinarily prudent man would have exercised or used under the circumstances in
                                            the conduct of her own affairs; or (ii) took, or omitted to take, an action in reliance upon
                                            advise of counsels or other professional advisors for the Company, or upon statements made
                                            or information furnished by other directors, officers or employees of the Company, or upon
                                            a financial statement of the Company provided by a person in charge of its accounts or certified
                                            by a public accountant or a firm of public accountants, which the Executive Director had
                                            reasonable grounds to believe to be true.



 


	9.	EXCEPTIONS
                                            TO INDEMNIFICATION



 


Executive
Director shall be entitled to indemnification under Clauses 8(a) and 8(b) above in all circumstances other than the following:


 


		(a)	If
                                            indemnification is requested under Clause 8(a) and it has been adjudicated finally by a court
                                            or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding
                                            out of which the claim for indemnification has arisen, (i) the Executive Director failed
                                            to act in good faith and in a manner the Executive Director reasonably believed to be in
                                            or not opposed to the best interests of the Company, (ii) the Executive Director had reasonable
                                            cause to believe that the Executive Director’s conduct was unlawful, or (iii) the Executive
                                            Director’s conduct constituted willful misconduct, fraud, dishonesty or knowing violation
                                            of law, then the Executive Director shall not be entitled to payment of Indemnifiable Amounts
                                            hereunder.



 


		(b)	If
                                            indemnification is requested under Clause 8(b) and



 




    	 



     


    

 


		(i)	it
                                            has been adjudicated finally by a court or arbitral body of competent jurisdiction that,
                                            in connection with the subject of the Proceeding out of which the claim for indemnification
                                            has arisen, the Executive Director failed to act in good faith and in a manner the Executive
                                            Director reasonably believed to be in or not opposed to the best interests of the Company,
                                            the Executive Director shall not be entitled to payment of Indemnifiable Expenses hereunder;
                                            or



 


		(ii)	it
                                            has been adjudicated finally by a court or arbitral body of competent jurisdiction that the
                                            Executive Director is liable to the Company with respect to any claim, issue or matter involved
                                            in the Proceeding out of which the claim for indemnification has arisen, including, without
                                            limitation, a claim that the Executive Director received an improper benefit or improperly
                                            took advantage of a corporate opportunity, the Executive Director shall not be entitled to
                                            payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.



 


	10.	WHOLLY
                                            OR PARTLY SUCCESSFUL



 


Notwithstanding
any other provision of this Agreement, and without limiting any such provision, to the extent that the Executive Director is, by reason
of the Executive Director’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, the
Executive Director shall be indemnified in connection therewith. If the Executive Director is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify the Executive Director against those Expenses reasonably incurred by the Executive Director or on the Executive
Director’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this clause, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


	11.	ADVANCES
                                            AND INTERIM EXPENSES



 


The
Company may pay to the Executive Director all Indemnifiable Expenses incurred by the Executive Director in connection with any Proceeding,
including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Executive Director
furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable Expenses
advanced to the Executive Director in the event it is finally determined by a court or arbitral body of competent jurisdiction that the
Executive Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.


 




    	 



     


    

 


	12.	PROCEDURE
                                            FOR PAYMENT OF INDEMNIFIABLE AMOUNTS



 


The
Executive Director shall submit to the Company a written request specifying the Indemnifiable Amounts, for which the Executive Director
seeks payment under Clause 8 hereof and the Proceeding of which has been previously notified to the Company and approved by the Company
for indemnification hereunder. At the request of the Company, the Executive Director shall furnish such documentation and information
as are reasonably available to the Executive Director and necessary to establish that the Executive Director is entitled to indemnification
hereunder. The Company shall pay such Indemnifiable Amounts within thirty (30) days of receipt of all required documents.


 


	13.	REMEDIES
                                            OF EXECUTIVE DIRECTOR



 


		(a)	RIGHT
                                            TO PETITION COURT. In the event that the Executive Director makes a request for payment of
                                            Indemnifiable Amounts under Clauses 8, 10-12 above, and the Company fails to make such payment
                                            or advancement in a timely manner pursuant to the terms of this Agreement, the Executive
                                            Director may petition the appropriate judicial authority to enforce the Company’s obligations
                                            under this Agreement.



 


		(b)	BURDEN
                                            OF PROOF. In any judicial proceeding brought under Clause 13(a) above, the Company shall
                                            have the burden of proving that the Executive Director is not entitled to payment of Indemnifiable
                                            Amounts hereunder.



 


		(c)	EXPENSES.
                                            The Company agrees to reimburse the Executive Director in full for any Expenses incurred
                                            by the Executive Director in connection with investigating, preparing for, litigating, defending
                                            or settling any action brought by the Executive Director under Clause 13(a) above, or in
                                            connection with any claim or counterclaim brought by the Company in connection therewith.



 


		(d)	VALIDITY
                                            OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including,
                                            without limitation, an action under Clause 13(a) above, that the provisions of this Agreement
                                            are not valid, binding and enforceable or that there is insufficient consideration for this
                                            Agreement and shall stipulate in court that the Company is bound by all the provisions of
                                            this Agreement.



 


		(e)	FAILURE
                                            TO ACT NOT A DEFENSE. The failure of the Company (including its Board of Directors or any
                                            committee thereof, independent legal counsel, or stockholders) to make a determination concerning
                                            the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable
                                            Expenses under this Agreement shall not be a defense in any action brought under Clause 13(a)
                                            above.



 




    	 



     


    

 


	14.	PROCEEDINGS
                                            AGAINST COMPANY



 


Except
as otherwise provided in this Agreement, the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement
of Indemnifiable Expenses with respect to any Proceeding brought by the Executive Director against the Company, any entity which it controls,
any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause
shall not apply to counterclaims or affirmative defenses asserted by the Executive Director in an action brought against the Executive
Director.


 


	15.	WAIVER



 


	15.1.	Time
                                            is of the essence in this Agreement but no failure or delay on the part of either party to
                                            exercise any power, right or remedy hereunder shall operate as a waiver thereof, nor shall
                                            any single or partial exercise by either party of any power, right or remedy preclude any
                                            other or further exercise thereof or the exercise of any other power, right or remedy by
                                            that party.



 


	15.2.	The
                                            remedies provided herein are cumulative and are not exclusive of any remedies provided by
                                            law.



 


	16.	ENTIRE
                                            AGREEMENT



 


	16.1.	This
                                            Agreement constitutes the entire agreement between the parties hereto in relation to the
                                            subject matter hereof and shall be in substitution for and supersedes all and any previous
                                            service agreements, arrangements or undertakings entered into between any member of the Group
                                            and the Executive Director. Any terms of employment previously in force between any such
                                            member of the Group and the Executive Director, whether or not on a legal or formal basis,
                                            shall be deemed to have been cancelled or terminated with effect from the effective date
                                            of this Agreement.



 


	16.2.	The
                                            Executive Director hereby acknowledges that he has no claim of any kind against any member
                                            of the Group and without prejudice to the generality of the foregoing he further acknowledges
                                            that he has no claim for damages against any member of the Group for the termination of any
                                            previous service agreements, arrangements or undertakings (if any) for the purpose of entering
                                            into this Agreement.



 


	17.	NOTICES



 


	17.1.	All
                                            notices, requests, demands, consents or other communications to or upon the parties under
                                            or pursuant to this Agreement shall be in writing and sent to the relevant party at such
                                            party’s address or facsimile number set out below (or at such other address or facsimile
                                            number as such party may hereafter specify to the other party) and shall be deemed to have
                                            been duly given or made:-



 


		(a)	in
                                            the case of a communication by letter five (5) business days (if overseas) or two (2) business
                                            days (if local) after dispatch or, if such letter is delivered by hand, on the day of delivery;
                                            or



 




    	 



     


    

 


		(b)	in
                                            the case of a communication by facsimile, when sent provided that the transmission is confirmed
                                            by a transmission report.



 


The
Company:


 


	 	Address:	1705
    – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, Kuala Lumpur, Malaysia, 58100
	 	Facsimile
    no.:	+(60)
    192230099


 


The
Executive Director:


 


	 	Address:	 
	 	Facsimile
    no.:	 


 


	18.	ASSIGNMENT



 


This
Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and assigns and personal representatives
(as the case may be), provided always that the Executive Director may not assign his obligations and liabilities under this Agreement.


 


	19.	RELATIONSHIP



 


None
of the provisions of this Agreement shall be deemed to constitute a partnership or joint venture between the parties for any purpose.


 


	20.	AMENDMENT



 


This
Agreement may not be amended, supplemented or modified except by a written agreement or instrument signed by or on behalf of the parties
hereto.


 


	21.	SEVERABILITY



 


Any
provision of this Agreement which is prohibited by or unlawful or unenforceable under any applicable law actually applied by any court
of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as
is possible without modifying the remaining provisions of this Agreement. Where, however, the provisions of any such applicable law may
be waived, they are hereby waived by the parties to the full extent permitted by such law to the end that this Agreement shall be a valid
and binding agreement enforceable in accordance with its terms.


 


	22.	LAW
                                            AND JURISDICTION



 


This
Agreement shall be governed by and construed and enforced under the state laws of New York.


 


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reminder of this page is internationally left blank]


 




    	 



     


    

 


IN
WITNESS whereof this Agreement has been executed the day and year first above written.


 


The
Company


 


	SIGNED
    by HOW KOK CHOONG	 	)	/s/
    How Kok Choong
	for
    and on behalf of	 	)	 
	AGAPE
    ATP CORPORATION	 	)	 
	 	 	)	 
	in
    the presence of:-	 	)	 


 


The
Executive Director


 


	SIGNED
    by 	 	)
    	/s/
    Mohd Shaharuddin Bin Abdullah
	MOHD
    SHAHARUDDIN BIN ABDULLAH	 	)	 
	 	 	)	 
	in
    the presence of:-	 	)