exhibit10_1.htm


    THE DAY
OF 08 JAN 2009

    


    


    


    BETWEEN

    


    


    TS
MATRIX PROPERTIES SDN BHD

    (Company
No.: 639889-U)

    ("The
Vendor")

    


    


    AND

    


    


    TIRIOTECH
(MALAYSIA) SDN. BHD.

    (Company
No.: 105390-V)

    (The
Purchaser")

    


    


    


    SALE
AND PURCHASE AGREEMENT

    


    


    


    LEONG
YENG KIT & Co.

    Advocates
& Solicitors

    


    30-1,
Jalan11/116B

    Kuchai
EntrepreneursPark

    Off Jalan
Kuchai Lama

    58200
Kuala Lumpur

    Malaysia

    


    Tel:
+603-79811180 +603-79811655

    Fax:
+603-79811343

    Email:
yengkit@yahoo.com


    
      
         


      

      
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    THIS SALE
AND PURCHASE AGREEMENT is made the day of 0 8 JAN 2009.

    


    BETWEEN

    


    
      	
              1.  

            	
              TS
      MATRIX PROPERTIES SDN BHD (Company No.: 639889-U)a company registered in
      Malaysia with its registered and business address at Lot 24, Jalan Usaha
      8, Air Keroh Industrial Estate,75450 Melaka (hereinafter referred to as
      lithe Vendor") of the one part;

            


    

    


    AND

    


    
      	
              2.  

            	
              TRIO-TECH(MALAYSIA)
      SDN. BHD.(Company No.: 105390-V) a company registered in Malaysia with its
      registered office and business office at Plot 1A, Phase 1, Bayan Lepas,
      Free Trade Zone Pulau Pinang, 11900 Pulau Pinang (hereinafter referred to
      as "the Purchaser") of the other
part;

            


    

    


    


    WHEREAS:-

    


    
      	
              A.  

            	
              The
      Vendor is the registered and beneficial owner of all that property held
      under Pajakan Mukim No. Hakmili~; 33, Lot No. 52540, Tempat Sg. Way /
      Subang, Mukim of Damansara, District of Petaling and in the State of
      Selangor Darul Ehsan measuring approximately 3671 square metres
      (hereinafter referred to as "Lot 52540")and H.S.(D) 108103, PT 6, Banda of
      Petaling Jaya, District of Petaling and in the State of Selangor Darul
      Ehsan measuring approximately 3641 square metres (hereinafter referred to
      as "PT 6") both bearing postal address as Lot 11A,Jalan SS 8/2, Sg. Way
      Industrial Zone, 47300 Petaling Jaya, Selangor Darul Ehsan (hereinafter
      referred to as "the Property").

            


    

    


    
      	
              B.  

            	
              The
      Property is presently free from Encumbrances (as defined
      herein).

            


    

    


    
      	
              C.  

            	
              The
      Property is subjected to a restriction in interest in that the same cannot
      be sale, leased, charged or transformed save with the consent from the
      State Authority (hereinafter referred to as "State's
      Consent").

            


    

    


    
      	
              D.  

            	
              Both
      the Vendor and the Purchaser are non-resident controlled
      companies.

            


    

    


    
      	
              E.  

            	
              The
      Vendor has obtained the unconditional approval of the FIC (as defined
      herein) for the purchase of the
Property.

            


    

    


    
      	
              F.  

            	
              A
      copy of the Certificate of Fitness has been forwarded to the relevant
      local authority to enable them to certificate, the same as a true copy as
      the Vendor is unable to locate the original
  copy.

            


    

    


    
      	
              G.  

            	
              The
      Purchaser has applied for and obtained a manufacturing licencse issued by
      the Malaysia Industrial Development Authority("MIDA")of the Ministry of
      International Trade ("MIDA") and as such is not required to seek FIC's
      approval as stated in Section 9.8 of the Guidelines on the Acquisition of
      Properties by Local and Foreign Interests issued by the
    FIC.

            


    

    


    
      	
              H.  

            	
              The
      Vendor has agreed to sell and the Purchaser has agreed to purchase all the
      Property free from encumbrances at the price and upon the terms and
      conditions hereinafter appearing.

            


    

    


    
      	
              I.  

            	
              The
      Vendor is represented by Messrs Leong Yeng Kit & Co., Advocates &
      Solicitors of 30-1 , Jalan 11/1168, Kuchai Entrepreneurs Park, Off Jalan
      Kuchai Lama, 58200 Kuala Lumpur (hereinafter referred to as "the Vendor's
      Solicitors") whilst the Purchaser is represented by Messrs. Wong Lu Peen
      &Tunku Alina, Advocates & Solicitors of No. 21-6, Block B, The
      Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur
      (hereinafter referred to as ''the Purchaser's
  Solicitors").

            


    

    



    
      
         


      

      
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    NOW THIS AGREEMENT WITNESSETH
as follows:-

    


    
      	
              1.  

            	
              DEFINITIONS
      AND IINTERPRETATIONS

            


    

    


    
      	
              1.1  

            	
              Definitions

            


    

    


    In this
Agreement, where the context so admits, the following expressions shall have and
bear the respective meanings assigned to them hereunder:-

    


    "Assets" means whatever is in
the Property on an as is where is basis;

    


    "Balance Purchase Price" means
the sum of Ringgit Malaysia Eleven Million Two Hundred Five Thousand
(RM11,205,000-00) only;

    


    "Buildings" means the single
storey detached factory block with an annexed double storey factory block and a
three storey factory cum office block constructed on the SaidLandand includes
any extensions and additions subsequently

    made
thereto together with all foundation, basement and other works carried thereon,
roads, gardens, pavements, carparks, and oil installations and facilities found
on the Property;

    


    "Certificate of Fitness" means
a certified true copy of the certificate of fitness of occupation for the
Buildings as  issued by the relevant authority;

    


    "Completion Date" means the
final date for payment in full of the Balance Purchase Price which shall include
any extension of time as may be provided under this Agreement or otherwise
granted by the Vendor in writing;

    


    "Consent Letters" means the
original and duly certified copy by the Land Registry of letter issued by the
State  Authority granting the State's Consent referred to in Clause
7.1.4 hereof;

    


    "Deposit" means the sum of
Ringgit Malaysia One Million Two Hundred Forty Five Thousand (RM1,245,000-00)
only;

    


    "Encumbrances" means any
mortgage, pledge, lien, charge (whether fixed or floating) or assignment but
shall not include any caveat lodged by the Purchaser or any person claiming
under the Purchaser;

    


    "FIC" means the Foreign
Investment Committee of the Prime Minister's Department;

    


    "Financier" means the bank or
financial institution who has agreed to grant a Loan to the Purchaser to part
finance the purchase of the Property;


    
      
         


      

      
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    "Loan" means the loan granted
by the Financier to the Purchaser to part finance the purchase of the
Property;

    


    "Lot 52540" means the land
held under Pajakan Mukim No. Hakmilik 33, Lot No. 52540, Tempat Sg. Way /
Subang, Mukim of Damansara, District of Petaling and in the State of Selangor
Darul Ehsan measuring approximately 3671 square metres;

    


    "Memoranda of Transfer" means
a valid, executed and registrable (save for stamp duty payable by the Purchaser
thereon) memoranda of transfer in the form as prescribed by the Land Code in
respect of each Lot 52540 and another in respect of PT 6 together with the
corresponding stamping proforma, duly executed by the Vendor in favour of the
Purchaser; and for the purposes of adjudication of stamp duty the purchase price
of the Property shall be allocated as follows: Lot 52540 PT6 RM6,250,000.00
only; RM6,200,000.00 only;

    


    "MITI" means the Ministry of
International Trade of the government of Malaysia;

    


    "MIDA" means the Malaysia
Industrial Development Authority of MITI;

    


    "MIDA's Acknowledgement" means
the acceptance and acknowledgement of MIDA of the Purchaser's acquisition of the
Property;

    


    "month" means the period
ending on the same date as it commences on the previous month but if there is no
corresponding date in the following month then the period shall expire on the
last day of that month;

    


    "Property" means all that
property held under both Lot No. 52540 and PT 6, both bearing postal address Lot
11A, Jalan SS 8/2, Sg. Way Industrial Zone, 47300 Petaling Jaya, Selangor Darul
Ehsan;

    


    "PT 6" means the lands held
under H.S. (D) 108103, PT 6, Sandar of Petaling Jaya, District of Petaling and
in the

    State of
Selangor Darul Ehsan measuring approximately 3641 square metres;

    


    "Purchase Price" means the sum
of Ringgit Malaysia Twelve Million Four Hundred Fifty Thousand (RM12,450,000-00)
only; means TRIO-TECH(MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company
registered in Malaysia with its registered and business office at Plot 1A, Phase
1,Sayan Lepas, Free Trade Zone Pulau Pinang, 11900 Pulau Pinang and shall
include their representatives and successors-in-title;

    


    "Purchaser" means
TRIO-TECH(MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company registered
in  Malaysia with its registered and business office at Plot 1A, Phase
1,Sayan Lepas, Free Trade Zone Pulau Pinang, 11900 Pulau Pinang and shall
include their representatives and successors-in-title;


    
      
         


      

      
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    "Purchaser's Solicitors" means
Messrs Wong Lu Peen & Tunku Alina, Advocates & Solicitors of No. 21-6,
Block B, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur;

    


    "Ringgit Malaysia II~M" means
the legal currency of Malaysia;

    


    "Tenancy Refund" means the
refund of all deposits for the rental utilities and apportioned rental made up
of the following:-

    


    (a) three
months rental deposit of RM87,003.00;

    (b) water
deposit of RM2,700.00;

    (c)
utilities deposit of RM136,000.00

    (d) any
overpaid rental apportioned on a daily basis with effect from the Completion
Date;

    


    "Title(s)" means the original
issue document of title of either Lot 52540 or PT 6 including any titles issued
in substitution thereof;

    


    "Vendor" means TS MATRIX
PROPERTIESSDN BHD(Company No.: 639889-U) a company registered and business
address at Lot 24, Jalan Usaha 8, Air Keroh Industrial Estate, 75450 Melaka and
shall include. Their representatives and successors-in-title;

    


    "Vendor's Solicitors," means
Messrs Leong Yeng Kit & Co., Advocates & Solicitors of 30-1, Jalan
11/116B, Kuchai Entrepreneurs Park, Off Jalan Kuchai Lama, 58200 Kuala
Lumpur.

    


    1..2
INTERPRETATIONS

    


    1.2.1
Words importing the masculine gender shall be deemed to include the feminine and
neuter genders and words importing the singular number shall include the plural
and vice versa.

    


    1.2.2
Words applicable to 1atural persons shall include any body of persons corporate
or unincorporate.

    


    1.2.3 Any
reference to statutes and rules made thereunder shall, except where the context
otherwise requires be construed as references to those provisions as
respectively amended or re-enacted from time to time.

     

    1.2.4 The
headings herein are inserted for convenience only and shall not form part of
this Agreement.


    
      	
                

            	
            


    


    
      
         


      

      
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    2. AGREEMENT FOR
SALE

    


    2.1  In
consideration of the deposit sum of Ringgit Malaysia One Million Two Hundred
Forty Five Thousand  RM1,:245,000-00)only (herein after referred to as
''the Deposit') now paid by the Purchaser to the Vendor as the deposit and
towards account of the Purchase Price (the receipt of which the Vendor hereby
expressly acknowledges), the Vendor hereby agree to sell and the Purchaser
hereby agrees to purchase the Property free from all
encumbrances but 5ubjectto all conditions of title whether express or implied,
and the category of land use contained in the issue document of title to the
Property at the purchase price of F:inggit Malaysia Twelve Million Four Hundred
Fifty Thousand (RM12,450,000-00) only (hereinafter referred to as "the Purchase
Price") subject to the terms and conditions hereinafter contained.

    


    3. PAYMENT OF BALANCE PURCHASE PRICE

    


    3.1
Subject to Clause 3 herein below, the balance purchase price of the sum of
Ringgit Malaysia Eleven Million Two Hundred Five Thousand (RM11,205,000-00) only
(hereinafter referred 10as "the Balance Purchase Price") shall be paid by the
Purchaser to the Vendor's Solicitors as stakeholders within three (3) months
from the date of this Agreement
or within three (3) months from the date of the fulfillment of the last of the
conditions precedent stated in Clause 7.1, whichever shall be the later
(hereinafter referred to as the Completion Period") failing which, the Vendor
shall grant to the Purchaser an extension of thirty (30) days within which to
pay the same or such outstanding part thereof (hereinafter referred to as "the
Extended Completion Period") Provided that the Purchaser shall pay interest on
the Balance Purchase Price or such outstanding part them of at the rate of ten
per centum (10%) per annum on a daily basis from the commencement of the
extended period aforesaid until full settlement.  The final date for
payment in full of the Purchase Price shall hereinafter be referred to as "the
Completion Date"  which expression shall include any extension granted
pursuant to this Agreement or otherwi5egranted by the Vendor in writing. If the
Completion Date falls on a Sunday or a public holiday completion shall take
place on such other day as may be agreed by the parties or in default of such
agreement on the day other than a Sunday or public holiday next following the
Completion Date.

    


    3.2
Notwithstanding Clause 3.1 the parties hereto hereby agrees that the following
delay shall be excluded in the computation of the Completion Period or the
Extended Completion Period as the case may be:-

    


    3.2.1 the
number of days exceeding fourteen (14) days taken by the Vendor from the date of
request from the Purchaser's Financiers Solicitors in delivering to the
Purchaser's Financiers or its solicitors the Vendor's undertaking and the
redemption statement and letter of undertaking from the chargee (if
any);

    


    3.2.2 the
number of days exceeding fourteen (14) days taken by any chargee (if any) to
release the re evant issue document of title, duplicate charge and discharge of
charge (or any discharge documents where applicable), from the date of receipt
of the Redemption Sum;

    


    3.2.3 the
number of days exceeding fourteen (14) days taken by the Vendor to provide the
undertaking referred to in Clause 8.3 hereof. 

      
        	
                 

              


        3.3
All payments to the Vendor's Solicitor shall be deemed to be payment
received by the Vendor.

      

    

    

      
        
           


        

        
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    4.
DELIVERY OF DOCUMENTS

    


    4.1 The
Vendor shall simultaneously with the execution of this Agreement deliver to the
Purchaser's Solicitor as stakeholders the following:

    


    4.1.1
copies of the quit rent and assessment receipts for such payments made in
respect of the Property for the current year provided always that the Vendor
will deposit the latest January-July2009assessment receipt upon payment
thereof;

    


    4.1.2 the
Vendor's certificate of incorporation and memorandum and articles of
association;

    


    4.1.3 the
Vendor's latest forms 24 and form 49;

    


    4.1.4 the
Vendor's board of directors' and shareholders resolution approving the disposal
of the Sale Property and authorising the execution, delivery and performance of
this Agreement and the affixation of the common seal of the Vendor
(in accordance with the Vendor's memorandum and articles of association) on the
MOT and all other relevant documents in respect of the sale and transfer of the
Property to the Purchaser; and

    


    4.1.5
such other documents as are necessary to facilitate the registration of the
Memoranda of Transfer in favour of the Purchaser free from
encumbrances.

    


    4.2 The
Vendor shall simultaneously with the execution of this Agreement deliver to the
Vendor's Solicitors as stakeholders the issue documents of title to the Property
to be dealt with in accordance with Clause 8.2 or Clause 13 below.

    


    5. EXECUTION OF ME.MORANDAOF
TRANSFER

    


    5.1
Immediately upon the execution of this Agreement, the Vendor shall execute the
Memoranda of Transfer of the Property in favour of the Purchaser free from all
Encumbrances but subject to the conditions express or implied in the document tf
title in favour of the Purchaser.

    


    5.2 The
Purchaser's Solicitors are hereby authorized to deal with the Memoranda of
Transfer in the following manner:-

    


    5.2.1
upon receipt thereof to present the Memoranda of Transfer to the stamp office
for adjudication purposes only; and

    


    5.2.2
thereafter to present the Memoranda of Transfer for each Lot 52540 and PT6 at
the different land registries for registration upon the full settlement of the
Balance Purchase Price and all interest accrued thereon (if any) unless the
provisions of Clause 6 and 8 shall apply; or

    


    5.2.3 if
the provisions in Clause 6 and 8 applies and provided that the difference
between the Balance Purchase Price and the Loan, if any, has been paid to the
Vendor's Solicitors as stakeholders, the Purchaser's Solicitors are authorised
to forward the duly adjudicated and stamped Memoranda of Transfer to the
Purchaser's Financiers or its solicitors to present the same together with the
Discharge Documents(if any).

    


    5.3 The
parties hereto sl1all take all steps and execute and/or cause to be executed all
documents as may  necessary to enable the Memoranda of Transfer to be
adjudicated by the relevant authority for the purposes of determining the proper
stamp duty payable on the conveyance 01the Property.


    
      
         


      

      
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    6. REDEMPTION AND REMOVAL OF
ENCUMBRANCES

    


    6.1
Subject to Clause 6; herein below, the Vendor shall at the Vendor's own cost and
expense cause all encumbrances against the Property (if any) to be removed on or
before the Completion Date.

    


    6.2 The
Purchaser's Solicitors and/or the Financier shall from out of the Balance
Purchase Price or the Loan as the case may be, pay to any encumbrancer
(hereinafter referred to as "the Chargee") , a sum sufficient for redeeming the
Property(hereinafter referred to as "the Redemption Sum") to the Chargee to
redeem the Property and to procure the

    discharge
of charge!, duplicate charge, document of title and all other documents
ancillary thereto (herein after referred to as "the Discharge Documents"). The
Redemption Sum paid and advances to the Chargee shall be deemed to have been
advanced to the Vendor to the account of the Purchase Price and any receipt or
acknowledgement issued by the Chargee shall be a sufficient discharge to the
Purchaser.

    


    6.3 In
the event the Redemption Sum exceeds the Balance Purchase Price, the Vendor
shall upon a request from the Purchaser's Solicitors or the solicitors for the
financier as the case may be, pay the deficient amount to the Chargee within
seven (7) days from the date thereof.

    


    6.4 The
Vendor hereby agrees and covenants that the Vendor shall within fourteen (14)
days from the date of a request by the Purchaser's Solicitors or the solicitors
for the financier, as the case may be, cause to be obtained and forwarded to the
Purchaser's Solicitors or the solicitors for the financier, as the case may be a
redemption statement cum undertaking from the Chargee favouring, in the event
the Purchaser shall have obtained a loan, the Financier or otherwise the
Purchaser, to forward to the Purchaser's Solicitors or the solicitors for tt' e
financier, as the case may be, the Discharge Documents upon receipt of the
Redemption Sum and a further undertaking to refund the Redemption Sum in the
event the discharge of charge cannot be registered for any reason
whatsoever.

    


    7. CONDITIONAL
AGREEMENT

    


    7.1 It is
hereby expressly agreed between the parties hereto that this Agreement and the
sale and purchase hereunder is subject to and conditional upon the following
conditions ("Conditions Precedents"):-

    


    7.1.1 the
procurement by the Vendor, at the Vendor's own cost and expense, of a certified
true copy of the certificate of Fitness by the relevant local
authority;

    


    7.1.2 the
Vendor informing the FIC in writing of the disposal of the Property in favour of
the Purchaser (if applicable);

    


    7.1.3 the
procurement  of MIDA's Acknowledgment~ and

    


    7.1.4 the
procurement by the Vendor, at the Vendor's own cost and expense, of the State's
Consent.


    
      
         


      

      
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    7.2 The
Purchaser hereby agrees and covenants to notify MIDA of the Purchaser's
acquisition and to obtain MIDA's Acknowledgment as soon as possible within
fourteen (14) days from the date hereof or from the date of receipt of the
Vendor's information and documents referred to Clause 7.3 whichever shall be the
later.

    


    7.3 The
Vendor hereby agrees and covenants to supply to the Purchaser, upon written
request by the Purchaser, all information and documents that may be reasonably
required in relation to 'the procurement of
MIDA's  acknowledgment.

    


    7.4 The
Vendor hereby agrees and covenants within fourteen (14)days from the date of
this Agreement or within fourteen (14) days from the date of receipt of the
Purchaser's information and documents whichever shall be later:-

    


    7.4.1 to
obtain a certified true copy of the Certificate of Fitness from the relevant
local authority

    


    7.4.2
inform FIC in writing of the disposal of the Property in favour of the
Purchaser;

    


    7.4.3
submit the application for the State Consent and shall deliver a certified copy
of the Consent letters to the Purchaser's Solicitors within three(3) business
days of the receipt 0'1the same.

    


    Provided
always the Purchaser hereby agrees and covenants to supply to the Vendor, upon
written request by the Vendor, all information and documents that may be
reasonably required In relation to the applications for the State's
Consent.

    


    7.5 In
the event the Purchaser is unable to obtain MIDA's acknowledgment within three
(3) months from the date of this Agreement or such other extended period as may
be granted by the Vender, or the Vendor is unable to obtain the State's Consent
within six (6) months from the date of this Agreement with an automatic
extension of three (3) months or such other extended period as may be granted by
the Purchaser or in the event the Vendor is unable to obtain a certified true
copy of the Certificate of Fitness for the Property within seven (7) days of
receipt of MIDA's acknowledgment and the State Authority's Co1sent (provided
always that the Purchaser shall in its sole and absolute discretion be entitled
to waive the requirement of a Certificate of Fitness to the extent permitted
by  law) then either party shall be at liberty to terminate this
Agreement by notice in writing to the Vendor whereupon the Vendor shall within
seven (7) days of the said notice of termination refund all monies (if any) paid
by the Purchaser pursuant to the terms of this Agreement free of interest and
thereafter this Agreement shall be terminated and be 01no further force and
effect (save for the parties' rights and remedies in respect of any antecedent
breaches of this Agreement).


    
      
         


      

      
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    8. PURCHASER'S LOAN

    


    8.1 If
the Purchaser is applying for the Loan, the Purchaser's Solicitors are hereby
authorised by the parties hereto to release the Memoranda of Transfer and all
other relevant documents to the solicitors for the financier for
the  purposes of securing the release of the Loan PROVIDED ALWAYS that if the
Loan is insufficient to cover the Balance Purchase Price, the Purchaser shall
have paid the difference thereof (hereinafter referenced to as lithe
Differential Sum") to the Vendor's Solicitors as stakeholders AND the Vendor's Solicitors
shall have received a letter of undertaking from the Financier to release the
Loan to the Vendor upon presentation of the Memoranda of Transfer in favour of
the Purchaser and the Charge in its favour.

    


    8.2 Upon
receipt by the Vendor's Solicitors of the Differential Sum and the letter of
undertaking from the Financier to release the Loan Sum to the Vendor upon
presentation of the Memoranda 01'Transfer in favour of the Purchaser and the
Charge in its favour, the Vendor's Solicitors are hereby authorized by the
parties hereto to release the Title(s), Consent Letters (if rot already given),
quit rent and latest assessment receipts and all other relevant documents to the
solicitors for the financier for the purposes of securing the release of the
Loan.

    


    8.3 If so
required by the Financier, the Vendor will within fourteen (14) days from the
request of the solicitors for the financier or the Purchaser's Solicitors as the
case may be, cause to be forwarded to the solicitors for the financier or the
Purchaser's Solicitors, a letter of undertaking in favour of the Financier to
refund the Loan in the event that anyone of the Memoranda of Transfer cannot be
registered thereby resulting in the non-registration of

    the
Financier's charge.

    


    9. PARTIES' DEFAULT

    


    9.1
Provided that the Conditions Precedent shall have been satisfied and or
fulfilled, if the Vendor has fulfilled all the Vendor's obligations under this
Agreement and if the Purchaser fails to pay the Balance Purchase Price together
with interest, if any, in accordance with the terms of this Agreement, the
Deposit paid shall be absolutely forfeited to the Vendor and all payments made
in excess of the Deposit shall be refunded or cause to be refunded to the
purchaser free of interest within seven (7) days from the date of such
forfeiture in exchange for the return of the Memoranda of Transfer, provided
that the Memoranda of Transfer is not required by the Purchaser for the purpose
of cancellation of stamp duty already paid, in which event the Purchaser will
return, the Titles and all other documents forwarded to the Purchaser or the
Purchaser's Solicitors and the withdrawal (of the private caveat(s) lodged by
the Purchaser and the Financier failing which the Vendor shall pay the Purchaser
interest at the rate of ten per centum (10%) per annum 01'1a daily basis on the
amount outstanding until actual payment. Where vacant poss'3ssion has been
delivered the Purchaser shall restore vacant possession to the Vondor for the
portions of the Building where the Purchaser is not currently tenanting from the
Vendor. Thereafter this Agreement shall be terminated and neither party shall
have any further claims against the other and the Vendor shall be entitled to
resell the Property without notice to the Purchaser in such manner as the Vendor
shall deem fit without having to account to the Purchaser for any profit made on
such resale.


    
      
         


      

      
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    9.2
Provided that the Conditions Precedent shall have been satisfied and or
fulfilled, if the Purchaser is able and willing to fulfill the Purchaser's
obligations under this Agreement and if the Vendor shall fail to complete the
sale of the Property, the Purchaser shall be entitled at its option either to
take such action to enforce this Agreement by specific performance or to
terminate this Agreement by giving a notice in writing to the Vendor and to
request the Vendor to refund within seven (7) days all monies paid by the
Purchaser under the provisions of this Agreement free of interest and costs
together with liquidated damages of ten percent (10%) of the Purchase Price, in
exchange for the return of the Memoranda of Transfer, provided that the
Memoranda of Transfer is not required by the Purchaser for the purpose of
cancellation of stamp duty already paid, in which event the Purchaser will
return, the Titles with the interest of the Vendor intact and all other
documents "forwarded to the Purchaser or the Purchaser's Solicitors and the
withdrawal of the private caveat(s) lodged by the Purchaser and the Financier
and thereafter this Agreement shall be treated as terminated without prejudice
to the Purchaser's rights to claim for losses, damages, expenses and costs
incurred or suffered by the Purchaser as a result of such
termination.

    


    10.
RELEASE OF THE EIALANCE PURCHASE PRICE

    


    10.1
Subject to Clauses 11 and 12, the Balance Purchase Price less the Tenancy Refund
to be made to the Purchaser and all lawful deductions or payments, shall be
released or paid by the Vendor's Solicitors to the Vendor (provided the Tenancy
Refund shall have been made) upon the expiry of fourteen (14) days from the
presentation of later of the Memoranda of Transfer for Lot 52540 and PT6 and the
relevant documents for registration and after the delivery of vacant possession
of the Property to the Purchaser.

    


    11. INSPECTION AND
C'ONDITION

    


    11.1 The
Purchaser hereby confirms and declares that the Purchaser has inspected the
Property and is satisfied with the condition state nature and character of the
same and the Vendor hereby covenants with the Purchaser that the Property shall
be in and of the same condition state nature and character (fair wear and tear
excepted) at the date of

    delivery
of vacant possession as it is at the date of this Agreement.

    


    12.
OUTGOINGS

    


    12.1 The
Vendor hereby warrants that all quit rent assessments and other outgoing
including telephone, water and electricity bills (if any) with respect to the
Property has been or shall be paid and discharged by the Vendor up to and
including the date of release of the Balance Purchase Price or the remainder
thereof to the Vendor. Such quit rent assessments and outgoing shall be
apportioned on the date of delivery of vacant possession and all moneys due from
one party to the other shall be paid on the date of payment of the Balance
Purchase Price.

    


    13.
VACANT POSSESS ION

    


    13.1
Simultaneously with tile receipt by the Vendor's Solicitors of the Balance
Purchase Price and late payment interest, if any, in accordance with the
provisions of this Agreement, the Vendor shall deliver or caused to be delivered
to the Purchaser's Solicitors

    


    13.1.1
the Titles and Consent Letters (if not already given) free from all Encumbrances
whatsoever (where the Purchaser has not taken the Loan) together with the
original quit rent and latest assessment receipts; and

    


    13.1.2
vacant possession of those parts of the Buildings not included in the Tenancy
and the Tenancy shall de deemed to have been terminated.


    
      
         


      

      
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    14.
GOVERNMENT ACQUISITION

    


    14.1 The
Vendor hereby warrants and represents to the Purchaser that as at the date
hereof the Vendor has no knowledge of any intended acquisition of the Property
or any part thereof nor has any mason to believe that the Property or any part
thereof is subject to acquisition by any go vernmental statutory urban or
municipal authority or that any advertisement in the Government Gazette of such
intention has been published to either Section 4 or Section 13of the Land
Acquisition Act, 1960.

    


    14.2
Notwithstanding the "warranty or representation of the Vendor above, if the
Property or any part thereof is subject to intended acquisition whether by
notification or by publication in the gazette or where the prior to or after the
date of this Agreement but before the Completion Date, the Vendor shall
immediately give notice to the Purchaser of such notification or publication,
whereupon the Purchaser shall be entitled by notice to elect either to terminate
this) Agreement or to complete the purchase of the Property.

    


    14.3 In
the event the Purchaser elects to terminate the sale and purchase herein, the
Vendor shall forthwith refund to the Purchaser all monies paid by the Purchaser
free of interest upon receipt of the Purchaser's notice and thereafter this
Agreement shall be at an end and be of no further force and effect.

    


    14.4 In
the event the Purchaser elects to complete the purchase of the Property the
Purchaser shall, subject to the Purchaser's performance Qf all the Purchaser's
obligations herein the Agreement contained, be entitled to all compensation
payable. The Vendor shall notify the relevant authority of the Purchaser's
interest in the Property and the terms of this Agreement and shall do all acts
and things as the Purchaser may reasonably require at the cost of the Purchaser
for the purpose of obtaining the best compensation.

    


    15. PRIVATE CAVEAT

    


    15.1 The
Purchaser and the Financier shall be entitled at their own cost and expense to
lodge with the Land Regis! )'/Office a private caveat in respect of the Property
Provided always that in the event of this Agreement being lawfully terminated
pursuant to the terms hereof, the Purchaser shall forthwith cause such caveat(s)
to be removed at the Purchaser's own cost and expense.

    


    16. NON-REGISTRATION OF MEMORANDAOF
TRANSFER

    


    16.1 If
any of the Memoranda of Transfer for either for Lot 52540 or PT6 cannot be
registered, (save for reasons attributable to the parties hereto in which event
clause 9 shall apply mutatis muntandis), this Agreement is deemed to have been
terminated and upon such termination the Vendor shall in exchange for the return
of the Memoranda of

    Transfer,
provided that the Memoranda of Transfer is not required by the Purchaser for the
purpose of cancellation of stamp duty already paid in which event the Purchaser
will return, the Titles (v:ith the interest of the Vendor intact in respect of
the Title which cannot be transferred) and all other documents forwarded to the
Purchaser or the Purchaser's Solicitors and the withdrawal of the private
caveat(s) lodged by the Purchaser and the Financier, refund or cause to be
refunded to the Purchaser all monies paid free of interest and provided further
that where one of Lot 52540 and PT6 shall be registered but not the other the
Purchaser will re-transfer the registered for Lot 52540 or PT6 (whichever shall
be applicable) to the Vendor at the Vendor's cost and expense. PROVIDED ALWAYS
that the non-registration of the Memoranda of Transfer is caused by the
Purchaser, the Purchaser shall re-transfer the registered for Lot 52540 or PT6
(whichever shall be :lpplicable) to the Vendor at the Purchaser's cost and
expense.


    
      
         


      

      
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    17. VENDOR'S
REPRESENTATIONS

    


    17.1 The
Vendor hereby covenants undertakes warrants and represents to and with the
Purchaser (and it is 11erebyacknowledged that the Purchaser has agreed to enter
into this Agreement on the basis of and in full reliance upon the following
covenants undertakings warranties and representations):-

    


    17.1.1
that the Vendor is the registered and beneficial owner of the Property and have
full power and authority to sell the same;

    


    17.1.2
that tile Property is free from all Encumbrances save for those made know herein
and no impediment exists which would impede affect or obstruct the registration
of the Memoranda of Transfer from the Vendor to the Purchaser;

    


    17.1.3
that all express and implied conditions of title affecting the Property have
been Fully complied with;

    


    17.1.4
that there is no pending legal proceedings and/or claims against the Vendor
which may affect in any way the Vendor's title to or the Vendor's rights to
dispose the Property;

    


    17.1.5
that the Vendor is not a wound up company nor is aware of any winding up
petition instituted against, or resolutions passed for the winding up of, the
Vendor;

    


    17.1.6
that the Vendor has the absolute and unfettered right to enter into this
Agrel3ment and to transfer the Property to the Purchaser upon the terms of
thi:3Agreement, and it has not contravened and will not contravene
any

    laws
:Malaysia or its Memoranda and Articles of Association by entering into and
performing this Agreement;

    


    17.1.7
that the Vendor has not entered into any management agreement with a third party
in respect of the management of the Property;

    


    17.1.8
that the statements set out in the recitals to this Agreement are true and
accurate in all respects;

    


    17.1.9
that the Vendor is selling the Property to the Purchaser on an as is where is
ba:;is;

    


    17.1.10
save as has been disclosed, the Vendor is not engaged in any litigation,
arbitration or regulatory proceedings or prosecution for any criminal offenses,
whether pending or threatened, which relate to the Property and
Assets;.

    


    17.1.11
all quit rents, rates, assessments and other lawful outgoings due to the
relevant authorities in respect of the Property as at the date of this Agreement
have been fully paid and up to and including the date of payment of the full
Purchase Price shall be fully paid by the Vendor and the V'3ndor shall not at
any time hereafter up to and including the date of payment of the full Purchase
Price do or suffer to be done or commit any act, matter or thing in or in
respect of the Property which may render the Property or any part thereof liable
to forfeiture or attachment or which shall Contravene the provisions of
any  existing legislation up to the date of payment of the full
Purchase Price;


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    17.1.12
the Vendor has insured and will continue to insure the Property and Assets sup
to the date of completion and not thereafter; and

    


    17.1.13
there are no outstanding notices which would adversely affect the Vendor's
interest in the Property or Assets or any part thereof that have been served
upon the Vendor in respect of the Property and Assets and that a I fines
penalties levies and impositions of any nature whatsoever in respect of the
Property and Assets have been fully paid and settled.

    


    17.2 The
Vendor hereby E:.xpresslyagrees and acknowledges that the Purchaser is entering
into this Agreement and agreeing to purchase the Property in reliance upon the
covenants, undertakings, representations, declaration set forth and herein
contained and the Purchaser may treat the same as conditions of this Agreement
and that none of the said covenants, undertakings, declarations, representations
shall be deemed in any way modified or discharged  by the completion
of this sale and purchase transaction.

    


    17.3 The
parties hereto further hereby agree that the truth and correctness on all
matters stated in the covenants, undertakings, representations, declarations
hereinabove contained are accurate this Agreement and shall form the basis of
the Vendor's and the Purchaser's agreement to the sale and purchase of the
Property.

    


    17.4 Each
representation and warranty shall survive the execution of this Agreement and
shall be deemed to have b'3en reiterated as at the date of payment of the full
Purchase Price.

    


    18. RESCISSION

    


    18.1 If
the warranties covenants undertakings or representations made by the Vendor in
Clause 17 or any of them are or is incorrect in any respect the Purchaser shall
inform the Vendor who shall be given an opportunity to rectify or correct the
same failing which (without prejudice to any claim for damages which the
Purchaser may have against the Vendor) the Purchaser may by notice in writing
served on the Vendor to treat the sale and purchase herein as rescinded
PROVIDEDALWAYS THAT if warranties covenants undertakings or representations made
by the Vendor in Clause 17 or any of them are or is incorrect through no act
omission or default of the Vendor, then the Purchaser shall "not make any claim
for damages against the Vendor.

    


    18.2 The
Vendor shall within seven (7) days from the date of rescission notice aforesaid
refund or cause to be refunded all monies paid by the Purchaser free of interest
pursuant to the terms of this Agreement and thereafter this Agreement shall be
at an end and be of no further force ard effect save for the parties' rights and
remedies in respect of any antecedent breached of this Agreement.

    


    19. KNOWLEDGE OR
ACQUIESCENCE

    


    19.1
Knowledge or acquiescence by either party hereto of or in any breach of any of
the conditions or covenants herein contained shall not operate as or be deemed
to be waiver of such conditions or covenants or any of them and notwithstanding
such knowledge or acquiescence each party hereto shall be entitled to exercise
his respective rights under this Agreement and t,) require strict performance by
the other of the terms and conditions herein.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    20. TIME

    


    20.1 Time
wherever men1oned shall be of the essence of this Agreement.

    


    21. NOTICE

    


    21 .1 Any
notice or request with reference to these presents shall be in writing and shall
be deemed to have been sufficiently served or given for all purposes herein on
the respective parties hereto if left by hand or sent by telex telegram or
prepaid registered post to the party to whom it is addressed at their respective
addresses above stated or to such address as or e party may notify to the other
in writing or to their respective solicitors or agents duly authorised and shall
in the case of a notice or request by telex telegram or prepaid registered post
be deemed to have been served when it ought in the ordinary course of
transmission or post to have been received. 21.2 Any notice of demand or in the
course of commencement of legal proceedings shall be deemed to have been
sufficiently served on the parties personally and not through their solicitors.
..

    


    22. JOINT AND SEVERAL
LIABILITY

    


    22.1 In
this Agreement where there are two or more persons included in the term "the
Vendor" and/or "the Purchaser" agreements covenants terms stipulations and
undertakings expressed to be made by and in favour of the Vendor and the
Purchaser shall be deemed respectively~ to be made by and to be binding on and
enforceable by such persons jointly and severally.

    


    23. COSTS

    


    23.1 The
Purchaser shall pay all stamp duties, registration fees or other fees or charges
payable on or incidental to the execution, completion and registration, as the
case may be, of this Agreement, the Memoranda of Transfer, the conveyance herein
and the lodgment and removal of the private caveat, if any. The Vendor shall pay
all registration

    fees, or
other fees c r charges if any, payable on or incidental to the discharge of
Property from the Chargee.

    


    23.2 The
Purchaser furt'1er agrees to pay as and when required any additional or excess
stamp duty and/or  Ienaltythat may be imposed by the Collector of
Stamp Duty or such other competent authority or authorities in respect of this
Agreement and/or the Memoranda of Transfer of the Property.

    


    23.3 The
parties hereto ~shall respectively bear and pay their own solicitors' fees in
respect of this Agreement.

    


    24. INTEREST

    


    Notwithstanding
an:,1hingcontained herein where one party is obliged to pay or refund any monies
due hereunder within a period of time as specified hereunder that party shall
refund or pay such monies within the period failing which interest on the monies
to be paid or refunded or such part thereof which shall be outstanding shall be
imposed

    at the
rate of ten percent (10%) per annum calculated on a daily basis commencing on
the day mmediatel~1following the expiry of the period granted up to and
including the date of actual payment such interest to be paid together with the
such monies to be refunded.

    


    25. BINDING EFFECT OF
AGREEMENT

    


    25.1 This
Agreement shall be binding upon the respective heirs personal representatives
successors-in-title and permitted assigns of the parties hereto.

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF the parties
hereto the parties hereto have hereunto set their respective hand and seal the
day and year first abovewritten.