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AL MUNAWARAH GLOBAL TRADE (Reg. No. SA 0092957-M) a business incorporated under the Business Registration Act, 1956 of Malaysia and having its business address at 25A Jalan Marathon 13/31 Seksyen 13, 40100 Shah Alam Selangor Darul Ehsan MALAYSIA (hereinafter referred to AMGT ) of the first part AND TIARA OPHIR SDN BHD (Co. Reg. No. 773074-U) a company incorporated under the Companies Act, 1965 of Malaysia and having its business address at Lot 844, Jalan Subang 7, Taman Perindustrian Subang, 47500 Subang Jaya, Selangor Darul Ehsan MALAYSIA hereinafter referred to as TOSB) as the second part. WHEREAS, AMGT is a company engaged in the business of supply the raw Coffee Bean original from Aceh, Republic of Indonesia WHEREAS, AMGT shall be the supplier of Arabica Coffee (hereinafter referred to as the Product) from Aceh in the Republic of Indonesia; and WHEREAS, TOSB is a company involved in the distribution of the raw Coffee Bean in Malaysia and international markets; and WHEREAS, AMGT is desirous to supply and sell the Product and TOSB is desirous to purchase the Product from AMGT and the parties have agreed to the terms of this agreement in relation to such supplies. NOW, THEREFORE, in consideration of the premises, and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, for their mutual benefit, hereby agree as follows: 1 Definitions

In this agreement the following terms have the following meanings: 1.1 1.2 1.3 1.4 1.5 1.6 `Commencement Date means the date of execution of this Agreement Delivery Date means the date stipulated on the Order for the delivery of the Product. The Product means Arabica Coffee Aceh origin. Order means a written order on the AMGTs prescribed form given in accordance with clause 2.2 below. The Price means the price of the Product ascertained in accordance with the AMGTs list given from time to time. Quarter means the period of 3 months commencing on the Commencement Date each succeeding period of 3 consecutive months and any shorter period between the end of a quarter and the date upon which this agreement terminates. Quarterly shall be construed accordingly. Specification means the description of the Product agreed by the parties in writing from time to time Term means the period from the Commencement Date until this agreement terminates. Year means a period of 4 consecutive quarters. Supply of Products Subject to the provisions of this clause, AMGT shall accept Orders from TOSB to buy the Product from the start of business on the Commencement Date. Every Order shall: 2.2:1 allow the AMGT no less than one Quarter of lead time between receipt of the Order and the Delivery Date 2.2:2 correctly specify the Price of the Products which are to be supplied 2.3 AMGT shall not be bound to accept orders for the delivery of more than 1,200 Tons of the Product for delivery in any Quarter. If AMGT shall accept any Orders in excess of these capacity limits then AMGT shall be bound to perform them.

1.7 1.8 1.9 2 2.1 2.2 2.4 TOSB shall buy the Product at prices ascertained by AMGT based on price quoted for every Quarter Free On Board (FOB) Lokhseumawe Port, Aceh, Republic of Indonesia. AMGT shall deliver, and TOSB shall take delivery of the Products in accordance with the Order, it being understood that all quantities stated in such Order shall be expressed per Product units and in quantities compatible with the full packaging Product units TOSB shall notify AMGT of 2.6:1 the TOSBs reasonable estimate of the Orders for the Product in each Quarter by no less than 4 weeks prior to the Year. 2.6:2 all anticipated revisions to such estimates as soon as it is reasonably practicable to do so 2.7 All of the Product sold by AMGT to the TOSB shall conform to the relevant Specification. The parties shall from time to time during the Term review the Specifications to ensure that the Specifications are acceptable to both parties but AMGT shall not be bound to change any of the Specifications at the TOSBs request. AMGT shall use reasonable endeavours to maintain sufficient stocks of the Product to fulfill all the Orders placed by TOSB. Duration and termination This agreement shall come into force on the Commencement Date and shall continue in force until termination. Either party shall be entitled forthwith to terminate this agreement by written notice to the other if the other party fails to make any payment in accordance with this agreement or commits any other breach of this agreement or if any distress or execution shall be levied upon any of the other partys Product or if the other party offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the other party or the other party is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the other party (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver or manager shall be appointed over the whole or any part of the other partys business or assets or if the other party shall suffer any analogous proceedings under foreign law.




3 3.1 3.2 3.3 If either party breaches any provision contained in this Agreement, and the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement. Any rights to terminate this agreement shall be without prejudice to the other rights of the parties On termination of this agreement for any reason neither party shall (subject to the accrued rights of either party in respect of any breaches of this agreement) have any further obligation under this agreement to the other. Contracts of sale Acceptance by AMGT of any Order shall result in a contract for the sale of the Products which are the subject of such Order The terms and conditions of sale applicable to every contract of sale made in pursuance of clause 4.1 above shall be AMGTs standard conditions of sale as at the date of this agreement or the conditions set out in the third schedule. Conditions and Payment Terms Conditions of Purchase (a) (b) The terms and conditions herein shall apply to all Order for the purchase of the Product by TOSB from the AMGT. Any variation of terms and conditions herein shall be inapplicable unless mutually agreed in writing by the Parties or their respective authorised representatives.

3.4 3.5

4 4.1 4.2

5 5.1

5.2 5.3

The payment terms shall be FOB Lokhseumawe Port. TOSB shall obtain, one (1) month before any delivery of Product by AMGT to TOSB, that an irrevocable and confirmed Stand-by Letter of Credit (SBLC) or an irrevocable and confirmed and payable on first demand Bank Guarantee (BG), be issued and maintained both by a first rate banking institution accepted by AMGT, in favor of AMGT. The amount of the SBLC and/or the BG shall be in USD and shall permanently cover any amount due by TOSB to AMGT pursuant to this Agreement, including interest charges. It is understood that all charges related to the issuance of the SBLC and/or BG shall be borne by TOSB. 6 6.1 Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by any party in whole or in part without the prior written consent of the other party (or parties). Any transfer, assignment, delegation or sublicense by a party without such prior written consent is invalid. However, any party may assign this Agreement to a third party purchasing: (a) majority control of the party's equity shares; or (b) all or substantially all of either (i) a party's assets or (ii) the assets of the party's relevant business unit under this Agreement. No Partnership Nothing in this agreement shall create any partnership joint venture or relationship of principal and agent between the parties. Entire Agreement This agreement contains the entire Agreement between the parties in respect to its subject matter and supersedes all previous agreements and understandings between the parties and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties. Warranty and Representation Each party agrees that it enters into this agreement without relying on any representation warranty or other provision except as expressly provided in this agreement. Accordingly all conditions warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Governing Law This agreement is govern in accordance with the law of Malaysia. Representations and warranties

7 7.1

8 8.1

9. 9.1

10 10.1 11 11.1 Each Party represents to the other Party that: (a) As of the date hereof it has been duly incorporated or established and is a validly existing legal entity under the laws of its country of incorporation or establishment. It has, as of the date hereof, full authority and power to enter into this Agreement, and to undertake and perform its obligations set forth therein, without requiring the decision, authorization or approval of any governmental authority or other Third Party. All necessary steps have been taken in accordance with its articles of association, by-laws, regulations and other governing instruments, as the case may be, including resolutions of the board of directors or similar body, to authorize the execution of this Agreement, and to empower the signatory or signatories to this Agreement to bind such Party to the terms and conditions thereof. This Agreement constitutes, valid and legally binding obligations of such Party. There is not, as of the date hereof, any provision of law, statute, regulation, judgment or administrative decree and no provision of any agreement binding on it or affecting it or its properties which would prohibit, conflict with or in any way prevent or impair its execution or performance of the terms of this Agreement. It is expressly agreed between the Parties that each Party shall be responsible for the good performance of this Agreement by their Affiliates to which part of this Agreement may be assigned as well as by other assignees as agreed upon between the Parties. In case of default by any such Affiliates or assignees, the Parties hereby undertakes to assume the obligations of such Affiliates and assignees towards each other. It is further agreed that each Party is jointly and severally liable on behalf of such Affiliates and assignees towards the other Party, in particular for the payment obligations contracted under this Agreement.



(d) (e)


12 12.1

Notices All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing or sent by prepaid registered post or by telex or telefax transmission addressed to the intended recipient thereof at its or his address or at its or his telex or telefax numbers (or to such other address, telex numbers or telefax as any Party may from time to time notify the other). Any such notice, demand or communication shall be deemed to have been duly served (if given or made by telefax) immediately if despatched on a business day and on the next succeeding Business Day if not despatched on a Business Day or (if given or made by letter) three (3) days after posting (ten (10) days in the case of destinations outside Malaysia) and it will be sufficient to show that the envelope containing the same was duly address, stamped and posted. The term "Business Day" shall mean the hours between 9.00 am to 5.00 p.m. on any day (other than Saturday and Sunday and public holiday) on which commercial banks in the country of the recipient party is opened for business.

12.2 The addresses and telefax numbers of the Parties are as follows:(1) AL MUNAWARAH GLOBAL TRADE 25A, Jalan Marathon 13/31, Seksyen 13 40100 SHAH ALAM SELANGOR. (Attn : Chief Executive Officer) Telephone Telefax (2) : (03) 55101755 : (03) 55103143

TIARA OPHIR SDN BHD Lot 844, Jalan Subang 7, Taman Perindustrian Subang 47500 SUBANG JAYA SELANGOR. (Attn : Managing Director) Telephone Telefax :(03) 8023 7227/7557 :(03) 8023 3885

13 13.1

Force Majuere. Any failure or delay by a party in the performance of its obligations under this Agreement is not a default or breach of the Agreement or a ground for termination under this Agreement to the extent the failure or delay is due to elements of nature or acts of God, acts of war, terrorism, riots, revolutions, or strikes or other factor beyond the reasonable control of a party (each, a "Force Majeure Event"). The party failing or delaying due to a Force Majeure Event agrees to give notice to the other party which describes the Force Majeure Event and includes a good faith estimate as to the impact of the Force Majeure Event upon its responsibilities under this Agreement, including, but not limited to, any scheduling changes. However, should any failure to perform or delay in performance due to a Force Majeure Event last longer than ninety (90) days, the party not subject to the Force Majeure Event may terminate this Agreement by notice to the party subject to the Force Majeure Event. 14 14.1 No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and non exclusive.

15 15.1

Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Time Time whenever mentioned in this Agreement shall be the essence of this Agreement. Rules This Contract is subject to the Rules of Coffee Association as fully as if the same had been expressly inserted herein, whether or not both parties are Members of the Association.

16 16.1

17 17.1

18 18.1

Arbitration All disputes arising out of this contract shall be referred to the Council of The World Coffee Association for settlement in accordance with the rules relating to Arbitration Any dispute, controversy or claim between the parties arising out of or in relation to this Agreement or the breach, termination or invalidity thereof which cannot be settled amicably shall be settled by arbitration. The award of arbitrators shall be final and binding upon the parties hereto. The arbitration shall be held in Kuala Lumpur , Malaysia, in accordance with the UNCITRAL Arbitration Rules as modified by the Rules adopted by the AALCC Regional Centre (hereinafter called the Centre) for Commercial Arbitration at Kuala Lumpur. The number of arbitrator shall be the three (3), one (1) each shall be nominated by the disputing parties (failing which he shall be nominated in accordance with the applicable rules) who shall in turn appoint the third arbitrator (failing which the third arbitrator shall be appointed in accordance with the applicable rules). The arbitration shall be carried out in English Language Confidentiality



19 -

19.1 Confidentiality Undertaking from the Parties Each Party hereby undertakes for five (5) years after the date of signature of this Agreement, to treat this Agreement, all documentation and information and other information relating or belonging to the other Party, hereinafter referred to as the "Confidential Information", whether furnished before or after the date of signature of this Agreement, as confidential and will not disclose the same to any Third Party without the prior written consent of the other Party. The receiving Party may disclose Confidential Information relating to the other Party only to directors, officers, employees, dealers and its Affiliates who need to know such Information for the purpose of this Agreement (the Pemitted Personel), and shall ensure that such Permitted Personel are aware of and undertake to maintain the confidential nature of such Information. Further, the receiving Party shall not duplicate or reproduce Confidential Information relating to the other Party, except as may be necessary for circulation thereof to such Permitted Personel who need to know it. The termination of this Agreement shall not affect the confidentiality rights and obligations contained herein with respect to Confidential Information. 19.2 Communication of Confidential Information Nothing contained in clause 19.1 hereabove shall be deemed to prevent communication of any such Confidential Information relating to the other Party by either Party to its professional advisers such as lawyers, tax experts, audit firms as well as to engineering companies and/or suppliers, to the extent necessary for the purpose of this Agreement and under the provision that such parties are bound by the same obligations as the Parties under this Agreement. 19.3 Use of Confidential Information Each Party shall use Confidential Information relating to the other Party only for the purpose of performance of this Agreement. 19.4 Limitation of Disclosure Each Party shall not disclose to any Third Party and/or to the general public without the other Party's prior written consent : i) the fact that it has Confidential Information relating to the other Party in its possession. ii) First press release or similar announcement shall be previously agreed in writing by the Parties. 19.5 Limitation of Confidential Information Any Confidential Information disclosed by one Party to the other Party shall be treated as confidential except the Confidential Information listed as follows : i) already known to the receiving Party at the date of its disclosure shown by written evidence, and/or ii) in the public domain at the date hereof or which becomes public knowledge during the term of this Letter through no act of the receiving Party in breach of the Agreement, and/or iii) disclosed to the receiving Party by a Third Party in good faith and without restriction or notice of any restriction, and/or iv) legally requested by any judicial, administrative or governmental authority having jurisdiction thereon, provided however that in such case the Party requested to disclose any Information relating to the other Party shall promptly notify in writing the other Party thereof, so that such other Party may seek a protective order or other appropriate remedy or waive compliance with the binding provisions of this Agreement. 20 20.1 Captions and Plural Terms. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.


IN WITNESS HEREOF the parties have caused this Agreement to be executed by the duly authorised representatives as of the date first above written. Signed by for and on behalf of AL MUNAWARAH GLOBAL TRADE ( Reg. No. SA 0092957-M) in the presence of:) ) ) )

Signed by for and on behalf of TIARA OPHIR SDN BHD (Co. Reg. No. 773074-U) in the presence of:-

) ) ) )