AN AGREEMENT OF SALE made the day and year stated in Section 1 of the

Schedule hereto between the first party whose name and particulars are
stated in Section 2 of the Schedule hereto (hereinafter called “the Vendor”) of
the one part and the second party whose name and particulars are stated in
Section 3 of the Schedule hereto (hereinafter called “the Purchaser”) of the
other part.

WHEREAS the Vendor is selling the property described in

Section 4 of the Schedule hereto (hereinafter called “the said property”) in his
capacity as stated in Section 5 of the Schedule hereto.

WHEREAS IT IS AGREED subject to the accompanying

General and Special Condition of Sale the Vendor shall sell and the
Purchaser shall purchase the said property on a as is where is basis free from
all encumbrances and with vacant possession at and for the price stated in
Section 6 of the Schedule hereto (hereinafter called “the purchase price”).

GENERAL CONDITIONS

1. IN CONSIDERATION of the sum stated in Section 7 of the

Schedule hereto paid by the Purchaser to the Vendor being payment the
nature of which is described in Section 8 of the Schedule hereto (the receipt
of which sum the Vendor hereby acknowledge) the Vendor hereby agrees to
sell and the Purchaser hereby agrees to purchase the said property free from
all encumbrances and with vacant possession.

2. The sum stated in Section 9 of the Schedule hereto being the

balance of the purchase price shall be paid by the Purchaser and/or the
Purchaser’s financier to the Purchaser’s Solicitors M/s Tay Puay Chuan &
Co. as stakeholder and purchase completed at the office of the said
Purchaser’s Solicitors in the manner and at the time(s) stated in Section 10 of
the Schedule hereto.

3. The Purchaser shall be entitled to lodge a PRIVATE CAVEAT

over the said property after execution of this Agreement. The Purchaser shall
simultaneously with the entry of private caveat deposit with the Purchaser’s
Solicitors a withdrawal of Private Caveat and shall at his own costs and
expense forthwith remove or cause to be removed the aforesaid private
caveat upon any lawful termination of this Agreement.

4. Upon execution hereof, the Vendor shall execute a valid and

registrable memorandum of transfer in favour of the Purchaser or his
nominee(s) and the same shall be deposited with the Purchaser’s Solicitors
for the purpose of adjudication by the Collector of Stamp Duties and the
Purchaser Solicitors shall not present the same for registration unless
purchase price has been made in full or in circumstances as stated in Clause
5 hereof.

Sale & Purchase Agreement 1

5. In the event the Purchaser is unable to pay the balance of the
purchase price as stated in Section 10 of the Schedule hereto, the Vendor
shall grant to the Purchaser an extension of so much days as stated in the
Section 13.a of the Schedule PROVIDED THAT the Purchaser shall pay
interest at the rate as stated in Section 13.b of the Schedule on the
outstanding amount on day to day basis.

6. The Vendor elected not to be represented by any Solicitors thus

Section 11 of the Schedule hereto is not applicable.
7. In the event the said Property is charged to the Vendor(s)’ Financier,
the Vendor(s) hereby undertakes at his own cost and expense to obtain and
forward the following addressed to the Purchaser(s) or the Purchaser(s)’
Financier, as the case may be, within fourteen (14) days from the date hereof
or the date of notification to the Vendor(s) or the Vendor(s)’ Solicitors of the
approval of the Purchaser(s)’ loan, as the case maybe:-

(a) the redemption statement of the sum due and payable to the
Vendor(s)’ Financier to redeem the said Property from the
Vendor(s)’ Financier (hereinafter referred to as “the Redemption
Sum”);

(b) the Vendor(s)’ Financier’s written undertaking to execute a valid

and registrable Discharge of Charge of the said Property upon
payment of the Redemption Sum to the Vendor(s)’ Financier so
as to secure a proper and effective discharge of the said
Property from the Vendor(s)’ Financier and to deliver the Issue
Document of Title, the duly executed Discharge of Charge, the
Duplicate Charge and such other relevant documents incumbent
upon the Vendor(s)’ Financier to release (hereinafter referred to
as “the Security Documents”);

(c) the Vendor(s)’ Financier’s written undertaking to refund the

Redemption Sum to the Purchaser(s) or the Purchaser(s)’
Financier, as the case may be in the event the Discharge of
Charge is not presented for registration or cannot be registered
for any reasons whatsoever other than due to the fault or
omission of the Purchaser(s) or the Purchaser(s)’ Financier; and

(d) in the event the Redemption Sum shall exceed the Balance
Purchase Price the Vendor(s) shall pay the deficiency thereof to
the Vendor(s) Solicitors or the Purchaser(s)’ Solicitors, if the
Vendor(s) is not represented by a Solicitor and the same shall
be confirmed in writing by the Vendor(s) Solicitors to the
Purchaser(s) Solicitors or Purchaser(s)’ Financier’s Solicitors, as
the case may be.

Sale & Purchase Agreement 2

PROVIDED ALWAYS THAT in the event the Items mentioned in Clause 7
(a), (b), (c) and (d) are received by the Purchaser(s)’ Solicitors after the period
of fourteen (14) days from the request of the same, the Date of Completion or
the Extended Date of Completion, as the case may be, shall be extended by
the number of days delayed in the release of the aforesaid items, and
notwithstanding Clause 5 hereof, the Purchaser shall not be liable to pay to
the Vendor any interest for such extension.

7.1 It is hereby expressly agreed and declared that the number of days
elapsed between the date the Redemption Sum is received by the
Vendor(s)’ Solicitors and the date the Security Documents are received
by the Purchaser(s)’ Solicitors shall not be taken into account in the
computation of the Date of Completion or the Extended Date of
Completion, as the case may be. As such, the Date of Completion or
the Extended Date of Completion, as the case maybe, shall be
extended by the number of days elapsed between the date the
Redemption Sum is received by the Vendor(s)’ Solicitors and the date
the Security Documents are received by the Purchaser(s)’ Solicitors and
notwithstanding Clause 5 hereof, the Purchaser(s) shall not be liable to
pay to the Vendor(s) any interest for such extension herein mentioned.

7.2 Until the Redemption Sum is paid to the Vendor(s)’ Financier, the
Vendor(s) hereby undertakes to continue to pay and make any
payments due to the Vendor(s)’ Financier promptly and without
demand.

8. Upon full payment of the purchase price by the Purchaser, the Vendor
shall do everything necessary to transfer the said property or cause procure
same to be transferred to the Purchaser or his nominees as the Purchaser
shall absolutely decide.

9. All quit rent, assessments rates and other outgoing payable in respect
of the said property shall be apportioned between the parties hereto as at the
Date of Completion or Extended Date of Completion as the case may be and
any sum due hereunder by one party to the other shall be paid or adjusted on
that date.

10. The Vendor shall ensure that the said property is vacant and is ready
to be handed over to the purchaser upon balance purchase price being
deposited with Purchaser’s Solicitors and the balance purchase price shall be
released to the Vendor upon handing over the vacant possession.

11. The said property is believed to be and shall be taken as correctly

described in Section 4 of the Schedule hereto and any incorrect statement
error or omission shall not annul the sale or entitle the Purchaser to be
discharged from his purchase nor shall either party claim or be allowed
compensation in respect thereof.

Sale & Purchase Agreement 3

12. The said property is sold subject to all rights and other easements and
to all road back lane and other improvement schemes whatsoever affecting
the same.

13. The Vendor shall not be bound to show any title to boundaries fences
or walls nor to distinguish which part of any of the property sold its held under
different title or tenure further than he may be able to do from information in
his possession and the Purchaser shall be deemed to purchase with full
notice in all respects of the actual state and condition of the property sold and
shall take the said property as it is.

14. All stamp fees, registration fees and other disbursements arising from
and incidental to this sale and the subsequent transfer shall be borne and
paid by the Purchaser except that Discharge of Charge shall be borne by the
Vendor.

15. Unless otherwise specifically provided for in Section 12 of the Schedule

hereto, the solicitors’ costs in respect of the sale shall be borne and paid by
the Purchaser.

16. In the event of the Purchaser failing or neglecting to pay the balance
purchase price on the Extended Date of Completion a sum equivalent to ten
per centum (10%) of the purchase price shall be forfeited by the Vendor
forthwith without any further notice whereupon this Agreement shall be treated
as null and void and of no further effect.

17. In the event of the Vendor failing or neglecting to transfer the said
property when the purchaser shall have tendered the balance purchase price
the Vendor shall refund all moneys paid by the Purchaser together with a
further sum equivalent to ten per centum (10%) of the purchase price as
agreed liquidated damages whereupon this Agreement shall be treated as null
and void but WITHOUT PREJUDICE to the right of the Purchaser to enforce
Specific Performance.

18. The Vendor shall discharge the existing charge over the said property
from the existing chargee as described in Section 14 of the Schedule hereto,
if any, through the Vendor’s solicitors and for this purpose the Vendor hereby
irrevocably authorises the Vendor’s solicitors to utilise such part of the
purchase price paid by the Purchaser as redemption money for discharging
the Charge over the said property.

19. Time wherever mentioned shall be of the essence of this Agreement.

20. In the event of the said property being acquired or subjected to an

intended acquisition by the Government or any Public Authority or for any
unforeseeable circumstances due to no fault of either party hereof that
rendered not transferable or the said property or portion of it is being burnt by
fire, then in each of above cases the Purchaser may at his option withdraw
from the purchase herein and the Vendor shall upon written request by the
Purchaser immediately refund the Purchaser all sums paid by the Purchaser

Sale & Purchase Agreement 4

herein and this Agreement shall henceforth and for all purposes be deemed to
be cancelled.
21. In accordance with the provisions of the Real Property Gains Tax Act,
1976 the Purchaser shall pay a sum of 3% of the Purchase Price to the
Director General of Inland Revenue within Sixty (60) days from the date of this
transaction and the Purchaser’s solicitors shall retain such sum as may be
necessary out of the deposit for the payment of the said real property gains
tax.
22. The Vendor and the Purchaser hereto do hereby expressly agree
covenant and undertake with each other that each of the parties hereto shall
individually notify the relevant Authorities of the sale and purchase herein
contained within SIXTY (60) days from the date of this Agreement and that
each party shall individually do all acts, execute all letters, documents or
instruments, file all returns and furnish and supply all information to the
relevant Authorities as may be necessary under the Real Property Gains Tax
Act, 1976, in order to procure obtain and secure the relevant Certificate of
Clearance from the relevant Authorities and the Vendor do hereby further
agree covenant and undertake with the Purchaser to keep the Purchaser his
estate and effects fully indemnified against all tax liabilities of the Vendor
under the Real Property Gains Tax Act, 1976 or any statutory re-enactments
and modifications thereof including all actions proceedings costs and
demands in respect thereof.

23. In this Agreement unless there is something in the subject matter or

context inconsistent therewith:-

a) the singular includes the plural and vice versa;

b) reference to any gender included any other genders;

c) words importing individual person shall also be deemed to

include corporation;

d) the expression “Purchaser” shall include his nominees or

assigns;

e) the expression “Date of Completion” shall include the Extended

Date of Completion.

24. This Agreement shall be binding upon the heirs, personal

representatives, assigns and successors-in-title of the parties hereto.

25. Any notice, request or demand required to be served by either party

hereto to the other under this Agreement shall be in writing and shall be
deemed to be sufficiently served :-

(a) if it is sent by the party or his solicitors by registered post

addressed to the other party’s address hereinbefore

Sale & Purchase Agreement 5

 mentioned and in such case it shall be deemed to have been
received at the time when such registered letter would in the
ordinary course be delivered ; or
(b) if it is given by the party or his solicitors by hand to the other
party or his solicitors.

26. IT IS HEREBY EXPRESSLY AGREED BY THE PARTIES HEREOF

THAT THE “SPECIAL CONDITIONS” ANNEXED HERETO (if any) SHALL
FORM PART OF THIS AGREEMENT OF SALE and that should there be an
inconsistent or repugnant term or terms, the term or terms contained and
inserted in the “SPECIAL CONDITIONS” herein referred shall prevail over
the same contained in clause 1 to 25 of the General Conditions.

SPECIAL CONDITIONS

-NIL-

***END OF THIS PAGE***

Sale & Purchase Agreement 6

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the
day and year first above written.

SIGNED by the Vendor )

in the presence of :- )
)
)
…………..…………………………….

SIGNED by the Purchaser )

in the presence of :- )
)
)

…………..…………………………….

Sale & Purchase Agreement 7

 SCHEDULE ABOVE REFERRED TO

SECTION

1 DATE OF AGREEMENT

2 VENDOR’S NAME AND PARTICULARS

3 PURCHASER’S NAME AND PARTICULARS

4 DESCRIPTION OF THE SAID PROPERTY

5 CAPACITY OF THE VENDOR

Sale & Purchase Agreement 8

SCHEDULE ABOVE REFERRED TO -CONTD

6 PURCHASE PRICE

7 AMOUNT PAID ON DATE OF EXECUTION

8 NATURE OF PAYMENT REFERRED TO IN SECTION 7

9 BALANCE PURCHASE PRICE

10 PAYMENT OF BALANCE PURCHASE PRICE

11 VENDOR’S SOLICITORS

12 SOLICITORS’ COST

13 EXTENSION OR TIME FOR COMPLETION

14 NAME OF THE EXISTING CHARGEE AND THE AMOUNT OF

EXISTING LOAN

Sale & Purchase Agreement 9