Petrol Station

ZAHIR RAZAK & CO.
Execution Copy
AGREEMENT TO SUB-LEASE
OF LAND KNOWN AS
PETROL STATION SITE
BEING PART OF LAND HELD
UNDER HS(D) 138917 PT 49053
MUKIM & DISTRICT OF PETALING
FORM OF AGREEMENT
THIS AGREEMENT is made the day of 2002
Between
SYARIKAT PENGURUSAN LADANG SDN. BHD. (Co. No. 27122-T), a company incorporated in
Malaysia with its registered address at 8th Floor, Plaza Perangsang, Persiaran Perbandaran, 40675 Shah
Alam, Selangor Darul Ehsan (hereinafter referred to as "the Sub-Lessor" which expression shall include
its successors-in-title and permitted assigns) of the one part
And
SHELL MALAYSIA TRADING SDN BHD (Co. No. 6087-M) a company incorporated in Malaysia with its
registered address at Bangunan Shell Malaysia, Off Jalan Semantan, Damansara Heights, 50490 Kuala
Lumpur (hereinafter referred to as "the Sub-Lessee" which expression shall include its successors-in-
title and permitted assigns) of the other part.
WHEREBY it is agreed that:
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1. The background to this Agreement is contained in the Preamble attached as Schedule 1.
2. The Special Terms and Conditions of this Agreement are attached as Schedule 2.
3. The General Terms and Conditions of this Agreement is attached as Schedule 3.
4. The Rental and Payment Terms of this Agreement are attached as Schedule 4.
5. The Schedules form an integral part of this Agreement and reference to "this Agreement" shall be
deemed to include this Form of Agreement together with the Schedules and Appendixes referred
to herein and such amendments in writing as may be agreed by the parties.
IN WITHNESS WHEREOF the parties hereunto set their hands the day and year first above written
Signed by )
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(NRIC NO. …………………….) )
for and on behalf of )
SYARIKAT PENGURUSAN )
LADANG SDN. BHD. (Co No.27122-T) )
in the presence of:- )
Signed by )
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(NRIC NO. …………………….) )
for and on behalf of )
SHELL MALAYSIA TRADING SDN. BHD. )
(Co. No.6087-M) in the presence of:- )
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OF LAND KNOWN AS
PETROL STATION SITE
UNDER HS(D) 138917 PT 49053
SCHEDULE 1 : PREAMBLE
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WHEREAS
A. PERBADANAN KEMAJUAN PERTANIAN SELANGOR, a body corporate incorporated under the

PKPS Enactment ( No 12 of 1972 and No 7 of 1982 (Amendment)) and with its registered address
at 8th Floor, Plaza Perangsang, Persiaran Perbandaran, 40675 Shah Alam, Selangor Darul Ehsan
(hereinafter referred to as "PKPS").
B. PKPS is the registered owner of all that land measuring 91.169 hectares held under HS(D)
132491 PT 10275 Mukim and District of Petaling (hereinafter referred to as "the Main Land").
C. By an agreement dated 31st March 2000 (hereinafter referred to as "the Main Lease
Agreement") PKPS has granted to PKPS AGRO INDUSTRIES SDN BHD, (226706-X), a
company incorporated in Malaysia with its business address at 7 th Floor, Plaza Perangsang,
Persiaran Perbandaran , 40675 Shah Alam, Selangor (hereinafter referred to as "PKPS Agro")
the lease of all the Main Land with vacant possession for a period of thirty years with effect from
1st July 2000 with an extension of 30 years and further extension of thirty years and fina! extension
of eight years upon the terms and subject to the conditions expressed or implied in the document
of title thereto and upon the terms and subject to those conditions therein contained
D. PKPS has successfully divided the Master Title into a few parcels with agriculture use and one of
the parcels is now held under HS(D) 138917 PT 49053 Mukim & District of Petaling State of
Selangor measuring approximately 211,537 square metres, a leasehold expiring 27-5-2098
(hereinafter referred to as "the Land"). A copy of the document of title is annexed hereto as
Appendix A.
E. By an agreement dated 14 Nov 2000 made between PKPS Agro and the Sub-Lessor ,
(hereinafter referred to as the 14 November 2000 Agreement") PKPS Agro granted a sub-lease
and the Sub-Lessor agreed to take a sub-lease of two (2) portions of the Land more particularly
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delineated and shaded RED and GREEN respectively on the Layout Plan annexed to the
Agreement and annexed hereto as Appendix B (hereinafter referred to as "the 2 Lots") for the sole
purpose of having two petrol filling/service station (hereinafter referred to "the Petrol Stations")
upon the terms and subject to the conditions hereinafter appearing.
F. By a Supplemental Agreement dated _____________ made between PKPS Agro and the Sub-
Lessor, it was mutually agreed that only the Petrol Station marked Green is sub-leased to the
Sub-Lessor.
G. The Sub -Lessor shall obtain the written consent from PKPS and PKPS Agro to consent to the
Sub-Lessor entering into this Agreement to Sublease the Petrol Station marked Green (hereinafter
referred to as the Green Plot") Land to the Sub-Lessee and for a direct sub-lease from PKPS Agro
to the Sub-Lessee. The Consent letters shall be in the form as annexed hereto as Appendix C.
H. A separate document of title to the Green Plot has not been issued.
I. The Green Plot is approved for the Petrol Station Use and upon the issuance of the separate
document of title for the said Green Plot shall have the express condition endorsed thereon that
the Green Plot is to be only used as a petrol filling and service station.
J. The Green Plot shall have a restriction in interest as follows:

"Tanah ini tidak boleh dipindahmilik dipajak atau digadai melainkan dengan kebenaran pihak
Berkuasa Negeri" (hereinafter referred to as "Restriction in Interest").
K. The Sub-Lessee is deemed a foreign company under the National Land Code and requires the
Approval from the Foreign Investment Committee of the Economic Planning Unit of the Prime
Minister Department (hereinafter referred to as "FIC Approval") and Consent from the relevant
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State Authority for the sublease of the Green Plot pursuant to Section 433B of the National Land
Code (hereinafter referred to as "the State Consent").
L. The Sub-Lessor is desirous of leasing and the Sub-Lessee is desirous of taking a sublease of the
Green Plot for use as a petrol filling and service station with a convenience store and a third party
fast food outlet, commencing from thirty (30) days upon the issuance of the document of title to
the Green Plot with the category of land use as Petrol Station and after the conditions as
contained in Clause 4.4 of the 14 November 2000 Agreement has been fulfilled (hereinafter
referred to as "the Commencement Date") for a period of Thirty (30) years free from all
encumbrances and restraints and with vacant possession, subject to the terms and The Sub-
Lessor conditions contained in this Agreement and in the Sub-Lease Annexure attached as
Appendix C.
OF LAND KNOWN AS
PETROL STATION SITE
UNDER HS(D) 138917 PT 49053
SCHEDULE 2 : SPECIAL TERMS AND CONDITIONS
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1 CONDITIONS PRECEDENT
This Agreement shall be conditional upon obtaining the following within the time frames as
specified.
1.1 Applications by the Sub-Lessor and the Sub-Lessee
A. Upon execution of this Agreement, the Sub-Lessee shall apply with the assistance of the Sub-
Lessor to the relevant authorities, at the costs and expense of the Sub-Lessee, for the FIC
Approval within three (3) months from the date of receipt of the copy of the issue document of
title to the Green Plot, failing which there will be an automatic extension of time for a period of
three (3) months.
B Upon the execution of this Agreement, the Sub-Lessor shall at its own cost and expense obtain
the following:-
(a) the Consent from PKPS and PKPS Agro (hereinafter referred to as "PKPS Consent") to
the Sub-Lessor entering into this Agreement to Sublease with the Sub-Lessee and for a
direct sub-lease from PKPS Agro to the Sub-Lessee, the terms of the Consent as
contained in Appendix C;
(b) the issue of a separate document of title to the Green Plot duly endorsed with an
express condition for use as a petrol filling and service station (hereinafter referred to as
"Endorsement of Title") within three (3) months from the date of this Agreement,
failing which an extension of time for a period of one (1) month shall be automatically be
granted by the Sub-Lessee subject to such further extension (s) as may be granted by
the Sub-Lessee;
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(c) the written approval from the relevant authorities for the development order (hereinafter
referred to as "the Development Order Approval") inclusive of approval for the direct
and separate ingress and egress into and out of the Green Plot in the manner as shown
shaded in BLUE in the plan annexed herewith and marked as Appendix B (hereinafter
referred to as "the Access Approval") within three (3) months from the date of
execution of this agreement, failing which an extension of time for a period of three (3)
months will be automatically granted by the Sub-Lessee and subject to such further
extension (s) as may be granted by the Sub-Lessee. Provided always that the Sub-
Lessee shall submit the relevant documentation/drawings to the Sub-Lessor for
submission within thirty (30) days from receipt of request by the Sub-Lessee;
(d) the relevant authority's written approval for the building plans (hereinafter referred to as
"the Building Plans Approval") within three (3) months from the date of receipt of the
Development Order Approval, failing which an extension of time for a period of one (1)
month will be automatically granted by Sub-Lessee and subject to such further
extension (s) as may be granted by Sub-Lessee. Provided Always that the Sub-Lessee
shall submit documentation/drawings for the Building Plans Approval within thirty (30)
days from the date of receipt of development order approval.
(e) to provide supply of utilities such as telephone, sewerage, electricity and water ready for
connection into the boundary of the Green Plot, details of which are annexed hereto as
Appendix V, within two (2) months from the date of receipt of the Development Order
Approval, failing which an extension of time for a period of one (1) month will be
automatically granted by the Sub-Lessee and subject to such further extension(s) as
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may be granted by the Sub-Lessee; and
(f) to deliver vacant possession of the Green Plot with infrastructure as specified in
Appendix D, to the Sub-Lessee within one (1) month from receipt of the Buidling
Plans Approval, failing which an extension of time for a period of one (1) month will be
automatically granted by the Sub-Lessee; and
(g) the State Consent (pursuant to the Restriction in Interest and Section 433 of the NLC) of
three months of receipt of a certified copy of the issue document of title duly endorsed
with PKPS Agro as the Sub-Lessee, failing which there will be an automatic extension of
time for a period of three (3) months.
1.2 Time-frame
The parties shall obtain the above approvals within the time stipulated, or such longer period as
may be granted by the Sub-Lessee herein. In the event that the approvals are not obtained
within this extended time period, then the Sub-Lessee shall have the option of granting a further
extension or extensions of time to facilitate the applications or to annul the Sub-Lease
evidenced by this Agreement and to have all monies paid returned forthwith free of interest.
2 CONSENT FROM PKPS AND PKPS AGRO
2.1 Consent
The Sub-Lessor shall at its own cost and expense apply to PKPS and PKPS Agro for a direct
sub-lease from PKPS Agro in favour of the Sub-Lessee and their consent to the Deed of
Assignment of the 14 November 2000 Agreement in favour of the Sub-Lessee .
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2.2 Sub-Sub Lease
In the event that the authorities disallow the direct sub-lease in favour of the Sub-Lessee, the
Sub-Lessor shall ensure that a sub-lease is registered in its favour before creating a sub-sub
lease in favour of the Sub-Lessee and all the terms and conditions contained herein shall apply
mutatis mutandis.
3 REDUCTION IN LAND AREA
The Sub-Lessor guarantees that the nett area of the Green Plot prior to the'sub-lease in favour
of the Sub-Lessee shall be no less than 43,560 square feet. In the event that it is discovered that
the nett area of the Green Plot is less than 43,560 square feet, the Sub-Lessee shall have the
option of continuing with the lease, with an adjustment to the rental calculated in the proportion
which the area of the affected (unusable) part of the Green Plot and bears to the total area of the
Green Plot OR to terminate this Agreement and have all monies paid returned forthwith free of
interest. Nett Area shall mean the nett usuable area subject only to the standard setback for the
building of twenty feet and with no provision for the surrender for buffer or road reserve.
4. COMPULSORY ACQUISITION
The Sub-Lessor hereby warrants and undertakes that as at the date of execution of this
Agreement, the Sub-Lessor has no knowledge nor any reason to believe that the Green Plot or
any part thereof has been acquired or is subject to the acquisition by any governmental authority.
In the event of the Government or any other authority having power on their behalf acquire any
part of the Green Plot for any purpose whatsoever between the date of the execution of this
Agreement and the date of registration of the Lease, should the remaining part of the Green Plot
be less than 43,560 square feet but larger than 30,000 square feet then the Sub-Lessee shall
continue with the lease but with an adjustment to the rental calculated at Rinqqit Malaysia
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Seventy Two and Sen Thirty One (RM72-31) only per square feet for the area so acquired. In
the event that the Government or any other authority having power on their behalf acquire any
part of the Green Plot for any purpose whatsoever between the date of the execution of this
Agreement and the date of registration of the Lease, should the remaining part of the Green Plot
be less than 30,000 square feet then the Sub-Lessee shall have the option to annul the sub-
lease evidenced by this Agreement and to have all monies paid returned forthwith free of
interest. In the event that the Government or any other authority having power on their behalf
acquire any part of the Green Plot for any purpose whatsoever after the date of registration of
the Lease, the Sub-Lessee shall be entitled to such compensation awarded pursuant to such
acquisition and to attend any compensation hearings to present their case.
5 INFRASTRUCTURE
5.1 The Sub-Lessor shall provide and/or procure the provision of the basic infrastructure to the
Green Plot specifications of which are contained in Appendix D.
6 CONDITIONS
6.1 Specifics
This Agreement shall be conditional upon:
a) the approvals in Clause 1 being obtained;
b) the issue of the separate document of title to the Green Plot;
c) vacant possession of the Green Plot is delivered to the Sub-Lessee;
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d) the Lease for the Green Plot registered in favour of PKPS Agro;
e) the Sub-Lease for the Green Plot being registered in favour of the Sub-Lessee;
f) the Sub-Lessor observing all the terms and conditions of this Agreement until the
registration of the Lease;
g) the Sub-Lessee obtaining and maintaining unconditional approvals and licences to use
the Green Plot and the building to be erected thereon for the storage and retailing of
petroleum products, selling of motor accessories or for any of the other usual or other
purposes of a petrol filling and service station;
h) it remaining lawful and/or, in the opinion of the Sub-Lessee, possible and/or practicable
to use the Green Plot for the purposes of storing and retailing petroleum products and
the selling of motor accessories;
6.2 Breach of Conditions
In the event that any of the above conditions are not met, the Sub-Lessee shall have the
absolute discretion of terminating this Agreement in which case all monies paid to the Sub-
Lessor shall immediately become fully refundable.
7 PAYMENT OF TAXES AND/OR PREMIUMS
The Sub-Lessor hereby irrevocably agree and covenant with and undertake to the Sub-Lessee
to pay any tax and/or premiums which are payable by the Sub-Lessor in respect of the lease of
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, the Green Plot to the Sub-Lessee and shall keep the Sub-Lessee fully indemnified against all
taxes, penalties, fines, claims or demands whatsoever resulting from the Sub-Lessor's non-
payment or non-compliance with any of the provisions of the taxation legislation. In the event of
the Sub-Lessor failing to pay the premiums herein covenanted to be paid, it shall be lawful for
but not obligatory upon the Sub-Lessee to pay the said premiums or any part thereof and all
moneys expanded by the Sub-Lessee shall be payment made towards the rental mentioned in
Schedule 4 of this Agreement.
8 QUIT RENT AND ASSESSMENT
All quit rents imposed by the said authorities in respect of the Green Plot shall be borne by the
Sub-Lessor and all assessments imposed by the said authorities in respect of the Green Plot
from the date of this Agreement shall be borne by the Sub-Lessee.
9 OPTION FOR A FURTHER THIRTY (30) YEARS
If the Sub-Lessee shall desire to renew the said term upon the expiry thereof for a further term of
thirty (30) years the Sub-Lessee shall give the Sub-Lessor not less than three (3) months' notice
in writing of its intention to renew the Lease and the Sub-Lessor shall grant to the Sub-Lessee a
new lease of the Green Plot for a further term of thirty (30) years at the rate of rental not
exceeding the prevailing market rate, which rental shall be payable annually in advance and
subject to the same conditions covenants and provisions contained herein except this clause for
renewal and Provided Always that the Sub-Lessor is able to procure a renewal of the its sub-
lease of the Green Plot from PKPS Agro.
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OF LAND KNOWN AS
PETROL STATION SITE
UNDER HS(D) 138917 PT 49053
SCHEDULE 3 : GENERAL TERMS AND CONDITIONS
1 OCCUPATION
Pending the registration of the Sub-Lease in favour of the Sub-Lessee, the Sub-Lessor hereby
agrees that the Sub-Lessee shall occupy the Green Plot as a Sub-Lessee as if a sub-lease on the
terms and conditions appearing in the Sub-Lease Annexure has been properly executed and
registered. The Sub-Lessor undertakes to execute a valid and registrable Sub-Lease over the
Green Plot in favour of the Sub-Lessee on the terms and conditions contained in the said Sub-
Lease Annexure and forward the same to the Sub-Lessee together with document of title and
such document or documents as may be necessary to enable the said Sub-Lease to be
registered.
2 ASSISTANCE ON STATION
The Sub-Lessor hereby agrees with the Sub-Lessee that the Sub-Lessor shall give to the Sub
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Lessee such assistance as the Sub-Lessee shall require in connection with the construction of the
Station erected on the Green Plot and for such purpose to sign or cause to be signed any plan
required to be signed by the Sub-Lessor and/or PKPS and/or PKPS Agro upon being requested to
do so by the Sub-Lessee without delay.
3 COMPULSORY ACQUISITION
In the event that the Green Plot or any part thereof shall at any time become the subject matter of
or be included in any notification or declaration concerning or relating to acquisition for any
purpose whatsoever by the Government or any authority having power on its behalf between the
date of execution of this Agreement and the date of registration of the Lease in favour of the
Sub-Lessee pursuant to the terms of this Agreement, the Sub-Lessee shall have the sole
discretion to terminate this Agreement and upon such termination the Sub-Lessor shall forthwith
refund to the Sub-Lessee all sums pertaining to the rental paid to the Sub-Lessor, and thereafter
this Agreement shall be automatically terminated and become null and void or to proceed with the
lease of part of the unacquired land, then in such a case the rental shall be reduced and adjusted
accordingly in proportion to the affected area (unusable) part of the Green Plot bears to the total
area of the Green Plot and all monies paid in excess of the adjusted rental shall be
refunded by the Sub-Lessor to the Sub-Lessee immediately. Notwithstanding anything

contained herein, the Sub-Lessee shall be entitled to claim for compensation in the event of any
compulsory acquisition from the relevant authorities.
4 POWER OF ATTORNEY AND DEED OF ASSIGNMENT

Upon execution of this Agreement, the Sub-Lessor shall deliver to the Sub-Lessee a Power Of
Attorney in the form as contained in Appendix E and all documents as may be necessary to
enable the said Lease to be registered in favour of the Sub-Lessee.
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As security for the performance of the agreement, the Sub-Lessor shall assign to the Sub-
Lessee the 14 Nov 2000 Agreement in relation to the rights over the Green Plot in terms of the
Deed of Assignment in the form as contained in Appendix F.
5 UNDERTAKING
The Sub-Lessor undertakes and covenants that they shall not do anything, until the registration
of the said Lease, whereby the rights of the Sub-Lessee as prospective Sub-Lessee of the
Green Plot shall be jeopardized in any way. The Sub-Lessee undertakes and covenants that
they shall not do anything whereby the rights of the Sub-Lessor under the Sub Lease of the
Green Plot shall be jeopardized in any way.
6 FOREBEARANCE
No failure or delay on the part of either party in exercising any right, power, privilege or remedy
shall be construed as a waiver and no inaction on the part of either party shall affect or impair
any right, power, privilege or remedy of either party in respect of any other antecedent or
subsequent default by the other.
7 ILLEGALITY AND INVALIDITY
Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is
illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality,
voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal,
void or unenforceable any other term, condition, stipulation, provision, covenant or undertaking
herein contained.
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8 ASSIGNMENT
The Sub-Lessee shall be at liberty to assign this Agreement to any company within the Shell
Group of Companies operating in Malaysia. The Sub-Lessor shall not without the consent of the
Sub-Lessee assign this Agreement to any party, AND PROVIDED that the Sub-Lessee's rights
and interests under the said Lease shall not be affected.
9 PRINCIPAL DOCUMENT
This Agreement and the Sub-Lease to be executed in respect of the Green Plot are instruments
employed in the same transaction and for the purpose of stamp duty, the latter document shall
be deemed to be the principal document.
10 COSTS
All costs arising out of or incidental to this Agreement and the said Sub-Lease shall be borne by
the Sub-Lessee but each party shall pay their own solicitors' costs.
11 NOTICE
Any notice required to be served on the Sub-Lessor or Sub-Lessee shall be sufficiently served
on the Sub-Lessor or Sub-Lessee if delivered or sent by registered post addressed to the Sub-
Lessor or Sub-Lessee at the address above given or by leaving it at their usual or last known
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respective addresses in Malaysia. Any notice sent by registered post shall be deemed to have
been given at the time it would be delivered at the address to which it is sent.
12. TIME
Time wherever mentioned shall be deemed to be of the essence of this Agreement.
13 HEADINGS
Clause headings are strictly for the purpose of convenience and general reference only, and
shall not affect the meaning or interpretation of any denoting the singular only shall also include
the plural and vice versa; references to persons shall include firms and companies and vice
versa; and references to the male shall include the female.
OF LAND KNOWN AS
PETROL STATION SITE
UNDER HS(D) 138917 PT 49053
SCHEDULE 4 : RENTAL
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1 TOTAL RENTAL
The Sub-Lessee shall pay to the Sub-Lessor yearly rental of Ringgit Malaysia One Hundred and
Five Thousand (RM 105,000.00) only. The total rental for the lease period of thirty (30) years is
Ringgit Malaysia Three Million One Hundred and Fifty Thousand (RM3,150,000.00) Only
(hereinafter referred to as "the Total Rental") for the sub- lease period of thirty (30) years, at
the times and in the manner provided herein.
2 DEED OF ASSIGNMENT
In consideration of the Sub-Lessee at the request of the Sub-Lessor paying the Total Rental in
the manner provided herein, the Sub-Lessor agrees to create a Deed of Assignment over the 14
November 2000 Agreement read with Supplemental Agreement dated ........................................in
relation to the rights over the Green Plot in favour of the Sub-Lessee to secure the repayment of
the Total Rental and the due performance of the Agreement to Sub-Lease at the cost and
expense of the Lessor.
3 FIRST PAYMENT
3.1 The Sub-Lessee will pay a sum of Ringgit Malaysia Three Hundred and Fifteen Thousand
(RM315,000.00) amounting to ten percent (10%) of the total Rentals to Catherine Choong & Co,
Advocates & Solicitors, of B-7-1, 7 th Floor, Megan Phileo Avenue, No 12 Jalan Yap Kwan Seng,
50450 Kuala Lumpur ("the Stakeholder") as Stakeholders within fourteen (14) days of receipt of:
(a) execution of this Agreement subject to the deposit of the original copy of the 14
November 2000 Agreement;
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(b) receipt by the Sub-Lessee of the Deed of Assignment duly executed by both parties and
consented to by endorsement of the consent by PKPS and PKPS Agro;
(c) a copy of the PKPS offer letter to the Sub-Lessor;
(d) receipt of the PKPS Consent and PKPS Agro Consent;
(e) receipt by the Sub-Lessee of 3 sets of certified true copies of the Sub-Lessor's M&A,
Directors' Resolution authorising this transaction and the sub-lease of the Green Plot,
Deed of Assignment of the Sub Lease, in favour of the Sub-Lessee and Form 24 and
49;
(f) the receipt by the Sub-Lessee of the duly completed Appendix A/95 and all the relevant
documents necessary for submission of the application for the FIC Approval; and
(g) notification by the Sub-Lessor that all the conditions of this clause have been fulfilled
and that payment is now due.
The Stakeholders shall immediately upon receipt of the First Payment pay to the Sub-Lessor
the total amount received being part rental for the Sub-lease of the Green Plot.
4 SECOND PAYMENT
The Sub-Lessee shall pay to the Sub-Lessor the sum of Ringgit Malaysia One Million Two
Hundred And Sixty Thousand Five Hundred (RM1,260,OOO.QO) only being 40% of the Total
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Rental within fourteen (14) days of :-
(a) receipt of the original document of title to the Green Plot with the use of land as Petrol
Station duly endorsed;
(b) confirmation that all the lease rentals due from the Sub-Lessor to PKPS Agro have been
fully settled; and
(c) notification by the Sub-Lessor that all conditions of this clause and clauses 2 and 3 have
been fulfilled and that payment is now due.
In the event that the lease rentals due to PKPS Agro has not been paid in full, the Sub-Lessee
shall be authorized to utilize the Second Payment (if Necessary) to pay to PKPS Agro any lease
rentals due to PKPS Agro.
5 THIRD PAYMENT
The Sub-Lessee will pay to the Sub-Lessor the sum of Ringgit Malaysia Four Hundred Seventy
Two Thousand Five Hundred (RM472.500.00) only being 15% of the Total Rental within
fourteen (14) days of:-
(a) receipt by the Sub-Lessee of the approved Development Order and Access Approvals;
and
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(b) notification by the Sub-Lessor that all the conditions of this clause, have been fulfilled
and that payment is now due.
(c) confirmation that all the lease rentals due from the Sub-Lessor to PKPS Agro have been
fully settled;
(d) confirmation that all the lease rentals due from the Sub-Lessor to PKPS Agro have been
fully settled;
In the event that the lease rentals due to PKPS Agro has not been paid in full, the Sub-Lessee
shall be authorized to utilize the Third Payment (if Necessary) to pay to PKPS Agro any lease
rentals due to PKPS Agro.
6 FOURTH PAYMENT
The Sub-Lessee will pay to the Sub-Lessor the sum of Ringgit Malaysia Four Hundred Seventy
Two Thousand Five Hundred (RM472,500.00) only being 15% of the Total Rental within
fourteen (14) days of:-
(a) receipt of the approved Building Plans Approval; and
(b) completion of and acceptance of vacant possession of the Green Plot by Shell
(c) notification by the Sub-Lessor that all the conditions of this clause, clauses 2, 3, 4 and 5
have been fulfilled and that payment is now due.
7 FIFTH PAYMENT
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The Sub-Lessee will pay to the Sub-Lessor the sum of Ringgit Malaysia Three Hundred Fifteen
Thousand (RM315,000.00) only being 10% of the Total Rental within fourteen (14) days of:
(a) receipt by the Sub-Lessee of the FIC approval; and
(b) receipt by the Sub-lessee of the State Consent;; and
(c) notification by the Sub-Lessor that all the conditions of this clause, clauses 2, 3, 4, 5
and 6 have been fulfilled and that payment is now due.
8 FINAL PAYMENT
The Sub-Lessee will pay to the Sub-Lessor the sum of Ringgit Malaysia Three Hundred And
Fifteen Thousand (RM315,000.00) only being 10% of the Total Rental, within fourteen (14)
days of:-
(a) presentation for registration and registration of the sub-lease in favour of the Sub-
Lessee at the relevant Land Office/Registry;
(b) notification by the Sub-Lessor that all the conditions of this clause, clauses 2, 3, 4 ,5 , 6
and 7 have been fulfilled and that payment is now due.
9 RELEASE OF PAYMENTS
9.1 Deeming Clause
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All payments made to PKPS Agro and/or PKPS shall be deemed made to the Lessor pursuant to
this agreement.
APPENDIX A
LOCATION PLAN
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APPENDIX B
PKPS CONSENT
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APPENDIX C
SUB-LEASE ANNEXURE
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SUB-LEASE ANNEXURE
We, PKPS AGRO INDUSTRIES SON BHD (CO. NO. 226706-X), a company incorporated in Malaysia
with its business address at 7 th Floor, Plaza Perangsang, Persiaran Perbandaranm 40675 Shah Alam,
Selangor (hereinafter referred to as "the Sub-Lessor" which expression shall include where the context
so admits its successors-in-title and assigns) being the registered lessee of a piece of land held under
.................................................................................................................................... having an area of
approximately .............................................square feet (hereinafter be referred to as "the said Land")
DO HEREBY LEASE the said Land, to SHELL MALAYSIA TRADING SDN BHD (CO. NO. 6087 M) a
company incorporated in Malaysia with its registered office at Bangunan Shell Malaysia, Off Jalan
Semantan, Damansara Heights, 50490 Kuala Lumpur (hereinafter referred to as "the Sub-Lessee" which
expression shall include where the context so admits its successors-in-title and assigns)
TO BE HELD by the Sub-Lessee for a term of thirty (30) years (hereinafter referred to as "the Lease
Period") commencing from ............................................. (hereinafter referred to as "the Commencement
Date") at the rental provided in the Schedule For Rental attached with an option to renew for a further
thirty (30) years/option to purchase.
FOR THE PURPOSE of a petrol filling and service station use and other purposes mentioned herein
subject
to the agreements and powers implied under the National Lands Code and subject to the stipulations
modifications terms and conditions hereinafter contained.
1 THE SUB-LESSEE'S COVENANTS
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The Sub-Lessee for itself and its representatives, successors in title and assigns to the intent that
the obligations may continue throughout the term hereby created covenant with the Sub-Lessor as
follows:-
1.1 Rent
To pay to the Sub-Lessor the lease rental at the times and in the manner provided in the Schedule
attached.
1.2 Erect a Petrol Station
To erect or build a petrol filling and/or service station and convenience store on the said Land in
accordance with the Sub-Lessee's own design and at the Sub-Lessee's expense.
1.3 No Constructions or Renovations Without Official Approvals
Not to erect or build or permit to be erected or built on the said Land any buildings or make or
permit to be made any additions or alterations to any buildings which may at any time hereafter be
erected thereon except in accordance with plans and specifications previously approved by the
appropriate authorities.
1.4 Sub-Lessor to View Premises
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To permit the Sub-Lessor and his agents or servants at all reasonable times to enter upon the said
Land and any building erected thereon and to view the condition thereof.
1.5 Use As Petrol Station and/or Service Station and Convenience Store
Not to use or permit the use of the building on the said Land for any purpose other than for the
business of a petrol filling and/or service station, the storing and retailing of petroleum products
and the selling of motor accessories and convenience store and for any other purpose which the
Sub-Lessee deems fit for its business.
1.6 Removal of Equipment
At the expiration or sooner determination of the term hereby created (and all renewals thereof) at
its own costs and expense to remove from the said Land any erections, pumps, machinery, plant
and other appliances, except those belonging to the Sub-Lessor and to restore the said Land to a
clean and level condition. The Sub-Lessor shall grant the Sub-Lessee a rent free period of one (1)
month to facilitate the removal.
1.7 Payment of Assessment and Quit Rent
To pay and discharge all storage licence fees quit rent and assessment imposed upon the said
Land and any building or buildings on the said Land.
1.8 Stamp and Registration Fees
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To pay all stamp and registration fees in respect to this Lease (but apart thereof each party shall
pay their own Solicitors' costs).
2 THE SUB-LESSORS' COVENANTS
The Sub-Lessors for themselves and their successors in title and assigns to the intent that the
obligations may continue throughout the term hereby created covenant with the Sub-Lessee as
follows:-
2.1 Pay Land Taxes
To pay and discharge all the rates payable to the Government and all existing and future quit
rents, other rates, taxes duties impositions and other outgoings and all burden whatsoever
imposed upon the said Land.
2.2 Permit Sub-Lessee To Construct
Subject to the provisions of Clauses 1.3 and 1.5 hereof to permit the Sub-Lessee to demolish,
modify or make such alterations to the existing petrol station and other building(s) or structures on
the said Land, and to erect or construct upon the said Land such erections and buildings pumps
machinery plant or other appliances or apparatus as the Sub-Lessee may reasonably require and
from time to time to make additions or alterations thereto, to demolish the buildings or any part
thereof and to reconstruct a new building(s) the Sub-Lessor not requiring any payment from the
Sub-Lessee in respect thereof, and to sign and deliver forthwith to the Sub-Lessee all such plans
and other documents as the Sub-Lessee may require for the above purpose.
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2.3 Sub-Lessee's Peaceful Enjoyment
The Sub-Lessee paying the Rental and observing and performing the several covenants and
stipulations on its part herein contained shall peaceably hold and enjoy the said Land during the
said term without any interruption by the Sub-Lessor or any person rightfully claiming under or in
trust for him.
2.4 Sub-Lessee's Liberty to Underlet
The Sub-Lessee shall be at liberty to underlet or part with the possession of the said Land during
the said term or any part or renewal thereof to any other person for the purposes of operating a
petrol filling and service station.
3 CONDITIONS OF THE LEASE
It is expressly agreed between parties that this lease is conditional on the following:
3.1 Sub-Lessee Abiding With Covenants
If any covenants on the Sub-Lessee's part herein contained shall not be performed or observed or
if the Sub-Lessee shall go into liquidation (except for the purpose of reconstruction and/or
amalgamation) then and in any such case it shall be lawful for the Sub-Lessor at any time
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thereafter to re-enter upon the said Land or any part thereof in the name of the whole and
thereupon this Lease shall absolutely determine but without prejudice to the right of action of the
Sub-Lessor in respect of any breach of the Sub-Lessee's covenants herein contained.
3.2 Damage To Station
In case the building or any part thereof erected or constructed upon the said Land shall be
destroyed by fire tempest earthquake or other inevitable cause the Sub-Lessee shall have the
right to reconstruct a new petrol filling and service station and continue with the Lease OR be at
liberty by notice in writing to the Sub-Lessor notify its intention to terminate this Lease forthwith
and the Rental paid in advance by the Sub-Lessee under Clause 1 hereof, or a proportion thereof
which commensurates with the unexpired term under this Lease shall forthwith become
refundable from the Sub-Lessor to the Sub-Lessee.
3.3 Sub-Lessee's Property
Any erections, building, pumps, machinery, plant or other appliances or apparatus constructed or
erected upon the said Land by the Sub-Lessee during the said term hereby created or any
renewal thereof shall be and remain the property of the Sub-Lessee and the Sub-Lessee shall
have the right to remove the same at any time during the term hereby created or within a
reasonable period of the termination of this Lease whether by effluxion of time or otherwise
howsoever.
3.4 Discontinuing Station Business
If the Sub-Lessee shall fail to procure an unconditional approval and licence to use the said Land
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and the buildings erected thereon for the storage of petroleum products or for any of the other
usual or other purposes of a petrol filling and/or service station or having procured such a licence
if the same is cancelled withdrawn or not renewed unconditionally of if it shall become otherwise
unlawful or in the opinion of the Sub-Lessee impossible or impracticable to use the said Land and
the buildings erected thereon advantageously for any of such purposes then and in any such
cases the Sub-Lessee shall have the right upon giving one (1) month's notice in writing to the
Sub-Lessor of its intention so to do to determine this Lease and upon the expiry of such notice this
Lease shall cease and determine and the Sub-Lessor shall refund to the Sub-Lessee the
proportionate amount of the Rental which commensurates with the unexpired term under this
Agreement within fourteen (14) days of receipt of the notice from the Sub-Lessee.
3.5 Refund of Rental
The Rental paid in advance under Clause 1 hereof or a proportionate amount thereof which
commensurates with the unexpired term under this Lease shall forthwith become refundable to
the Sub-Lessee from the Sub-Lessor in the event of:-
a) the Sub-Lessor being in breach of any of the clauses under this Lease, or
b) it becoming unlawful or in the opinion of the Sub-Lessee impossible or impracticable to

use the said Land for the purpose of selling, storing and retailing of petroleum products
the selling of motor accessories or for any other usual or other purposes of a petrol filling
and service station; or
c) this Lease being terminated through no fault of the Sub-Lessee.
3.6 Assignment
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The Sub-Lessee reserves the right to assign the benefits and obligations of this Lease to
any third party or Company which is connected with or forms part of the Shell
Group of Companies operating in Malaysia and can assign to a party which is not part of the Shell
Group with consent of the Sub-Lessor, consent which shall not be unreasonably withheld. The
Sub-Lessor shall not assign the benefits and/or obligations of this Lease to any party without the
consent of the Sub-Lessee, consent which shall not be unreasonably withheld. During the term of
the Lease, the Sub-Lessor shall not charge the said Land to any party.
3.7 Sub-Lessee Unable To Use The Said Land
In the event of the Sub-Lessee not being able to use the said Land for the purposes mentioned in
this Lease either because of:-
a) compulsory acquisition by the Government or any other Local Authority of the whole or
part of the said Land; or
b) the Sub-Lessee being deprived of the use of the said Land as a result of any action by
any government or other Local Authority, then this Lease may be terminated by the Sub-
Lessee upon giving One (1) month's notice in writing to the Sub-Lessor and the said
advance rental paid to the Sub-Lessor in respect of any period after the date of
termination of the Lease shall be refunded forthwith by the Sub-Lessor to the Sub-Lessee
PROVIDED ALWAYS THAT notwithstanding the acquisition as aforesaid of a part only of
the said Land if the Sub-Lessee shall be desirous of continuing in occupation of the said
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Land remaining unacquired as Sub-Lessee the rental payable shall be adjusted to reflect
the new land area and any advance rental so paid in excess of the new rental shall be
refunded to the Sub-Lessee.
Notwithstanding anything contained herein, the Sub-Lessor and the Sub-Lessee shall be entitled to
claim for compensation in separate capacities as Sub-Lessor and Sub-Lessee, in the event of any
compulsory acquisition from the relevant authorities.
3.8 Notice
Any notice requiring to be served hereunder shall be sufficiently served on the Sub-Lessee or Sub-
Lessor if delivered or sent by registered post addressed to the Sub-Lessee or Sub-Lessor at the
address above given or by leaving it at the address above. Any notice sent by registered post shall
be deemed to have been given at the time when in the ordinary course of post it would be delivered
at the address to which it is sent.
3.9 Binding Agreement
This Lease shall be binding upon the successors in title and assigns of the Sub-Lessor and the
successors in title and assigns of the Sub-Lessee.
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3.10 Definitions
In this Lease where the context so admits:-
a) words importing the singular number shall include the plural number and vice versa.
b) words importing the male gender shall include the female and neuter gender.
3.11 Headings
Clause headings are strictly for the purpose of convenience and general reference only, and shall
not affect the meaning or interpretation of any of the provisions of this Agreement. Where the
sense requires words denoting the singular shall also include the plural and vice versa.
References to persons shall include firms and companies and vice versa. References to the male
gender shall include the female.
3.12 Option to Renew
If the Sub-Lessee shall desire to renew the said term upon the expiry thereof for a further term of
thirty (30) years the Sub-Lessee shall give the Sub-Lessor not less than three (3) months' notice
in writing of its intention to renew the Lease and the Sub-Lessor shall grant to the Sub-Lessee a
new lease of the said Land for a further term of thirty (30) years at a rental not exceeding the
prevailing market rate, and subject to the same conditions covenants and provisions contained
herein except this clause for renewal and Provided Always that the Sub-Lessor is able to procure
a renewal of the lease of the said Land from PKPS
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IN WITHNESS WHEREOF the parties have hereunto set their hands on the day and year first above
written.
The Common Seal of )

PKPS AGEO INDUSTRIES SDN BHD )
CO. NO. 226706-X) is affixed hereunto )
In the presence of :- )
………………………………………… …………………………………………
DIRECTOR DIRECTOR/SECRETARY
FULL NAME : FULL NAME :
NRIC NO : NRIC NO :
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SHELL MALAYSIA TRADING SDN BHD )
(6087 M) is affixed hereunto in the presence of:- )
………………………………………… …………………………………………
NRIC NO : NRIC NO :
SCHEDULE FOR RENTAL
TOTAL ADVANCE RENTAL
1 TOTAL RENTAL
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The Sub-Lessee shall pay to Syarikat Pengurusan Ladang Sdn Bhd (Co. No. 27122-T), a
company incorporated in Malaysia with its registered address at 8 th Floor, Plaza Perangsang,
Persiaran Perbandaran, 40675 Shah Alam, Selangor (hereinafter referred to as "SPL") yearly
rental of Ringgit Malaysia One Hundred and Five Thousand (RM105,000.00) only. The total rental
for the lease period of thirty (30) years is Ringgit Malaysia Three Million One Hundred and Fifty
Thousand (RM3,150,000.00) Only (hereinafter referred to as "the Total Rental") for the sub-
lease period of thirty (30) years, at the times and in the manner provided herein.
2 DEED OF ASSIGNMENT
In consideration of the Sub-Lessee at the request of the SPL paying the Total Rental in the
manner provided herein, the Sub-Lessor and SPL with the consent of PKPS agrees to create a
Deed of Assignment over the 14 November 2000 Agreement read with Supplemental Agreement
dated ......................in relation to the rights over the said Land in favour of the Sub-Lessee to
secure the repayment of the Total Rental and the due performance of the Agreement to Sub-
Lease at the cost and expense of the SPL.
3 FIRST PAYMENT
3.1 The Sub-Lessee will pay a sum of Ringgit Malaysia Three Hundred and Fifteen Thousand
(RM315,000.00) amounting to ten per cent (10%) of the total Rentals to Catherine Choong & Co,
Advocates & Solicitors, of B-7-1, 7 th Floor, Megan Phileo Avenue, No 12 Jalan Yap Kwan Seng,
50450 Kuala Lumpur ("the Stakeholder") as Stakeholders within fourteen (14) days of receipt of:
(a) execution of this Agreement subject to the deposit of the original copy of the 14 November
2000 Agreement;;
(b) receipt by the Sub-Lessee of the Deed of Assignment duly executed by both parties and
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consented to by endorsement of the consent by PKPS and PKPS Agro;
(c) a copy of the PKPS offer letter to the Sub-Lessor;
(d) receipt of the PKPS Consent and PKPS Agro Consent;
(e) receipt by the Sub-Lessee of 3 sets of certified true copies of the Sub-Lessor's M&A,
Directors' Resolution authorising Agreement to Sub-Lease and this transaction, Deed of
Assignment of the Sub Lease in favour of the Sub-Lessee and Form 24 and 49;
(f) the receipt by the Sub-Lessee of the duly completed Appendix A/95 and all the relevant
documents necessary for submission of the application for the FIC Approval; and
(g) notification by SPL that all the conditions of this clause have been fulfilled and that
payment is now due.
The Stakeholders shall immediately upon receipt of the First Payment pay to SPL the total amount
received being part rental for the Sub-Lease of the said Land.
4 SECOND PAYMENT
The Sub-Lessee shall pay to SPL the sum of Ringgit Malaysia One Million Two Hundred And Sixty
Thousand Five Hundred (RM1,260,000.00) only being 40% of the Total Rental within fourteen (14)
days of :-
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(a) receipt of the original document of title to the said Land with the use of land as Petrol
Station duly endorsed;
(b) confirmation that all the lease rentals due from SPL to the Sub-Lessor have been fully
settled; and
(c) notification by SPL that all conditions of this clause and clauses 2 and 3 have been
fulfilled and that payment is now due.
In the event that the lease rentals due to the Sub-Lessor has not been paid in full, the Sub-Lessee
shall be authorized to utilize the Second Payment (if necessary) to pay to the Sub-Lessor any lease
rentals due to the Sub-Lessor.
5 THIRD PAYMENT
The Sub-Lessee will pay to SPL the sum of Ringgit Malaysia Four Hundred Seventy Two
Thousand Five Hundred (RM472,500.00) only being 15% of the Total Rental within fourteen (14)
days of:-
(a) receipt by the Sub-Lessee of the approved Development Order and Access Approvals; and
(b) notification by SPL that all the conditions of this clause, have been fulfilled and that payment
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is now due.
(c) confirmation that all the lease rentals due from SPL to the Sub-Lessor have been fully
settled;
In the event that the lease rentals due to the Sub-Lessor has not been paid in full, the Sub-Lessee
shall be authorized to utilize the Third Payment (if necessary) to pay to the Sub-Lessor any lease
rentals due to the Sub-Lessor.
6 FOURTH PAYMENT
The Sub-Lessee will pay to SPL the sum of Ringgit Malaysia Four Hundred Seventy Two
Thousand Five Hundred (RM472,500.00) only being 15% of the Total Rental within fourteen (14)
days of:-
(a) receipt of the approved Building Plans Approval; and
(b) completion of and acceptance of vacant possession of the said Land by Shell
(c) notification by SPL that all the conditions of this clause, clauses 2, 3, 4 and 5 have been
fulfilled and that payment is now due.
7. FIFTH PAYMENT
The Sub-Lessee will pay to SPL the sum of Ringgit Malaysia Three Hundred Fifteen Thousand
(RM315,000.00) only being 10% of the Total Rental within fourteen (14) days of:-
(a) receipt by the Sub-Lessee of the FIC approval; and
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(b) receipt by the Sub-Lessee of the State Consent; and
(c) notification by SPL that all the conditions of this clause, clauses 2, 3, 4, 5 and 6 have
8 FINAL PAYMENT
The Sub-Lessee will pay to SPL the sum of Ringgit Malaysia Three Hundred And Fifteen
Thousand (RM315,000.00) only being 10% of the Total Rental, within fourteen (14) days of:-
(a) presentation for registration and registration of the sub-lease in favour of the Sub-Lessee
at the relevant Land Office/Registry;
(b) notification by SPL that all the conditions of this clause, clauses 2, 3, 4 ,5 , 6 and 7 have
9. RELEASE OF PAYMENTS
9.1 Deeming Clause
All payments made to the Sub-Lessor and/or PKPS shall be deemed made to SPL pursuant to the
Agreement to Sub-Lease.
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APPENDIX D
INFRASTRUCTURE
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APPENDIX E
POWER OF ATTORNEY
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A POWER OF ATTORNEY given on the day of 20

by PERBADANAN KEMAJUAN PERTANIAN SELANGOR, a body corporate incorporated under the
PKPS Enactment (No. 12 of 1982 (Amendment)) and with its registered address at 8 th Floor, Plaza
Perangsang, Persiaran Perbandaran, 40675 Shah Alam, Selangor (hereinafter called "the
Principal")
WHEREAS:
(a) The Principal is the registered owner of all that land measuring 91.169 hectares held under
HS(D) 132491 PT 10275 Mukim and District of Petaling (hereinafter referred to as "the Main
Land")
(b) By an agreement dated 31st March 2000 (hereinafter referred to as "the Main Lease
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Agreement") the Principal has granted to PKPS AGRO INDUSTRIES SDN BHD (226706-X),
a company incorporated in Malaysia with its business address at 7 th Floor, Plaza Perangsang,
Persiaran Perbandaran, 40675 Shah Alam, Selangor (hereinafter referred to as "PKPS
Agro") the lease of all the Main Land with vacant possession for a period of thirty (30) years
with effect from 1st July 2000 with an extension of thirty (30) years and further extension of
thirty (30) years and final extension of eight (8) years upon the terms and subject to the
conditions expressed or implied in the document of title thereto and upon the terms and
subject to those conditions therein contained.
(c) The Principal has successfully divided the Main Land into a few parcels with agriculture use
and one of the parcels is now held under HS(D) 138917 PT 49053 Mukim & District of
Petaling State of Selangor measuring approximately 211,537 square metres, a leasehold
expiring 27-5-2098 (hereinafter referred to as "the Land").
(d) By an agreement dated 14tth November 2000 (hereinafter referred to as "the 14th November
2000 Agreement") made between PKPS Agro of the one part and SYARIKAT
PENGURUSAN LADANG SDN BHD (27122-T), a company incorporated in Malaysia with its
registered address at 8th Floor, Plaza Perangsan, Persiaran Perbandaran, 40675 Shah Alam,
Selangor (hereinafter referred to as "SPL") of the other part, PKPS Agro granted a sub-lease
and SPL agreed to take a sub-lease of two (2) portions of the Land more particularly
delineated and shaded RED and GREEN respectively on the Layout Plan annexed to the 14 th
November 2000 Agreement (hereinafter referred to as "the 2 Lots") for the sole purpose of
having two petrol filling/service station (hereinafter referred to "the Petrol Stations") upon the
terms and subject to the conditions hereinafter appearing.
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(e) By a Supplemental Agreement dated made between PKPS Agro of the

one part and SPL of the other part, it was mutually agreed that only the Petrol Station marked
Green (hereinafter referred to as "the Green Plot") is sub-leased to SPL.
(f) By an agreement dated. …………….......................................... (hereinafter referred to as "the

Agreement To Sub-Lease") made between SPL of the one part and and SHELL MALAYSIA
TRADING SDN BHD (Co. No. 6087-M), a company incorporated in Malaysia and having its
registered office at Bangunan Shell Malaysia, Off Jalan Semantan, Damansara Heights,
50490 Kuala Lumpur and a place of business at the same address (hereinafter referred to as
"Shell") of the other part, SPL agreed to grant a sub-lease and Shell agreed to take up the
sub-lease of the Green Plot for use as a petrol filling and service station with a convenience
store and a third party fast food outlet, commencing thirty (30) days upon the issuance of the
document of title to the Green Plot with the category of land use as Petrol Station and after
the conditions as contained in Clause 4.4 of the 14 th November 2000 Agreement has been
fulfilled (hereinafter referred to as "the Commencement Date") for a period of Thirty (30)
years free from all encumbrances and restraints and with vacant possession subject to the
terms and conditions contained in the Agreement to Sub-Lease and in the Sub-Lease
Annexure.
(g) SPL shall obtain the written consent from the Principal and PKPS Agro to consent to SPL
entering into the Agreement to Sublease the Green Plot to Shell and for a direct sub-lease
from PKPS Agro to Shell.
(h) A separate document of title to the Green Plot has not been issued.
(i) The Green Plot is approved for the Petrol Station Use and upon the issuance of the separate
document of title the Green Plot shall have the express condition endorsed thereon that the
Green Plot is to be only used as a petrol filling and service station.
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(j) The Green Plot shall have a restriction in interest as follows:
"Tanah ini tidak boleh dipindahmilik dipajak atau digadai melainkan dengan kebenaran pihak
Berkuasa Negeri" (hereinafter referred to as "Restriction in Interest").
(k) Shell is desirous of carrying on upon the Green Plot business or trade of reselling petroleum
products, servicing, maintenance and repair of motor vehicles and of operating a service
station and or conducting all other business incidental and/or in relation thereto including a
convenience store.
(I) For the purpose of the above trade, Shell intends to construct upon the Green Plot or
renovate such buildings or structures existing thereon and to install all such equipment
apparatus pumps tanks canopies machines shelters etc. to form a petrol and service station
(hereinafter collectively called "the Station") upon receipt of the relevant approvals set out in
the Agreement to Lease.
(m) It is a condition of the Agreement to Sub-Lease for the Principal to execute a power of
attorney in favour of Shell.
NOW THIS DEED WITNESSETH that the Principal do appoint Shell and/or any one of more of its
directors, company secretary and/or other duly authorised officers to be his lawful attorney for him
and in his name and for his benefit to perform the following acts :-
1. To make and sign applications to the appropriate governmental departments, local authorities
or other competent authority for all or any licences, permissions and consents required by any
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act of Parliament, order, statutory instrument, regulation, bye law or otherwise in connection
with the Station.
2. To submit plans and applications and/or to apply for and obtain permissions approvals or give
any necessary notification to the appropriate authorities as required by any Act of Parliament,
order, statutory instrument, regulation, bye-law or otherwise in respect of any renovations
and/or improvements thereto.
3. For the Principal and in its name to make, give, execute, withdraw, authorise, permit, oppose
and take all necessary action in connection with all such applications, notices, deposits,
searches and other matters under or for the purpose of the National Land Code or any statute
modifying, extending or enacting the same or any rules made thereunder as the Principal
himself might do or authorise to be done in connection with the Station.
4. To give such notices, make such claims and to institute any or other legal proceedings in any
court or to submit to arbitration for a purpose necessary to preserve his rights and property in
connection with the Station and to defend all actions or other legal proceedings that may be
brought against the Principal in connection with the Station and to prosecure, discontinue or
compromise all such actions and to levy execution as he or his legal advisers shall think fit.
5. For all or any of the purposes of this deed to do all such acts and things whatsoever as may
be necessary or expedient in connection with the construction, improvement and
maintenance of the Station complete with facilities upon the said Land.
IN WITNESS WHEREOF the principal has hereunto set his hand on this day of 20__
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PERBADANAN KEMAJUAN PERTANIAN SELANGOR )
Was affixed in accordance with the PKPS enactment )
(No. 12 of 1972 and No. 7 of 1982 Amendment )
The presence of :- )
………………………………………… …………………………………………
NRIC NO : NRIC NO :
I, ……………………………………………………………………………….an Advocate and solicitor of the

High court of Malaya practicing at …………………………………… hereby certify that on this ………… day
of ………………… 20__ , the Common Seal of PERBADANAN KEMAJUAN PERTANIAN SELANGOR
was duly affixed to the abovewritten instrument in my presence in accordance with the regulations of the
said Company.
Dated This day of 20__
Witness my hand,
AND the Principal hereby declares that the power of attorney hereby created shall be irrevocable from
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the date hereof until termination of the Agreement to Lease by Shell in accordance with the provisions
thereof or after the expiration of the Lease defined in the Agreement to Lease or, if the Lease is
renewed, the expiration of any renewal thereof.
AND the Principal hereby undertakes to ratify and confirm whatsoever his said Attorney shall lawfully
do or cause to be done by virtue of this power of attorney.
APPENDIX F
DEED OF ASSIGMENT
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THIS ASSIGNMENT is made the day of 20
BETWEEN
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PKPS AGRO INDUSTRIES SDN BHD (226706-X), a company incorporated in Malaysia with its
business address at 7th Floor, Plaza Perangsang, Persiaran Perbandaran, 40675 Shah Alam,
Selangor (hereinafter referred to "the Assignor") of the first part
AND
SYARIKAT PENGURUSAN LADANG SDN BHD (Co. No. 27122-T), a company incorporated in
Malaysia with its registered address at 8th Floor, Plaza Perangsang, Persiaran Perbandaran,
40675 Shah Alam, Selangor (hereinafter referred to as "SPL") of the second part
AND
SHELL MALAYSIA TRADING SDN BHD (Co. No. 6087-M), a company incorporated in Malaysia
and having its registered address at Bangunan Shell Malaysia, Off Jalan Semantan, Damansara
Heights, 50490 Kuala Lumpur (hereinafter referred to as "the Assignee") of the third part.
CLAUSE 1
RECITALS
1.1 THE LAND
(a) PERBADANAN KEMAJUAN PERTANIAN SELANGOR, a body corporate

incorporated under the PKPS Enactment ( No 12 of 1972 and No 7 of 1982
(Amendment)) and with its registered address at 8th Floor, Plaza Perangsang,
Persiaran Perbandaran, 40675 Shah Alam, Selangor Darul Ehsan (hereinafter
referred to as "PKPS") is the registered owner of all that land measuring 91.169
hectares held under HS(D) 132491 PT 10275 Mukim and District of Petaling
(hereinafter referred to as "the Main Land").
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(b) By an agreement dated 31st March 2000 (hereinafter referred to as "the Main
Lease Agreement") PKPS has granted to the Assignor the lease of all the Main
Land with vacant possession for a period of thirty (30) years with effect from 1 st
July 2000 with an extension of thirty (30) years and further extension of thirty (30)
years and final extension of eight (8) years upon the terms and subject to the
conditions expressed or implied in the document of title thereto and upon the
terms and subject to those conditions therein contained.
(c) PKPS has successfully divided the Main Land into a few parcels with agriculture
use and one of the parcels is now held under HS(D) 138917 PT 49053 Mukim &
District of Petaling State of Selangor measuring approximately 211,537 square
metres, a leasehold expiring 27-5-2098 (hereinafter referred to as "the Land").
(d) By an agreement dated 14tth November 2000 made between the Assignor of the
one part and SPL of the other part (hereinafter referred to as "the 14th
November 2000 Agreement") the Assignor granted a sub-lease and SPL
agreed to take a sub-lease of two (2) portions of the Land more particularly
delineated and shaded RED and GREEN respectively on the Layout Plan
annexed to the 14th November 2000 Agreement (hereinafter referred to as "the 2
Lots") for the sole purpose of having two petrol filling/service station (hereinafter
referred to "the Petrol Stations") upon the terms and subject to the conditions
hereinafter appearing.
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(e) By a Supplemental Agreement dated made between the

Assignor of the one part and SPL of the other part, it was mutually agreed that
only the Petrol Station marked Green is sub-leased to SPL.
(f) SPL shall obtain the written consent from PKPS and the Assignor to consent to
SPL entering into the Agreement to Sublease the Petrol Station marked Green
(hereinafter referred to as "the Green Plot") to the Assignee and for a direct
sub-lease from the Assignor to the Assignee.
(g) A separate document of title to the Green Plot has not been issued.
(h) The Green Plot is approved for the Petrol Station Use and upon the issuance of
the separate document of title the Green Plot shall have the express condition
endorsed thereon that the Green Plot is to be only used as a petrol filling and
service station.
(i) The Green Plot shall have a restriction in interest as follows:
"Tanah ini tidak boleh dipindahmilik dipajak atau digadai melainkan dengan
kebenaran pihak Berkuasa Negeri" (hereinafter referred to as "Restriction in
Interest")
1.2 THE AGREEMENT TO SUB-LEASE
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By an agreement dated ...................................................... (hereinafter referred to as "the

Agreement To Sub-Lease") made between SPL of the one part and the Assignee of the
other part, SPL agreed to grant a sub-lease and the Assignee agreed to take up the sub-
lease of the Green Plot for use as a petrol filling and service station with a convenience
store and a third party fast food outlet, commencing thirty (30) days upon the issuance of
the document of title to the Green Plot with the category of land use as Petrol Station and
after the conditions as contained in Clause 4.4 of the 14 th November 2000 Agreement
has been fulfilled (hereinafter referred to as "the Commencement Date") for a period of
Thirty (30) years free from all encumbrances and restraints and with vacant possession
subject to the terms and conditions contained in the Agreement to Sub-Lease and in the
Sub-Lease Annexure.
1.3 EXECUTION OF THE ASSIGNMENT
By the terms of the Agreement to Sub-Lease, it was agreed, inter alia, that the Assignee
at the request of SPL pay the sum of Ringgit Malaysia Three Million One Hundred And
Fifty Thousand (RM3,150,000-00) only (hereinafter referred to as "the Total Rental") to
SPL in the manner provided in Schedule 4 Clauses 3 to 8 of the Agreement to Sub-
Lease. SPL with the consent of PKPS and the Assignor has agreed to assign all the
rights and benefit to the 14th November 2000 Agreement to the Assignee as a security for
the performance of SPL's obligations and covenants in accordance with the terms and
conditions in the Agreement to Sub-Lease.
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CLAUSE 2
DEFINITIONS AND INTERPRETATION
2.1 DEFINITIONS USED IN THE SECOND AGREEMENT TO BE APPLICABLE
Subject to the provisions of Clause 2.2, the expressions used in this Assignment have,
unless repugnant to the context, the same meanings as defined in the Agreement to
Sub-Lease.
2.2 DEFINITIONS AND INTERPRETATIONS

(1) In this Assignment unless the context otherwise requires, the following words and
expressions shall have the following meanings:-
Words Meanings
"the Green Plot" Petrol Station Site on part of land held under HS(D)
138917 PT No. 49053 Mukim & District of Petaling
measuring approximately 43,560 square feet.
"the Total Rental" All money owing and payable by the Assignee under or
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pursuant to the Agreement to Sub-Lease.
(2) Words denoting the singular number include the plural number and vice versa
and where there are two or more persons included in the expression "the
Assignor" covenants expressed to be made by the Assignor shall be deemed to
be made by such persons jointly and severally.
(3) Words importing the neuter gender include the masculine and feminine gender
and vice versa.
(4) Words applicable to a natural person include any body or persons company
corporation firm or partnership corporate or unincorporate and vice versa.
(5) The headings and sub-headings in this Assignment are inserted merely for
convenience of reference only and shall be ignored in construing the provisions
of this Assignment.
(6) References to Clauses and Schedules are to be construed as references to

Clauses and Schedules to this Assignment.
(7) References to the provisions of any legislation includes a reference to any
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statutory modification and re-enactment thereof.
(8) Any liberty or power which may be exercised or any determination which may be
made hereunder by the Assignee may be exercised or made in the Assignee's
absolute and unfettered discretion and the Assignee shall not be under any
obligation to give any reason therefore to the Assignor.
(9) Any reference to an agreement, contract or document includes any amendments

or variations thereto from time to time executed supplemental thereto or in
substitution thereof.
CLAUSE 3
COVENANT TO PAY
3.1.1 COVENANT TO PAY
SPL will on demanc repay atad pay to the Assignee the Total Rental in accordance with
this Assignment.
CLAUSE 4
ASSIGNMENT
4.1 ASSIGNMENT
(a) Pursuant to the terms of the Agreement to Sub-Lease and in consideration of the
Assignee having agreed to enter into the Agreement to Sub-Lease, the Assignor
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as beneficial owner hereby assigns absolutely to the Assignee the Green Plot
together with the Assignor's right of enforcement thereof.
(b) the Assignor and SPL shall remain fully liable to perform all the obligations of the
Assignor and SPL assumed under the Main Agreement and the 14 th November
2000 Agreement and the Assignee shall be under no obligation of any kind
whatsoever under the Main Agreement and the 14 th November 2000 Agreement
or be under any liability whatsoever in the event of any failure by the Assignor
and/or SPL to perform the obligations of the Assignor and/or SPL thereunder;
(c) PKPS shall continue to give or receive instructions to or from the Assignor and
SPL and in all other respects deal with and look to the Assignor and SPL as its
contracting party until the Assignee shall otherwise notify PKPS; and
(d) upon SPL fulfilling its obligations under the 14 th November 2000 Agreement, the
Assignee shall reassign to SPL the 14th November 2000 Agreement at the sole
cost and expense of the Assignee.
4.2 NOTICE OF ASSIGNMENT
The Assignor and SPL hereby agrees, covenants and undertakes to the Assignee that
the Assignor and SPL shall forthwith upon execution of this Assignment and the
Agreement to Sub-Lease deliver or cause to be delivered to PKPS notice of this
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Assignment and shall use its best endeavours to cause PKPS to deliver to the Assignee
an acknowledgement in the form contained in the Schedule.
4.3 POWER UPON DEMAND
Upon the expiration of fourteen (14) days from the date of demand of the Assignee for
payment of the Total Rental, the Assignee shall be entitled but shall not be bound to
exercise all or any of the rights and powers following:-
(a) the right to take possession of the Green Plot, if the Assignee is not in
possession without being liable as a chargee in possession;
(b) the right to exercise or enforce all or any of the rights title interest and benefits of
the Assignor under the 14th November 2000 Agreement;
(c) the right to let lease or demise the Green Plot for such tenancy or term of years
at such rent and generally upon such terms as the Assignee in its absolute
discretion shall think fit PROVIDED ALWAYS that the Assignee may without
prejudice to the right aforesaid continue to let lease or demise the Green Plot to
such occupants as the Assignee shall in its absolute discretion determine and
shall be entitled to collect all rentals or such increased rental as the case may be
and other charges thereto notwithstanding any other provision of this
Assignment;
(d) the right and power to sell, assign, charge or in any manner whatsoever dispose
of or deal in the 14th November 2000 Agreement as the absolute unencumbered
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Assignor thereof and to apply the proceeds of sale in or towards the satisfaction
of the Total Rental and all costs of and occasioned by such sale or sales, the
payment to the relevant authorities of all quit rent, assessment, drainage, rates
and other outgoings payable in respect of the Green Plot, the payment of all
service charges and maintenance fees payable in respect of the Green Plot and
all costs expenses dues and fees including the Assignee's solicitors' costs on an
indemnity basis and fees of any valuer or real estate agent and the Assignee
shall only pay to the Assignor or such other person or party entitled thereto the
balance (if any) of the proceeds of such sale or sales after deduction of all such
sums aforesaid and no assignee or purchaser from the Assignee shall be
concerned to ascertain whether or not any such default has actually arisen so as
to entitle the Assignee to exercise its powers of sale or assignment.
AND the Assignor shall and hereby expressly agrees covenants and undertakes to do
and execute all acts deeds instruments and things which the Assignee may require or
stipulate for the purposes of effecting and or completing anything and or any transaction
mentioned in this Clause or in respect of the 14 th November 2000 Agreement.
4.4 DISCHARGE OF PURCHASERS
Upon any sale, charge, lease, disposal or dealing of or in any of the 14 th November 2000
Agreement and upon any other dealing or transaction under the provisions herein
contained the receipt of the Assignee for the purchase money or other money of the
property sold or leased or charged or disposed and for any other moneys paid to it shall
effectually discharge the purchaser or person paying the same therefrom and from being
concerned to see to the application or being answerable for the loss or misapplication
thereof.
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4.5 DEFICIENCY IN PROCEEDS
If the amount realised by the Assignee in a sale of the 14 th November 2000 Agreement or
in the course of the exercise of its powers under this Assignment after deduction and
payment from the proceeds of such sale of all fees dues costs rents rates taxes and other
outgoings on the Green Plot is less than the amount due to the Assignee arid whether at
such sale the Assignee is the purchaser or otherwise the Assignor shall pay to the
Assignee the difference between the amount due and the net amount so realised on
demand and until such payment will also pay interest on such difference at the Default
Rate up to the date such difference together with all accrued interest thereon is actually
received in full by the Assignee AND any interest payable which is not paid shall itself
• bear interest at the end of every month PROVIDED THAT nothing herein contained shall
be construed as imposing any obligation (whether at law or in equity) upon the Assignee
to exhaust its remedy to sell the 14 th November 2000 Agreement before commencing any
separate action or before enforcing any other remedies or exercising any other rights
against the Assignor AND the Assignor hereby irrevocably and unconditionally agrees
and consents to the Assignee commencing separate proceedings, enforcing other
remedies and exercising any other rights which the Assignee may have against the
Assignor prior to or simultaneously with and without having exhausted its right to sell or to
proceed against the 14th November 2000 Agreement or to realise its security hereunder.
4.6 ENQUIRY BY THIRD PARTIES
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No person dealing with the Assignee or its attorneys or agents shall be concerned to
enquire whether the security hereby constituted has become enforceable or whether the
power exercised or purported to be exercised has become exercisable or whether any
moneys remain due upon the security of this Assignment or to see to the application of
any money paid to the Assignee or its attorneys or agents and in the absence of fraud on
the part of such person such dealing shall be deemed so far as regards the safety and
protection of such person to be within the powers hereby conferred and to be valid and
effectual accordingly and the remedy of the Assignor in respect of any irregularity or
impropriety whatsoever in the exercise of such power shall be in damages only.
4.7 PRESERVATION OF ASSIGNOR'S LIABILITIES AND OBLIGATIONS
The Assignor shall and hereby expressly agrees covenants and undertakes:-
(a) to be responsible for and to pay to PKPS any moneys whatsoever and
howsoever payable by the Assignor in respect of the Green Plot;
(b) to take all steps necessary or advisable to secure the due performance by PKPS
of the obligations of PKPS under the Main Agreement and the 14 th November
2000 Agreement;
(c) to promptly and diligently perform and comply with the obligations on the part of
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the Assignor contained in the 14 th November 2000 Agreement, notify the

Assignee of any breach of or default of which the Assignor has knowledge under
the 14th November 2000 Agreement and institute and prosecute all such
proceedings as may be necessary or advisable to preserve or protect the interest
of the Assignor and the interest of the Assignee in the 14 th November 2000
Agreement;
(d) to forthwith upon the receipt or delivery by the Assignor of a notice under the 14 th
November 2000 Agreement, deliver a certified copy of such notice to the
Assignee;
(e) not to make or agree to any variation, modification, cancellation, termination or

repudiation of the 14th November 2000 Agreement or release PKPS from the
obligations of PKPS under the 14 th November 2000 Agreement or any breach of
the same except as provided in this Assignment or as otherwise approved in
writing by the Assignee;
(f) not to make or agree to any claim that the 14 th November 2000 Agreement is
frustrated or invalid unless otherwise approved in writing by the Assignee;
(g) not to take or omit to take any action the taking or omission of which may result
in any alteration or impairment of the 14 th November 2000 Agreement or this
Assignment or of any of the rights created thereby or hereby;
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(h) not to exercise any right or power conferred on the Assignor by the 14 th
November 2000 Agreement in any manner which is adverse to the interest of the
Assignee under the 14th November 2000 Agreement or this Assignment;
(i) to do or permit to be done each and every act or thing which the Assignee may
from time to time require to be done for the purpose of enforcing the rights of the
Assignee under this Assignment and allow the name of the Assignor to be used
as and when required by the Assignee for that purpose; and
(j) to indemnify the Assignee against all claims demands actions fines penalties and
legal proceedings whatsoever made against or charged or imposed upon the
Assignee by PKPS or any person body or corporation whatsoever arising from or
in connection with any act or omission done or omitted to be done by the
Assignor in or on or in respect or pertaining to the Green Plot.
4.8 RESTRICTION AGAINST OTHER ASSIGNMENTS CHARGES
The Assignor hereby declares that there is no previous security interest of the 14 th
November 2000 Agreement and:-
(a) The Assignor shall not during the subsistence of this Assignment without the
consent in writing of the Assignee create any security interest of the 14 th
November 2000 Agreement.
(b) This Assignment shall be without prejudice to any security already given by the
Assignor to the Assignee or any security which may hereafter be given to the
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Assignee for securing repayment and payment of the Total Rental and whether
such security is taken as additional or collateral security or otherwise howsoever.
4.9 CUSTODY OF THE 14th NOVEMBER 2000 AGREEMENT
During the continuance of this Assignment, the Assignee shall have custody and
possession of the original, signed and stamped copy of the 14 th
November 2000
Agreement.
4.10 DELIVERY OF VACANT POSSESSION
When the power of sale granted under Clause 4.3(4) hereof becomes exercisable by the
Assignee the Assignor hereby declares and agrees that the Assignor will give vacant
possession of the Green Plot to the Assignee or any person authorised by it, immediately
on receiving written demand from the Assignee.
4.11 THE ASSIGNEE NOT BOUND TO TAKE ACTION
The Assignee shall not be under any obligation to the Assignor to take any action or to
enforce any rights title interest and benefits hereby assigned and shall not be under any
obligation to the Assignor by reason of the Assignee having abstained from taking or
continuing any such action or steps.
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4.12 THE ASSIGNEE MAY COMPROMISE
The Assignee shall in the event of default by the Assignor of the terms of the- Agreement
to Sub-Lease be entitled on behalf of the Assignor to enter into any settlement or
arrangement or accept any compositions or grant any waiver or time in relation to the 14 th
November 2000 Agreement without the concurrence of the Assignor and such settlement
or arrangement or composition or waiver or granting of time shall be binding on the
Assignor.
4.13 CONTINUING SECURITY
The security herein created is expressly intended to be and shall be a continuing security
for the Total Rental.
4.14 FURTHER ASSURANCE
The Assignor shall from time to time and at any time, whether before or after the security
hereby constituted shall have become enforceable, execute and do all such transfers,
assignments, assurances, acts and things as the Assignee may reasonably require for
perfecting or further assuring the security intended to be hereby constituted and for
facilitating the realization of the 14th November 2000 Agreement and the exercise by the
Assignee of all the powers, authorities and discretions thereby conferred on the Assignee
and the Assignor shall also give all notices, orders and directions which the Assignee
may think expedient. For such purposes a certificate in writing signed by or on behalf of
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the Assignee to the effect that any particular transfer, assignment, lease , sub-lease,
assurance, act or thing required by it is reasonably required shall be conclusive evidence
of the fact.
CLAUSE 5
COVENANTS IN RESPECT OF THE GREEN PLOT
5.1 COVENANTS IN RESPECT OF THE GREEN PLOT
The Assignor further covenants with the Assignee that, unless the Assignee shall agree
otherwise in writing, the Assignor will during the continuance of this Assignment:-
5.1.1 Payment of Outgoings
Punctually pay all existing and future quit rents, assessments, rates, taxes,
charges, impositions and all other outgoings whatsoever which are now or may
at any time during the continuance of this Assignment be chargeable or payable
in connection with or arising out of the said Green Plot or of the Assignor's
business as and when the same shall become due and payable and deposit or
cause to be deposited with the Assignee the original of such receipts or other
evidence of payment thereof and obtain all necessary licenses and comply with
all regulations relating to the carrying on of such business and the Assignor shall
produce to the Assignee the receipts for all such payments as aforesaid. In the
event of the Assignor failing to pay any money herein covenanted to be paid, it
shall be lawful for but not obligatory upon the Assignee to pay the same or any
part thereof and all moneys expended by the Assignee shall be recoverable from
the Assignor and shall be paid on demand being made by the Assignee.
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5.1.2 Repair and Maintenance
Keep the Green Plot in good and substantial repair and comply with all notices
and orders served on the Assignor by any competent or other public or local
authority in respect of repairs sanitary installation sewerage road-making or
otherwise. The Assignor will permit the Assignee or its agents with or without
workmen and others at all reasonable times of the day to enter into or upon the
Green Plot and examine the state and condition thereof and will forthwith repair
and make good all defects and wants of reparation of which notice in writing shall
be given to the Assignor by the Assignee. In default whereof it shall be lawful for,
but not obligatory upon the Assignee and without being liable as a chargee in
possession, at any time to enter upon the Green Plot and to effect such repairs
as may be necessary and all moneys expended by the Assignee shall be repaid
by the Assignor on demand for the same being made by the Assignee.
5.1.3 Information On Matters Affecting Security
Inform the Assignee of any application demand notice order or any other
whatsoever notice document or transaction (including but not limited to any
notice from any planning, local government, public health, sanitary, housing or
other authority) in any way affecting concerning or touching the Green Plot
forthwith upon the issue publication service or occurrence thereof (time being of
essence in respect hereof) and produce the same to the Assignee if called upon
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so to do AND the Assignor shall do all acts and take all steps to safeguard and
preserve the Green Plot or the title or ownership thereof AND the Assignor
agrees that the Assignee may if it thinks fit and on behalf or in the name and at
the expense of the Assignor do all such acts and employ all such person as the
Assignee shall deem fit for the purpose of safeguarding and preserving the
Green Plot AND also shall without delay and within the period prescribed by such
notice take all reasonable and necessary steps to comply with the provisions of
such notice or order and also may on the Assignor's own accord or shall at the
request of the Assignee and at the Assignor's cost make or join with the
Assignee in making such objections or representations against or supporting any
such proposal or such notice or order as the Assignee shall deem expedient.
5.1.4 User Of Building And Land
The Assignor will at no time during the continuance of this Assignment allow the
Green Plot to be used for any purpose other than those for which the same has
been built or to become so crowded with persons residing thereon or therein
(whether such residence be of a permanent or temporary nature) so as to
adversely affect this security and a certificate under the hand of any Director or of
the Secretary, Surveyor, Solicitors, Architects or other officer or attorney of the
Assignee for the time being that overcrowding as aforesaid or any user thereof
by the Assignor has occurred and has adversely affected or is calculated to

adversely affect this security shall be final and binding on the Assignor. Upon
receipt of the certificate as aforesaid the Assignor shall forthwith discontinue
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such user.
5.1 5 Dealings With Security
Not sell, lease, sub-lease, transfer, charge or otherwise howsoever deal with the
14th November 2000 Agreement or any interest therein or make the same subject
to any security interest whatsoever or make any application for the alteration of
the category of land use or for the imposition of any fresh category of land use in
respect of the Green Plot or for rescission removal or amendment of any
condition or restriction affecting the Green Plot without the written consent of the
Assignee first had and obtained.
5.1.6 Not To Part With Possession
Not lease or let out or grant any license or otherwise howsoever part with the
possession or make or accept the surrender of any lease whatsoever of or in
respect of the 14th Novmeber 2000 Agreement to any person firm or company
without the consent in writing of the Assignee first had and obtained which
consent may be given or refused without assigning any reason therefor either
absolutely or on such terms and conditions as the Assignee deems fit and the
decision of the Assignee shall be final an conclusive and shall not be questioned
on any account whatsoever.
5.1.7 Demolition Of Or Improvement On Building
Will not at any time during the continuance of this Assignment without the
previous consent in writing of the Assignee demolish or cause to be demolished
any building or erection or any part thereof on the Green Plot or erect make or
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maintain or suffer to be erected made or maintained on the Green Plot any

additional erection or improvement or make or suffer to be made any material
change alteration or addition whatsoever in or to the use of the Green Plot and
also if the Assignee shall consent as aforesaid will duly apply for all necessary
permissions as required by law and will give the Assignee immediate notice of
such permissions if granted and also that the Assignor will at all times indemnify
and keep indemnified the Assignee against all proceedings costs expenses
claims and demands whatsoever in respect of and arising out of the said
application and will forthwith at the Assignee's request replace or make good any
such pulling down, demolition, removal or alteration made without the consent of
the Assignee.
5.1.8 Compliance With Land Title Conditions
The Assignor shall observe and comply with any conditions covenants
restrictions and category of land use express or implied binding on the Green
Plot and will not do or omit to do or suffer to be done or omitted any act matter or
thing in or in respect of the Green Plot or any part thereof which shall contravene
the provisions of any act. Ordinance order rule regulation or law now or hereafter
affecting the same and will at all times hereafter indemnify and keep the
Assignee indemnified against all claims demands actions proceedings costs and
expenses in respect of any such act matter or thing done or omitted to be done in
contravention of such provisions.
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CLAUSE 6
MISCELLANEOUS
6.1 WAIVER
Time shall be of the essence of this Assignment but no failure or delay on the part of the
Assignee in exercising nor any omission to exercise any right upon any default on the
part of the Assignor shall impair any such right, power, privilege or remedy or to be
construed as a waiver thereof or an acquiescence in such default nor shall any waiver or
action by the Assignee in respect of any default or any acquiescence in any such default
affect or impair any right, power, privilege or remedy of the Assignee in respect of any
other or subsequent default.
6.2 RIGHTS AND REMEDIES ENFORCEABLE WITHOUT PRIOR RECOURSE
The rights and remedies of the Assignee under this Assignment may be enforced without
first having recourse to any other security or guarantee and without taking any steps or
proceedings against any surety or person or party.
6.3 ASSIGNMENT AND BINDING EFFECT
This Assignment shall be binding upon, and enure to the benefit of the parties hereto and
their respective successors and assigns except that the Assignor shall not assign any of
its rights or obligations hereunder. The Assignee may assign the whole or any part of its
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rights or obligations under this Assignment by notice in writing to the Assignor. In

amplification and not in derogation to the foregoing, it is hereby expressly agreed and
declared that this Assignment shall be binding upon, where appropriate, the estate, heirs,
personal representatives and successors in title of the Assignor.
6.4 NOTICES
(1) Mode: Every notice, certificate, demand, request or communication under this
Assignment shall be in writing but any such notice, demand, request or
communication may be given or made by telex (where possible) or telegram or
cable.
(2) Address: Subject as aforesaid any notice, certificate, demand, request or

communication required to be given by the Assignor to the Assignee hereunder
shall be signed or given by the Assignor's authorised signatories from time to
time and if given by telegram, cable or letter addressed to the Assignee at he
Assignee's address at Bangunan Shell Malaysia, Off Jalan Semantan,
Damansara Height, 50490 Kuala Lumpur or at such other telex number or
address as may from time to time be notified by the Assignee to the Assignor for
that purpose. Any notice, certificate, demand, request or communication required
to be given to the Assignor by the Assignee hereunder shall be signed or given
by an officer of the Assignee for the time being or its solicitors or agents and shall
if given by telegram, cable or letter be addressed to the Assignor at the
Assignor's address at 7th Floor, Plaza Perangsang, Persiaran Perbandaran,
40675 Shah Alam, Selangor or such other address as may from time to time be
notified by the Assignor to the Assignee for the purpose or at such other address
of the Assignor last known to the Assignee.
Page 81

ZAHIR RAZAK & CO.
Execution Copy
(3) Time of Service: Any notice, certificate, demand, request or communication

delivered personally shall be delivered to the address specified above and shall
be deemed to be given at the time when it is left at any of the addresses
IN WITHNESS WHEREOF the parties hereunto set their hands the day and year first above written.

PKPS AGRO INDUSTRIES SDN BHD (226706-X) )
is affixed hereunto in the presence of :- )
……………………………………………… ………………………………………………
Name: Name:
NRIC No.: NRIC No.:

SYARIKAT PENGURUSAN LADANG SDN BHD (27122-T) )
Page 82

ZAHIR RAZAK & CO.
Execution Copy
……………………………………………… ………………………………………………
Name: Name:
NRIC No.: NRIC No.:

SHELL MALAYSIA TRADING SDN BHD (6087-M) )
……………………………………………… ………………………………………………
Name: Name:
NRIC No.: NRIC No.:
Page 83

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ZAHIR RAZAK & CO.

PETROL STATION SITE

BEING PART OF LAND HELD

UNDER HS(D) 138917 PT 49053

MUKIM & DISTRICT OF PETALING

WHEREBY it is agreed that:

Agreement to Sub Lease

1. The background to this Agreement is contained in the Preamble attached as Schedule 1.

3. The General Terms and Conditions of this Agreement is attached as Schedule 3.

Agreement to Sub Lease

(NRIC NO. …………………….) )

for and on behalf of )

LADANG SDN. BHD. (Co No.27122-T) )

in the presence of:- )

Agreement to Sub Lease

(NRIC NO. …………………….) )

for and on behalf of )

SHELL MALAYSIA TRADING SDN. BHD. )

(Co. No.6087-M) in the presence of:- )

Agreement to Sub Lease

PETROL STATION SITE

BEING PART OF LAND HELD

UNDER HS(D) 138917 PT 49053

MUKIM & DISTRICT OF PETALING

Agreement to Sub Lease

A. PERBADANAN KEMAJUAN PERTANIAN SELANGOR, a body corporate incorporated under the

Agreement to Sub Lease

J. The Green Plot shall have a restriction in interest as follows:

Agreement to Sub Lease

PETROL STATION SITE

BEING PART OF LAND HELD

UNDER HS(D) 138917 PT 49053

MUKIM & DISTRICT OF PETALING

SCHEDULE 2 : SPECIAL TERMS AND CONDITIONS

Agreement to Sub Lease

1.1 Applications by the Sub-Lessor and the Sub-Lessee

Agreement to Sub Lease

Agreement to Sub Lease

may be granted by the Sub-Lessee; and

2 CONSENT FROM PKPS AND PKPS AGRO

Agreement to Sub Lease

2.2 Sub-Sub Lease

3 REDUCTION IN LAND AREA

Agreement to Sub Lease

This Agreement shall be conditional upon:

a) the approvals in Clause 1 being obtained;

b) the issue of the separate document of title to the Green Plot;

c) vacant possession of the Green Plot is delivered to the Sub-Lessee;

Agreement to Sub Lease

6.2 Breach of Conditions

7 PAYMENT OF TAXES AND/OR PREMIUMS

Agreement to Sub Lease

8 QUIT RENT AND ASSESSMENT

9 OPTION FOR A FURTHER THIRTY (30) YEARS

Agreement to Sub Lease

PETROL STATION SITE

BEING PART OF LAND HELD

UNDER HS(D) 138917 PT 49053

MUKIM & DISTRICT OF PETALING

SCHEDULE 3 : GENERAL TERMS AND CONDITIONS

Agreement to Sub Lease

refunded by the Sub-Lessor to the Sub-Lessee immediately. Notwithstanding anything

4 POWER OF ATTORNEY AND DEED OF ASSIGNMENT