THIS AGREEMENT is made the day and year stated in Section 1 of Schedule

hereto between the party whose name, description and address are stated in
Section 2 of Schedule hereto (hereinafter referred to as “the Licensor” which
shall include its successors-in-title, assigns and personal representative) of the
one part and the party whose name, description and address are stated in
Section 3 of Schedule hereto (hereinafter referred to as “the Licensee” which
shall include its successors-in-title, assigns and personal representative) of the
other part.

WHEREAS

1. The Licensor operates learning centers which provide tuition,

examination preparation class, tutorial, counseling, mentoring and
learning skills to the students (hereinafter referred to as “the Licensed
Business”).

2. The Licensor owns the Intellectual Property, the Marks and the System.

3. The Licensor agrees to appoint the Licensee and the Licensee has
agreed to accept such appointment to operate the Licensed Business
from the premises stated in Section 4 of the Schedule (hereinafter
referred to as “the Licensed Business Premises”) on the terms and
conditions set out in this Agreement.

NOW THIS AGREEMENT WITNESSETH as follows :-

1. This Agreement commences on the date stated in Section 5 of Schedule

hereto (hereinafter referred to as “the Commencement Date”) and will
continue for five (5) years (hereinafter referred to as “the Term”) unless
earlier terminated in accordance with this Agreement.

2. The Licensee may by giving the Licensor a written notice of not less than
three (3) months prior to the expiry of the Term requesting the Licensor
to renew the License for a further period of not more than five (5) years
and the Licensor must accept the Licensee’s request for renewal if the
Licensee :-

a. has not been in default of any term and condition herein contained
during the Term;

b. has substantially complied with all the provisions of this Agreement

during the Term;

c. has paid the Licensor’s costs in renewing the License;

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 d. executes a fresh agreement and/or any documents required by the
Licensor in relation to the renewal of the Term;

e. carries out all works as are necessary and reasonably required by

the Licensor at the Licensee’s own cost and expense.

3. The entering into a new License Agreement does not waive any prior
breaches by the Licensee of this Agreement.

4. Upon execution of this Agreement, the licensee must pay the Licensor a
sum stated in Section 6 of Schedule hereto (hereinafter referred to as
“the Fees”) whereby part of the Fees may upon consent from the
Licensor be settled by way of loan obtained (if any).

5. The Licensee must pay the Licensor the monthly administrative fee of
Eight percent (8%) out of its monthly gross sales.

6. The legal fee and stamp duty in relation to the preparation of this
Agreement and/or other agreement in relation to the Licensed Business
shall be borne by the Licensee. The legal fee amounting to the maximum
of RM1,000-00 or such other sum reasonably charged by the Licensor’s
solicitors shall be paid by the Licensee to the Licensor upon execution of
this Agreement.

7. The license to operate the Licensed Business is only granted to the

Licensee only or if the Licensee is a body corporate, a person duly
nominated by the Licensor but the Licensee must first obtain the
approval of the Licensor concerning the nominated operator.

8. The Licensee must use its best endeavor to actively promote the
Licensed Business with or without the help of the Licensor.

9. The Licensee acknowledges that the Licensor is the exclusive owner of

the rights connected with or flowing from the intellectual Property and
that any further rights and goodwill which develop as a result of or in
connection with the exercise by the Licensee of its rights under this
Agreement or the operation of the Licensed Business will be the sole
property of the Licensor.

10. The Licensee must keep the information concerning the Licensed
Business absolutely confidential. This obligation shall continue after this
Agreement is terminated or expires for up to two (2) years. The Licensee
must take all reasonable steps necessary to ensure that its employees
and agents also observe those requirements of secrecy and
confidentiality.

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11. The confidential information stated in Clause 10 shall include but not
limited to the following :-

a. the methods, techniques, specifications, standards, policies,

procedures, information, concepts, inventions and systems relating
to the development, operation and licensing of the system;

b. the marketing and promotional materials of the Licensed Business;

c. technical information including specialized and customized computer

software;

d. information and particulars of clients or students;

e. the contents of the operational manual;

f. any of the training materials used in the operation of or relating to the

System or the Licensed Business.

12. The Licensee and its nominees, employees and agents must not during
the term or after the termination, rescission or expiration of this
Agreement (unless in the proper course of their duties) disclose any
confidential information received by any of them to any person
whatsoever and must use their best endeavors to prevent the publication
or disclosure of any secret or confidential information for up to two (2)
years unless the disclosure is required by law and must inform the
Licensor of any disclosure compelled to be made.

13. The Licensee shall conduct the Licensed Business in accordance with
the methods and procedures prescribed by the Licensor from time to
time.

14. The Licensee must:-

(a) comply with the Image and the branding requirements as set out by
the Licensor;

(b) comply with the Image and the System in the operation of the
Licensed Business;

(c) not in the conduct of any other business or activities act in a manner
which prejudices the goodwill or reputation of the Licensor, the
Image, or the System;

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 (d) carry on business activities in compliance with all laws, regulations
and codes of conduct and any instructions, directions, requirements
and requests made by any statutory, governmental, industry or
regulatory body;

(e) obtain and maintain all necessary permits and licences to enable the
Licensee to properly operate the Licensed Business in accordance
with its Agreement and the law; and

(f) use the Marks, the Confidential Information, the Image and the
System solely in the conduct of the Licensed Business.

15. (a) The Licensee must ensure that the premises where the Licensed
Business is operated are outfitted, laid out and equipped strictly to
the specifications of the Licensor and at all times comply with the
Image and the System and are clean and tidy.

(b) The Licensee must only display at its premises such signs, artwork
and promotional material approved by the Licensor;

(c) The Licensee must allow the Licensor, at any reasonable time, to
inspect its premises to determine whether or not the Licensee is
complying with its obligations under this Agreement.

16. Upon reasonable notice the Licensee or its shareholders, directors, or

partners or the Nominated Operator (as the case may be) must attend all
meetings, seminars, conventions called by the Licensor.

17. The Licensee must be of good character and must not indulge in what the
Licensor reasonably considers to be unethical conduct or acts moral
turpitude during the Term nor do anything which might damage the
goodwill and reputation of the Licensor or the Licensed Business.

18. The Licensor agrees with the Licensee that it will:

(a) make the Image and the System available to the Licensee;
(b) actively develop and promote the Image and the System.

19. The Licensor will provide management, sales, administrative and technical
advice and information from time to time and to permit the Licensee to
consult with employees and agents of the Licensor at usual times of
business to assist it in the efficient operation of the Licensed Business.
This advice and information will be provided free of charge except when it
is contained in books, audio or video tapes or other means of reproduction
in which event it will be provided by the Licensor at cost price plus its
reasonable handling expenses.

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20. The Licensor will provide the Licensee with technical support necessary
for the operation of the Licensed Business.

21. The Licensor will provide the Licensee with any necessary information and
advice at reasonable cost or fee as the Licensor may deemed fit to enable
the Licensee to properly conduct the Licensed Business together with
information about developments and improvements developed by the
Licensor and considered necessary for the conduct of the Licensed
Business.

22. If the Licensee wishes to sell the Licensed Business:

(a) the Licensee must notify the licensor in writing of the proposed sale
price and the terms of sale;

(b) the Licensor will have the option to buy the Licensed Business at the
Licensee’s requested sale price and upon the same terms (less any
amount owed by the Licensee to the Licensor) within 28 days of the
notice of sale; and

(c) the Licensee must not sell the Licensed Business to any person at a
price or on terms more favourable than those which have been
offered to the Licensor without giving the Licensor a further option in
accordance with subparagraph (b) above.

23. If the Licensor does not accept the offer within 28 days of receiving the
Licensee’s notice the Licensee may complete the proposed sale or
assignment for a consideration which does not vary by more than 5% from
the consideration set out in the notice to the Licensor;

24. If the Licensee breaches the terms or conditions of this Agreement, the
Licensor will:

(a) give to the Licensee reasonable notice that the Licensor proposes to
terminate this Agreement because of the breach;

(b) tell the Licensee what the Licensor requires to be done to remedy
the breach; and

(c) allow the licensee a reasonable time to remedy the breach.

25. If the Licensee does not remedy the breach within a reasonable period of
time prescribed by the Licensor, the Licensor may terminate this
Agreement by giving written notice of termination to the Licensee.

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26. The Licensor can immediately terminate this Agreement without having to
give the Licensee notice if the Licensee:

(a) no longer holds a license that the Licensee must hold to operate the
Licensed business; or

(b) become bankrupt, insolvent under administration or an externally

administrated body corporate; or

(c) voluntarily abandons the Licensed Business; or

(d) any of its Directors, is convicted of a serious offence; or

(e) operates the Licensed Business in a way that endangers public

health or safety; or

(f) is fraudulent in connection with the operation of the Licensed

Business; or

(g) agrees to termination of this Agreement.

27. The Licensee must ensure that there is no:

(a) change in the directors of Licensee; nor

(b) issue, allotment, sale, transfer or other disposition whatever of share

or any interest in shares in the capital of Licensee if as a result of
that issue allotment, sale, transfer or other disposition a change
would occur in the effective control of the Licensee from that existing
on the Commencement Date;

(c) unless the Licensor’s prior written consent is obtained.

28. If the Licensee is as partnership:

(a) the Licensee warrants that all partners have executed this
Agreement as the Licensee; and

(b) the Licensee must ensure that there is no dissolution or change in

the membership of the partnership unless the Licensor’s prior written
consent is obtained.

29. None of the following things will preclude the Licensor from insisting upon
strict compliance by the Licensee with the provisions of this Agreement:

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 (a) the Licensor’s failure to take advantage of any default or breach of
any provision of this Agreement;

(b) any custom or practice which may develop between the parties;

(c) a waiver by the Licensor of a particular breach; or

(d) acceptance of money when there are breaches of Agreement

including the non-payment of the Fees and whether before or after
termination of this Agreement.

30. If any provision of this Agreement is determined to be void by any court of

competent jurisdiction, then that determination will not affect any other
provision of this Agreement. It is the intention of the parties that if any
provision is capable of two constructions, one of which would render the
provision void and the other of which would render the provision valid,
then the provision will have the meaning which renders it valid.

31. This Agreement is to be governed by the laws of Malaysia.

32. (a) Any notice, document or demand under this Agreement (hereinafter
called a “notice”) must be in writing, signed by the party giving it or
by the party’s Solicitor to be served;

(i) by delivering it to the party or to the party’s Solicitor at either

of the addresses shown in this Agreement (called “the party’s
address”) or leaving it with the party, the solicitor or some
other person accepting the notice on behalf of either of them;
(ii) by transmitting it on a business day by facsimile to the party’s
Solicitor’s facsimile receiving facility indicated in this
Agreement.

(b) A notice is considered to have been served:

(i) at the time of delivery;

(ii) on the third business day after the day on which it is posted,
the first business day being the day of posting;
(iii) on the business day on which the notice is received by the
recipient’s facsimile receiving facility.

33. In this Agreement the following terms have the following meanings unless
the context requires otherwise:

“Image” means the distinctive image, visual appearance, reputation

and presentation of the Licensor and the Licensees in the market. The
Licensor’s name the Marks and the logos and slogans associated with

7
 the the System are features of the image. The image also refers to the
characteristics, features, presentation and image of a member of the
Network and portrayed in advertising, marketing and promotions.

“Intellectual Property” means:-

(i) the Confidential information;
(ii) all the Licensor’s rights of ownership in and to all written material,
plans and designs and customised software supplied by the
Licensor to the Licensee;
(iii) the Marks;
(iv) the Know How; and
(v) the Image

“Know-How” means a package of patented/non-patented practical

information resulting from experience and testing by the Licensor
which is secret, substantial and identifiable and forms part of the
System for these purposes “secret” means that the Know-How as a
body or in its precise configuration is not generally known or easily
accessible and “substantial” means that the Know-How includes
information which is important and useful to the Licensee in developing
and operating the Licensed Business.

“Marks” means the registered or unregistered trademarks, logos,

service marks, common law trademarks, tradenames and devices (and
any variations or modifications thereto) as may at any time be adopted
by the Licensor for use in relation to the System.

“System” includes all systems and procedures developed by the

Licensor relating in any way to:-
(i) the operation of the Licensed Business;
(ii) advertising, promotion or marketing of the Licensed Business;
(iii) the use of the Intellectual Property in the operation of the Licensed
Business
(iv) the use of any documentation relating to the Licensed Business
and also includes any part of the System.

34. In this Agreement unless the contrary intention appears:

(a) an Agreement, representation or warranty:-

(i) in favour of two or more persons is for the benefit of them
jointly and severally;
(ii) on the part of two or more persons binds them jointly and
severally.

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(b) reference to:-

(i) the singular includes the plural and vice versa;

(ii) “person” includes a firm, a corporation, a body coporate and
an incorporated association.
(iii) a person includes the persons executors, administrators,
successors, substitutes and assigns;
(iv) a document includes any variation or replacement of it;
(v) a law includes regulations or other instruments under it and
amendments or replacements of any of them;
(vi) a thing includes the whole and each part of it;
(vii) a group of persons includes all of them collectively and two
or more of them collectively and each of them individually.

*********************************

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 SCHEDULE

(which forms an essential part of this Agreement)

________________________________________________________________

Section Description Particulars

________________________________________________________________

1 Date of this Agreement

2 Licensor

3 Licensee

4 Licensed Business Premises

5 Commencement Date

6 Fees RM10,000-00 which consists of:-

i) Licensing fee of RM9,000-00;

and
ii) Legal Fee up to the maximum of
RM1,000-00

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

SIGNED by the Licensor )

in the presence of:- )
)
)
)
)

SIGNED by Licensee )
in the presence of:- )
)
)
)
)

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