THIS AGREEMENT is made this day of between

NAME (NRIC No: ) of ADDRESS (hereinafter referred to as “the Vendor”) of the

first part and NAME (NRIC No: ) of ADDRESS (hereinafter referred to as “the
Purchaser”) of the other part.

WHEREAS the Vendor is engaged and has for some time been engaged in
the Business and is one of the owners of the Business.

WHEREAS the Vendor desires to sell and convey and to cause to be sold
and conveyed, and the Purchaser desires to acquire the Vendor’s goodwill
interests and rights relating to the Business upon the terms and conditions set forth.

NOW IT IS HEREBY AGREED as follows:

1. Purchase Price

(a) The Vendor in consideration of the sum of Ringgit Malaysia Twenty One
Thousand and Five Hundred (RM21,500-00) only (hereinafter referred to as
“the Purchase Price”) being the total and full amount to be paid
completely by the Purchaser upon signing this Agreement, hereby sells
assigns conveys and transfers to the Purchaser all the Assets relating to the
Business including the Vendor’s goodwill, legal and beneficial interests and
rights towards the Business.

(b) The payment of the Purchase Price by the Purchaser to the Vendor shall be
made in the following manner:

(i) the Purchaser has prior to the execution of this Agreement paid to the
Vendor the sum of Ringgit Malaysia Fifteen Thousand (RM15,000-00) only
(the payment and receipt of which is hereby confirmed and
acknowledged by the Vendor) as part payment towards the Purchase
Price; and

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 (ii) the balance of the Purchase Price amounting to Ringgit Malaysia Six
Thousand and Five Hundred (RM6,500-00) only shall be paid by the
Purchaser to the Vendor upon execution of this Agreement.

2. Vendor’s Covenants

(a) Upon execution of this Agreement and receipt of full payment of the
Purchase Price, the Vendor hereby covenants to assume all responsibilities
for all bills rents payments and other outgoing costs which existed prior to
the execution of this Agreement.

(b) The Vendor shall submit to the Purchaser all documents regarding the
accounts bookdebts together with all equipments relating to the Assets of
the Business which are in the possession of the Vendor.

(c) The Vendor covenants to settle and pay all her debts accrued and still
accruing in relation to the Business during the time of execution of this
Agreement.

(d) The Vendor further covenants to indemnify the Purchaser against all losses
claims interests proceedings actions and demands which may arise out of
any business transaction entered into by the Vendor prior to the execution
of this Agreement.

(e) The Vendor has agreed that from the date of execution of this Agreement,
the Vendor shall not interfere with the administration of the Business by the
Purchaser except with the approval by the Purchaser himself.

(f) The Vendor shall use her reasonable endeavours to ensure that the transfer
affected by this Agreement is completely done and agree to sign all
documents necessary to effect the transfer of the Vendor’s rights and
interests in the Assets and the Business to the Purchaser. In respect thereof,
the Purchaser shall have the right to the remedy of specific performance.

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3. Purchaser’s Covenants

(a) The Purchaser hereby covenants to pay fully the Purchase Price to the
Vendor upon execution of this Agreement to affect the sale and purchase
of the Business.

(b) The Purchaser shall indemnify the Vendor against all actions proceedings
claims demands and whatsoever relating to all business transactions
entered into by the Purchaser after the date of execution of this
Agreement.

4. Tenancy

All the rights and interests of the Vendor towards the rents and profits arising from
the tenancy agreement in relation to the Business Premises shall be transferred to
the Purchaser upon execution of this Agreement and therefore the Purchaser
shall do and pay whatever necessary towards the tenancy obligation from the
date of execution of this Agreement.

5. Time

Time whenever mentioned shall be the essence of this Agreement.

6. Successors Bound

This Agreement shall bind the personal representatives heirs successors-in-title

nominees and permitted assigns of the Vendor and the Purchaser respectively.

7. Costs

The costs in relation to the preparation of this Agreement and all stamp duty
thereon and on the transfer of the Assets and the Business of the Vendor thereof
shall be borne by the Vendor and the Purchaser equally.

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8. Severance

Any of the terms conditions stipulations provisions or undertakings contained

herein which are illegal void prohibited or unenforceable shall be ineffective to
the extent of such illegality voidness prohibitions or unenforceability without
invalidating the remaining provisions hereof and any such illegality voidness
prohibitions or unenforceability shall not invalidate or render illegal void or
unenforceable any other terms conditions stipulations provisions covenants or
undertakings contained herein.

9. Law

This Agreement shall be governed by the laws of Malaysia and the parties hereto
agree to submit to the non-exclusive jurisdiction of the Courts in Malaysia.

10. Notices

(a) Any notice required to be given under the terms of this Agreement shall be
in writing and shall be sufficiently served on the party concerned if sent to
the party at his/her/their address(es) above written by prepaid registered
post and in the case of service by post as aforesaid such notice shall be
deemed to have been served three (3) days following the day of posting
notwithstanding that such notice may be returned through the post
undelivered.

(b) Any notice may also be served by hand or facsimile transmission to

his/her/their respective address(es) and such notice shall in the case of any
service by hand be deemed to be validly served upon acknowledgement
of receipt of the letter by the recipient’s office and in the case of any
service by facsimile transmission shall be deemed to be validly served on
the day of transmission as confirmed by the transmission report generated
by the facsimile machine from which the notice or document was sent.

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11. Miscellaneous

Each party hereto shall do (or cause to be done) all such acts and things
whatsoever, sign and execute (or caused to be signed and executed) all such
deeds instruments transfers and other documents whatsoever as may be
necessary or desirable to give full effect to this Agreement and the transactions
contemplated therein.

12. Interpretations and Definitions

(a) In this Agreement, the following words and expressions shall have the
following meaning unless inconsistent with the context:

(i) “this Agreement” constitutes the whole and entire agreement between
the parties hereto and no variation thereto shall be made unless
agreed in writing by the parties hereto.

(ii) “the Assets” means the all the Vendor’s shares stocks goodwill
equipments book-debts accounts together with legal and beneficial
rights of the Vendor relating to the Business.

(iii) “the Business” means the kindergarten and nursery business managed
by SRI MANIS PLAYSCHOOL at Block No. 18-G-7 & 9, Taman Seri Sari, Hilir
Paya Terubong, 11900 Relau, Penang.

(iv) “the Equipment” means the furniture equipment and loose tools of the
Vendor relating to the Business.

(b) In this Agreement where the context so admits the term “the Vendor” or
“the Purchaser” shall include their respective heirs successors personal
representatives and permitted assigns and when there are two or more
persons included in the term “the Vendor” or “the Purchaser” their liabilities
under this Agreement shall be joint and several. Words importing the
masculine gender shall be deemed and taken to include the feminine and
neuter genders and the singular to include the plural and vice versa.

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 IN WITNESSETH WHEREOF the parties hereto have set their hands this day
and year first above written:

Signed by the Vendor, )

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

Signed by the Purchaser, )

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

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 DATED THE DAY OF

BETWEEN

[the Vendor]

AND

[the Purchaser]

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREEMENT

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~