SALES AND PURCHASE AGREEMENT

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THIS SALE AND PURCHASE AGREEMENT (the Agreement) is made as of this [DATE], (the
Effective Date) by and between COUNTRY GARDEN [] SDN BHD at the address of Sales Gallery, Lot PTB
22056, Danga Bay, Jalan Skudai, 80200 Johor Bahru, Johor. (referred to as the "Purchaser") and [] at the
address of [] (referred to as "Supplier").

W I T N E S S E T H:

WHEREAS, the Purchaser wishes to purchase [.] from the Supplier for a construction
project known as COUNTRY GARDEN [] (hereinafter referred to as the Project), at the address of Sales
Gallery, Lot PTB 22056, Danga Bay, Jalan Skudai, 80200 Johor Bahru, Johor (hereinafter referred to as the
Site") ; and

WHEREAS, the Supplier is willing to supply such [.] to the Purchaser for the Project;

NOW, THEREFORE, in consideration of the covenants, conditions and payments hereinafter

set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Price, Tax, Quantity, Specification, Model, Brand

1.1 The Supplier will sell to the Purchaser [] (the Goods) pursuant to the terms of this
Agreement and the type, specifications, model, brand, price, payment and other terms set forth in
Appendix 2 attached hereto shall form part of this Agreement.

1.2 The Supplier expressly warrants that throughout the Term (as defined below) of this Agreement, the
price that the Supplier charges the Purchaser for the Goods shall be no higher than the lowest price that
the Supplier or any of its direct or indirect subsidiaries, parents, or affiliates offers or charges at that time
to any other actual or prospective purchaser for goods of substantially similar type and quantity to the
Goods.

1.3 No increase in the price may be made (whether on account of increased material, labour or transport
costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Purchaser.

1.4 Unless otherwise explicitly agreed by the parties in writing, the price listed in the Appendix 2 [excludes]
Goods and Services Tax (GST) which is imposed by the government of Malaysia (the Malaysian
Government). Any GST which may become payable on taxable Goods and services supplied under this
Agreement shall comply with official notices required by the Malaysian Government in respect of GST.
No others price adjustment will be allowed in this Agreement except for GST adjustment.

Initial by Purchaser: _____________Initial by Supplier: _____________

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 1.5 Should the price be subject to withholding or other taxes, the Purchaser shall be entitled to deduct the
amount of withholding tax required by the law from the payments to the Supplier and pay it to the tax
authorities in the name and on behalf of the Supplier (if required). Except as otherwise specified in this
agreement, any additional in tax rate, changes in tax scope or implementation of new tax shall be borne
by Supplier. As a result, the Supplier shall pay such additional amount as may be necessary to ensure
that after the withholding or deduction the amount actually paid by the Purchaser will not exceed the
amount that it would have paid where there is no additional in tax rate, tax scope or implementation of
new tax.

1.6 The unit price and the price validity period for the Goods supply are stated in the price list set out in
Appendix 2. In case of any discrepancies in unit price between the quotation and Appendix 2, the lowest
price shall prevail. After expiry of the validity period, the Supplier is still obliged to continue supply to the
Site if the Project is still not completed. The new price will be effective upon the date agreed by both
parties in writing.

1.7 Should the fees be subject to withholding tax or other taxes, the Purchaser shall be entitled to deduct
such amount required by the law from the payments to the Supplier and pay it to the tax authorities.

1.8 Except as otherwise specified in this Agreement, any increment in tax rate, changes in tax scope or
implementation of new tax shall be borne by the Supplier. The Supplier shall pay such additional amount
as may be necessary to ensure that after the withholding or deduction of tax, the amount actually paid by
the Purchaser will not exceed the amount that it would have paid where there is no increment in tax rate,
changes in tax scope or implementation of new tax.

2. Effective period of Agreement

The term of this Agreement shall begin on the Effective Date, and end on [.] (the Term) unless
terminated earlier in accordance with this Agreement.

3. Quality and Standard

3.1 Quality Standard The Supplier shall ensure that the quality and standard of the Goods supplied shall
comply with all the applicable national standards and technical specification requirements of Malaysia
(SIRIM or other competent Malaysian organizations or departments).

3.2 Documents for Quality System The Supplier shall submit copies of all mechanical and general
arrangement drawings together with specifications, quality assurance certificate, testing reports and
other related documents to the Purchaser before the supplying the Goods.

3.3 Sample The Supplier shall provide samples of Goods one month in advance with the quality complying
with Clause 3.1 before supplying the Goods. All parties shall inspect, approve and keep the said
samples as standard reference of prototype.

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 3.4 Indemnity for Quality inferior The Supplier shall bear all responsibilities and indemnify the Purchaser
for any liability, loss, costs, expenses death or damage resulting from or in connection with any defective
Goods supplied.

4. Packing

The Goods supplied by the Supplier shall be packed according to pre-delivery standard as prototype and
such packing shall be sufficient to protect the Goods during transportation, and the Supplier shall not
recycle the packaging.

5. Delivery

5.1 The Supplier is responsible for delivery of the Goods to the designated unloading location of the Site. All
charges before unloading on the Site is payable by the Supplier including but not limited to packaging,
transportation fee, tax, custom clearance, insurance, etc. All risks during the transportation shall be
borne by the Supplier until the Goods are delivered to the Site and received and accepted by the
Purchaser. The Purchaser shall bear all the cost of unloading, double handlings and storage of received
the Goods.

5.2 The Purchaser shall provide the material delivery planning and schedule and purchase order taking into
consideration the manufacture and delivery period as stated in Appendix 1 of this Agreement and in
accordance with progress of the Project. The Purchaser shall be responsible for its own loss if the
Purchaser fails to do so.

5.3 In the event the Purchaser decides to postpone the delivery date, Purchaser shall issue a notice and
reschedule a new delivery date which shall not exceed the stipulated period as stated in Appendix 1. The
Purchaser shall not be imposed of any additional costs and expenses provided that the new delivery
date is within ninety (90) days from the original delivery date.

5.4 The Supplier shall manufacture the Goods based on the overall purchase schedule provided by the
Purchaser to ensure that the Goods supplied meet the requirements of the Purchaser and shall be
delivered to the Site within the delivery period. In the event the Supplier fails to deliver the Goods by the
delivery date specified in the purchase order, the Supplier shall compensate the Purchaser for all losses,
costs, claims, actions, demands, expense, compensation, damages arising out of the late delivery
(except for delay caused by force majeure events).

5.5 The Supplier shall appoint a person-in-charge (the Representative of the Supplier) as stated in
Appendix 1 to be stationed at the Site for every delivery to ensure a smooth delivery process. The
Representative of the Supplier shall diligently inform the Purchaser before the delivery of the Goods and
follow up with the unloading and inspection process.

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 5.6 Upon the delivery of the Goods, the Supplier shall be responsible for the unloading of the Goods and
complete the quantity checking within the stipulated time frame as stated in Appendix 1.

5.7 Time is of the essence of this Agreement.

6. Inspection and Acceptance

6.1 Inspection Standard The quality standard of the Goods delivered shall comply with the sample
approved by parties and conform to the related national standards and relevant technical specification
requirements by the Supplier.

6.2 Inspection Period The Purchaser shall appoint a person as stated in Appendix 1 in charge of quality
checking for every delivery (the Representative of the Purchaser). Upon delivery of the Goods at the
specified Site, the Representative of the Purchaser shall unload the Goods and make the necessary
quality checking of Goods received within the specified period as stated in Appendix 1.

6.3 Acceptance After quality inspection and quantity verification, if the Purchaser and/or the Representative
of the Purchaser finds the Goods acceptable, the Purchaser and/or the Representative of the Purchaser
shall issue the receipt of acceptance duly signed by purchasing department and project department of
Purchaser with company stamp to the Supplier.

6.4 If the Purchaser discovers that the quality of the Goods delivered is inferior or does not meet the
required standards or does not conform to the specification requested, the Purchaser shall inform the
Supplier and consultant as soon as commercially possible. Upon confirmation by either parties (the
Purchaser and the Supplier) or local authorities, all payments in respect of the defective and /or
substandard the Goods shall be withheld without any late payment liabilities on the Purchasers side.

6.5 Any death, losses covering cost incurred for carrying out defective testing by local authorities, damages
including idling, and etc. cost resulting from any defects of the Goods supplied shall be compensated by
the Supplier.

6.6 In the event that any of the Goods do not meet the required standards, the Purchaser has the right to
reject the unacceptable Goods without invalidating the entire order, or to cancel the entire order at the
Purchasers sole discretion. In the event that the Purchaser cancels all or a portion of the given order,
the Supplier shall immediately refund to the Purchaser any and all advance payment paid to the Supplier
in consideration of such rejected Goods .

7. Payment

7.1 Payment Term The Purchaser shall pay to the Supplier for the Goods delivered to the Site and
accepted by the Purchaser. The payment will be made within the duration as set out in Appendix1
against the date of verification of invoice and Appendix 3.

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 7.2 Document Verification Upon the month end closing, the Supplier shall complete all the verification and
quantities confirmation of the details of the Goods delivered (in the format as set out in Appendix 3-
<Summary of Monthly Goods Supply>) and submit it with original delivery order and the Purchasers
material receipt, etc. to the regional purchasing department of the Purchaser before the 3 rd day of the
following month. The Purchaser shall verify and confirm the quantity and quality of the Goods supplied
within 7 working days after the submission of Appendix 3 by the Supplier.

7.3 Invoice The Supplier shall issue its invoices to the Purchaser with the total amount stated in the
Appendix 3 according to related national taxation rules and any relevant requirements under the laws of
Malaysia upon verification and confirmation by both parties. The Supplier shall verify and ensure that the
invoices provided by the Supplier are authentic and comply with the laws and regulations. If any invalid
invoices are discovered by the Purchaser or any authority, the payment will be withheld until the Supplier
submits its authentic and valid invoices.

7.4 Tax Refund In the event of any tax being refunded to the Supplier, the said refund shall be paid to the
Purchaser accordingly.

7.5 Currency The Currency of settlement for this Agreement shall be in Malaysian Ringgit.

7.6 Delay of Payment Application The Supplier shall provide its documents complying with Clause 7.2 as
mentioned hereof and responsible for the postponement of payment caused by the delay of documents
submission by the Supplier.

7.7 Delay of Payment The Supplier reserves the rights to withhold the delivery if the Purchaser fails to
transfer the payment as stated terms in this Agreement except where such failure is caused by force
majeure events.

8. Warranties

The Supplier expressly warrants that:

8.1 All Goods shall conform to related standards and technical specification requirements of Malaysia and
the samples approved by the Purchaser. It is understood that such standards or samples, are
incorporated by reference and made a part hereof.

8.2 All Goods will be of merchantable quality, fit and sufficient for the purpose ordered to the Supplier, and
will be free from latent or patent defects in material and workmanship.

8.3 All Goods are and shall be free from any security interest, lien, or encumbrance.

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 8.4 The Supplier shall comply with all safety rules and regulations established by the Malaysian
Government.

8.5 The Supplier warrants that the quality of the Goods is in accordance with this Agreement for the period
as stated in Appendix 1, the Supplier shall carry out the repair or replacement of the Goods promptly at
its own costs and expenses in the event of any defects during the Warranty Period; or if the Goods are
manufactured by a third-party then the Supplier ensures that the third-party provides a warranty over the
Goods for the same warranty period.

8.6 The Supplier shall accept and issue a refund to the Purchaser for any costs and expenses thereby
incurred by the Purchaser to buy any replacement for the Goods or parts from the third party including
the purchase price, delivery freight charges, taxes, installation, labor cost and etc. if the Supplier fails to
complete the obligation of repair and correction of any defect or the repair and correction has been
proven unsuccessful.

9. After-Sales Service

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9.1 The Supplier shall provide after-sales service and technical support for all Goods supplied. The
Purchaser shall have the right to request the Supplier to conduct technical support at the Site (-if
required-). All necessary cost and expenses of such after-sales service shall be borne by the Supplier.

9.2 Without limiting any other rights of the Purchaser, the Supplier will repair or correct any defect at no charge
to the Purchaser or supply replacement Goods within 7 days after the Purchaser becomes aware of the defect
during the warranty period.

9.3 The Purchaser will obtain after-sales service in the following ways:
Direct contact the company: []

10. Termination

10.1 The Purchaser may terminate this Agreement without penalty or payment of termination charges at any
time without cause upon giving the Supplier 60 days period written notice.

10.2 The Purchaser may terminate this Agreement without penalty or payment of termination and claim for
any remedy available to the Purchaser for any termination event as stated under Clause 11 herein.

10.3 Upon receipt of any such notice by the Purchaser, the Supplier shall immediately discontinue all work or
comply with the requirements as may be specified in such notice.

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 10.4 Termination hereunder shall discharge all obligations of the parties but shall not affect any right or
obligation based on a prior breach or performance of this Agreement nor affect any right or obligation
which is intended to survive such termination.

11. Remedy

Without prejudice to any other rights or remedies of the Purchaser under this Agreement or under any
law, the Purchaser shall be entitled to terminate the Agreement and seek for remedies in the following
situations:

11.1 Where the Supplier persistently fails to deliver the Goods as stated therein in either of the following
situations: 1) the Supplier has failed on any two (2) consecutive occasions to deliver the Goods within
the delivery time or; 2) the Supplier fails to meet any three (3) previous scheduled delivery time except
where notice of delay from the Supplier has been accepted by the Purchaser.

11.2 Where the Supplier has failed to supply and deliver the Goods with reasonable care, skill and diligence.

11.3 Where the Supplier breaches any provision under this Agreement; or

11.4 Where the Supplier fails to observe or perform the rights or obligations stated in this Agreement.

11.5 In the event the Supplier breaches Clause 10, the Purchaser may at any time thereafter issue a Notice
of Termination to the Supplier specifying the breach and this Agreement shall be terminated with effect
from the date stated in the said notice.

11.6 Upon termination of this Agreement the Purchaser shall be entitled to the repayment of any part or all of
the price of the Goods which has been paid and claim for or set off against any monies due or to
become due on any account whatsoever to the Supplier all losses, costs, claims, actions, demands,
expenses, compensation, damages arising thereof.

11.7 No waiver by the Purchaser of any breach of this Agreement by the Supplier shall be considered as a
waiver of any subsequent breach of the same or any other provision.

12. Insurance

The Supplier shall be responsible for all the insurance and risk for the Goods before delivery to the Site
and during the whole unloading and checking process. Upon the Goods having been checked and
accepted by the Purchaser, the insurance and risk for the delivered Goods shall lie with the Purchaser.

13. Force Majeure

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 A party shall be excused from performing its contractual obligations if it is prevented or delayed in such
performance by conditions that constitute force majeure, such as acts of God, acts of terrorism, acts of
the public enemy, labor disturbance, authority of law, fire or explosion, war or warlike act, insurrection,
or any like causes beyond the affected partys control.) A party wishing to take advantage of the relief
provided in this section must as soon as practical advice the other party in writing of the existence of the
force majeure condition and the estimated time of its duration. The parties shall cooperate to ascertain
the facts and the effect of the delay on, and make appropriate adjustments where necessary. If a force
majeure condition continues for more than 15 days, the Purchaser shall have the right to terminate this
Agreement immediately upon oral or written notice. During a force majeure event, the Purchaser shall
have the right to hire other third party to perform the Suppliers duties, and the sums due hereunder
shall be reduced by the actual costs of procuring such substitute goods.

14. Confidentiality and Publicity

14.1 The information brought to the attention of the Supplier upon entering into this Agreement including, but
not limited to information disclosed during negotiating this Agreement, trade secrets, technical
information, drawings, data, and business-related information and other information shall be treated as
confidential and the parties without the written consent of the Purchaser shall not disclose such
information to any other person.

14.2 The Supplier shall ensure that the vendors from which the Goods are procured or from which the
components or materials which constitute the Goods are procured and any party employed by the
Supplier to deliver, store or keep the same shall be bound by the terms of this confidentiality
undertaking. The expense of maintaining and enforcing this undertaking as to confidentiality shall be
borne by the Supplier.

15. Licenses and Permits

The Supplier shall be responsible for procuring all necessary statutory permits, certificates and licenses
which are required for the supply and delivery of the Goods under any applicable law or statutory
instrument in force in relation to the building, planning and design, environment, fire precaution etc and
any other related legislation or rules made pursuant to the said statues. The Supplier shall bear all cost
and expense incurred for procuring the said permits, certificates and licenses and future agrees to save
the Purchaser harmless from any liability or penalty which may be incurred by reason of the Suppliers
non-compliance with this Clause.

16. Assignment and Sub-letting

16.1 The Supplier shall not assign or sub-let the whole or any part of this Agreement to any other party
without the prior written consent of the Purchaser.

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 16.2 The Supplier shall not assign the right to receive payments under this Agreement to any other party
without the prior written consent of the Purchaser, and , in the absence of any order of court, any such
assignment made without the prior written consent of the Purchaser shall not be binding on the
Purchaser.

17. Foreign Labor

17.1 Where foreign workmen are employed by the Supplier or its agents for the supply and delivery of the
Goods, the Supplier shall ensure that the manner and terms of their employment shall comply with the
relevant previsions of the statues relating to the employment of foreign workman which is in force for the
time being including any subsidiary legislation and regulations made pursuant to any of these statues.

17.2 The Supplier shall reimburse the Purchaser in respect of all costs, losses, expenses and fines incurred
as a result of the Supplier breaching Clause 17.1. For this purpose, the Purchaser may, in addition to its
other rights under this Agreement or the general law, elect to either (i) deduct the amount incurred
immediately from any payments or sums which may or shall become due to the Supplier under this
Agreement or (ii) recover the same from the Supplier as a debt payable by the Supplier to the
Purchaser. For the avoidance of doubt, the operation of Clause 17.1 and this Clause shall not diminish,
reduce or otherwise affect the liability of the Supplier to the authorities for any breach of the said
statutory provisions and subsidiary legislation and regulations and the Supplier shall indemnify and save
the Purchaser harmless from any prosecution, fines and losses which may be incurred as a
consequence of the Suppliers breach

18. Prohibition on Improper Influences

The Supplier shall not bribe any staff of the Purchaser or collude them with malicious intent. If such
situations have been discovered and proven to be true, the Supplier shall pay the Purchaser RM20,000
per incident as penalty. If the incident caused serious legal implication, the Purchaser has the right to
pursue the legal action against the Supplier and claim from the Supplier all losses, costs, claims, actions,
demands, expenses, compensation, damages arising out thereof.

19. Complete Agreement

This Agreement and each Appendix attached hereto constitute the complete agreement and the
purchase order, delivery order, invoices, quality certification, testing reports and other relevant
documents shall be bound as effective documents in this Agreement. No oral modifications or waiver of
any of the provisions of this Agreement shall be binding to either party.

20. Notice

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 All notice required by this Agreement or otherwise shall be in writing, sent to the attention of the
following:
For Purchaser: __________________________
COUNTRY GARDEN DANGA BAY SDN. BHD.
2ND FLOOR, SALES GALLERY, LOT PTB 22056, DANGA BAY, JALAN SKUDAI, 80200
JOHOR BAHRU, JOHOR

For Supplier: __________________________

[]

21. Dispute Resolution

This Agreement is governed by Malaysian laws and regulations. Any dispute arising out of or in relating
to this Agreement shall be referred to adjudication to be agreed between the parties. If a party disputes
adjudicators decision, such disputes shall be referred to and finally resolved by arbitration at the Kuala
Lumpur Regional Centre of Arbitration (KLRCA) in accordance with the KLRCA Arbitration Rules for
the time being in force. The language of the arbitration shall be English. The arbitration fees and all costs
relating to such arbitration (including the legal fees of the parties) shall be borne by the parties in such
proportion as may be determined in the arbitral award. Any arbitration award shall be final and binding on
the parties. Performance of this Agreement shall continue during arbitration proceedings unless the
parties shall otherwise agree. The parties hereby submit to the non-exclusive jurisdiction of the courts of
Malaysia for the purpose of enforcement of any arbitral award under this Clause 21.

22. Variation

No variation or amendment of any terms of this Agreement shall be binding unless agreed in writing
between the authorized representatives of both parties.

23. Copies

This Agreement is prepared five (5) copies for both parties. The Purchaser shall retain four (4) copies
and the Supplier retain one (1) copy. All the copies shall become effective after signed and stamped by
both parties.

24. Precedence of Documents

In the event of any conflicts or inconsistency between the body of this Agreement and the Appendices, the
provisions in the Appendix shall prevail.

Appendix 1: Particulars of Agreement and Special Conditions

Appendix 2: Details of Goods
Appendix 3: Summary for the Monthly Goods Supply

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IN WITNESS WHEREOF each party has caused this Agreement to be properly executed on its behalf as of the
date first written above.

SUPPLIER:
Company

Signed By
Name:
Title:

PURCHASER:
Company

Signed By
Name:
Title:

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