TENANCY AGREEMENT

THIS AGREEMENT is made the day of , 2012 Between

RLE RESOURCES MANAGEMENT (Business Registration No. MA0167572-P)
having its place of business at New Bus Terminal, Jalan Tun Mamat, 75300 Melaka
(hereinafter referred to as "RLE") of the first part And the party whose name and
particulars are set out in Section I of the First Schedule hereto (hereinafter referred to as
“the Tenant”) of the other part.

WHEREAS RLE is presently in the operation and management of all that piece of
land measuring approximate area of 213,825 sq. ft. (hereinafter referred to as "the said
land") together with a ten-storey building complex thereon erected known as Hotel
Metropole (hereinafter referred to as "the Demised Premises").

AND WHEREAS RLE has agreed to grant and the Tenant has agreed to take a
tenancy of those stall situated on the ground floor of the Demised Premises more
particularly described in Section II of the First Schedule hereto (hereinafter referred to
as “the Stall”) subject to the terms and conditions hereinafter contained.

IT IS NOW WITNESSETH as follows:-

Agreement for tenancy
1. RLE hereby lets and the Tenant hereby takes a tenancy of the Stall for a term as
stated in Section III of the First Schedule (hereinafter referred to as “the Term”) subject
to all rights easements privileges restrictions covenants and stipulation of whatever
nature affecting the Stall herein and subject to the terms and conditions hereinafter
contained.

Rental
2. The monthly rental as stated in Section IV of the First Schedule hereto (hereinafter
referred to as “the Rent”) shall be paid by the Tenant to RLE as at the date of execution
of this Agreement and thereafter all subsequent rentals are payable in advance on or
before the 7th day of the calendar month.

Security and utility deposit

3. As at the date of execution of this Agreement, the Tenant shall pay to RLE the
security deposit and utilities deposit set out in Section V of the First Schedule hereto
(hereinafter referred to as “the Deposit”) which said Deposit shall be held by RLE
during the Term of this Tenancy for the due performance and observance by the Tenant
of all its covenants herein contained. RLE shall at the expiry of the Term of this Tenancy
refund the Deposit free of interest to the Tenant subject to any deductions which may be
made by RLE pursuant to the provisions of this Agreement provided that the Tenant
shall have duly performed and observed all the covenants and obligations on his part

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hereunder. The Tenant hereby agrees that the Deposit shall not be deemed to be or
treated as payment of the Rent or any part thereof.
Tenant’s covenants
4. The Tenant hereby covenants with RLE as follows:-
(a) To pay the rent and all other fees, charges or payments herein covenanted to
be paid at the times and in the manner aforesaid.
(b) To pay for and to furnish to RLE within one (1) week thereof the bills and
receipts of payments for all charges for electricity water and gas consumed
as calculated from the stall individual meters for electricity and from the
bulk meter for water.
(c) To permit RLE and/or its duly authorised agents with or without workmen
and appliances, at all reasonable times by prior appointment, to enter upon
and view the condition of the Stall, to serve upon the Tenant notice in
writing specifying repairs (other than structural repairs and the repairs herein
provided to be undertaken by RLE) necessary to be done under the terms of
the Tenancy and if the Tenant shall not, within fourteen (14) days after the
service of such notice proceed diligently with the execution of such repairs,
to permit RLE and/or its duly authorised agents, with or without workmen
and appliances to enter upon the Stall and execute such repairs the costs
whereof shall be a debt due by the Tenant to RLE and be forthwith
recoverable by action if not paid by the Tenant within seven (7) days of
receipt of written notice from RLE requiring payment.
(d) The Tenant shall not damage, cut or alter any of the walls, partitions, timber,
ceilings floors or floor coverings or install any additional electrical points in
the Stall or otherwise make or permit to be made any structural or material
alterations or renovations to the Stall without the prior written consent of
RLE and the appropriate governmental authorities where necessary
PROVIDED THAT all such structural and material alterations made with the
written consent of RLE shall be carried out at the Tenant’s sole cost and
expense and shall in any event comply with all regulations of the appropriate
governmental authorities as to such alterations and additions.
(e) The Tenant further covenants that all such structural and material alterations
made with the written consent of RLE shall, if so required by RLE, upon the
expiry or sooner determination of the tenancy hereby created, be removed or
demolished and the Stall shall be restored to its original state and condition
and fair wear and tear excepted and in all such cases, the Tenant is to make
good all damages caused by such removal, demolition or other works and
restoration of all parts of the Stall affected thereby to the satisfaction of
RLE.
(f) Simultaneously with seeking consent from RLE, the Tenant shall also submit
to RLE a copy of the plan for such structural or material alterations or

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 renovations to the Stall. It is hereby expressly agreed by the parties hereto
that RLE shall have the power and right to grant or approve, whether
unconditionally or conditionally or reject the said submitted plan without
assigning reasons thereto;
(g) To permit RLE and its duly authorised agent, by prior appointment, with or
without workmen at all reasonable times to enter upon the Stall to lay and fix
and lead through the Stall all such wires cables and ducts for electricity
installation and pipes for water gas waste and sewage as RLE may from time
to time require to be laid and fixed in and led through the Stall for the
general purposes of the Stall or otherwise and also to permit RLE, its agents
or workmen at all reasonable hours to enter the Demised Premises to repair
remove and replace all or any of the said wires cables ducts and pipes.
(h) To use the Stall for the purpose of the Operator's business as stipulated in
Section VI of the First Schedule hereto (hereinafter referred to as "the said
business").
(i) To pay all charges for electricity, water and telephone supplied and used in
and provided to the Stall during the continuance of the term hereby created.
(j) At all times to be responsible for the security of the Stall and for the locking
and securing of the doors and windows of the said Stall after business hours.
(k) To keep the Stall well and adequately stocked and properly attended to and
controlled in a businesslike and orderly manner and to keep the Stall
together with the articles and equipment used therewith in a clean and
satisfactory condition at all times;
(l) To be liable to RLE for any damage (fair wear and tear only excepted)
caused to the Stall facilities or fittings provided therein by RLE (if any)
(hereinafter referred to as "facilities or fittings") the security and
maintenance of which shall at all times be the responsibility of the Tenant.
The list of facilities or fittings (if any) provided therein by RLE is to be
taken, read and construed as an essential and integral part of this Agreement
shall be given to and acknowledged by the Tenant before the commencement
of the said business.
(m) To comply with all statutes ordinances proclamations orders or regulations
present or future affecting or relating to the use of the Stall and with all
requirements which may be made or notices or orders which may be given
by any governmental health licensing civic or any other authority having
jurisdiction or authority over or in respect of the Stall or the said business
and to indemnify and keep RLE indemnified in respect of all such matters in
this sub-clause referred to and to obtain and maintain at his own costs and
expense the necessary licenses permits approvals required or may be
required in respect thereof.

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(n) To observe and comply with the Rules and Regulations made from time to
time by RLE and/or by the Local Authority and/or other competent authority
relating to the management and care of the Stall and the conduct of the
Tenants. The Tenant acknowledges and agrees and declares that failure of the
Tenant to comply with any of such Rules and Regulations as may from time
to time be in force shall constitute a breach of the terms of this Agreement in
the same manner as if the Rules and Regulations were contained herein as
covenants.
(o) The Tenant shall indemnify and hold harmless RLE from and against all
actions claims demands loss of damages costs and expenses for which RLE
shall or may be or become liable in respect of and to the extent that they
arise from:-
(i) the negligent use misuse waste or abuse by the Tenant or any servant
agent customer or invitee of the Tenant or the Tenants or any other
person claiming through or under the Tenant of the water electricity
lighting and other services and facilities and appurtenances of the
Stalls or the Stall; and

(ii) loss damage or injury from any cause whatsoever to property or person
guests or invitees within the Stalls or the Stall occasioned or
contributed to any act omission neglect breach or default of the Tenant
or any servant agent contractor sub-contractor customer or invitee of
the Operator.

(p) The Tenant shall not use the Stall or any part thereof for any unlawful
purpose and shall not do or permit to be done any act or thing which may
become a nuisance or annoyance to or in any way interferes with the quiet
occupation and enjoyment of RLE or of the other occupants or occupants of
Demised Premises or of other parts of the Stall.
(q) The Tenant shall not use the Stall or any part thereof for any unlawful
purpose and shall not do or permit to be done any act or thing which may
become a nuisance or annoyance to or in any way interferes with the quiet
occupation and enjoyment of RLE or of the other occupants or occupants of
Demised Premises or of other parts of the Stall.
(r) The Tenant shall not affix erect paint or otherwise exhibit or permit to be
affixed erected painted or otherwise exhibited any sign placard poster notice
or advertisement name plate flag or any other thing whatsoever in on or
about the Stall save in the format as shall be approved by Company. The
Tenant shall not be entitled to claim any fees of the advertiser from RLE.
(s) The Tenant shall not store or bring upon the Stall or any part thereof arms
ammunition unlawful goods gun-powder chemicals petrol or any goods or

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 things which in the opinion of RLE are of an obnoxious dangerous or
hazardous nature or any explosive or combustible substance.
(t) To keep the Stall and its surroundings including the glass panels floors walls
ceilings perfectly clean and in good order to the satisfaction of RLE, the
Health Authorities, the Local Authorities and/or such other competent
authorities.
(u) That the Tenant shall pay on demand to RLE all costs and expenses incurred
(if any) by RLE in cleaning and clearing any drains or pipes within or
outside the building which are clogged in the event the same is caused or
occasioned by the Tenant, its servant, agents or otherwise.
(v) The Tenant hereby acknowledges and agrees that it shall not in any way
allow any person, servants and/or employees to use the Stall or any part
thereof as a dwelling place.
(w) At all times during the tenancy to take out adequate public liability insurance
for the Stall with an insurance company of repute and to pay all premium
necessary for that purpose.
(x) To insure and keep the Tenant’s goods, properties, effects, fittings and
fixtures (but not limited to the facilities and fittings pursuant to clause 4 (l)
hereinbefore provided) against loss or damage by fire, flood, storm and
tempest and to pay all premium necessary for that purpose and the Tenant
shall within seven (7) days of payment of the premium forward the same to
RLE.
(y) Not to do or permit or suffer to be done anything whereby any policy or
policies of insurance on the Stall against damage by fire or otherwise may
become void or voidable or whereby the premium thereon may be increased
and to make good all damages or voidable or whereby the premium thereon
may be increased and to make good all damages suffered by RLE and paid
by RLE by way of increased premium and all costs and expenses incurred by
RLE in or about any renewal of such policy or policies of insurance rendered
necessary by a breach or non-observance of this covenant without prejudice
to such other rights of RLE against the Tenant.
Company’s covenants
5. RLE hereby covenant with the Tenant as follows:-
(a) To repair and keep the main structure roof and load bearing walls of the Stall
in good and operatorable repair and condition.
(b) RLE shall, subject to the Tenant duly paying the Rent and any other sums
payable hereunder and observing and performing its several covenants and
stipulations herein contained, permit the Tenant to have quite possession and
enjoyment of the Stall during the Term herein without any interruption by

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 RLE anyone claiming under or through or in trust for RLE save as specially
herein provided.
(c) To insure and keep insured the Stall but excluding the Tenant’s goods
properties effects fittings and fixtures against loss or damage by fire flood
storm tempest riot and to pay all premium necessary for such purpose.
(d) To employ such agents or personnel as may be necessary in the opinion of
RLE for the provision of the services and management of the Demised
Premises including security personnel for the security of the Stall daily from
12.00 midnight till 06.00 am.
(e) Except insofar as the same shall be payable by the Tenant pursuant to this
Agreement, to pay and discharge all existing and future quit rent municipal
and other rates taxes assessment charges property taxes or other imposition
of a like nature by whatever name called levied or imposed in respect of the
said Stall.
Right reserved to RLE
6. Notwithstanding anything herein contained, RLE shall have the right at any time
and from time to time direct the Tenant or cause the Tenant to relocate the Stall to
any part or other parts of the Stall as in the judgment of RLE may from time to
time be required for the management and/or preservation of good order of the
Stall.

Default and Consequences

7. RLE and the Tenant hereby agree that:-
(a) if the Rent hereby reserved or any part thereof or any other monies payable
by the Tenant hereunder shall be unpaid for a period of seven (7) days after
the same shall have become due and payable hereunder although no formal
or legal demand shall have been made therefore; or
(b) if the Tenant shall commit or suffer to occur any breach or default in the due
and punctual observance and performance of any of the covenants
obligations and provisions of this Agreement or any Rules and Regulations
made by RLE, the Local Authority or such other competent authorities and
shall fail to remedy such breach or default within seven (7) days of receipt of
a written notice by the respective party; or
(c) if the Tenant shall commit permit or suffer to occur any breach of default in
the due observance and performance of this obligations in respect of the
cleanliness of the Stall as hereinbefore provided after three (3) inspections
made by RLE; or
(d) if the Tenant shall commit an act of bankruptcy; or

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 (e) if the Tenant shall make an assignment for the benefit of or shall enter into
an arrangement or composition with its creditors; or
(f) if the Tenant shall assign or part with the legal and/or actual possession of
the Stall; or
(g) if the Tenant shall be unable to pay his debts; or
(h) if any distress or execution proceedings shall be levied against the Tenant
and such proceedings shall in the opinion of RLE in anyway affect the
conduct by the Tenant of his management of the Stall
then and in any one or more or such events RLE shall, at any time thereafter, have
the right forthwith terminate this Tenancy by written notice to the Tenant, lock and
prevent the Tenant from use of the Stall, including the right to disconnect the water
supply to the Stall, forfeit the Deposit, claim a lien on any goods or equipment
found in or around the Stall and to dispose the said goods or equipment whether by
auction or private treaty towards settlement of the Tenant’s debt, if any.
Acceptance of fee or any other payment by RLE shall not be deemed to operate as
a waiver by RLE of any rights of action against the Tenant in respect of any breach
of any of its obligations hereunder.

Termination of Agreement
8. All rights to the Tenant under this Agreement, shall forthwith be determined
upon:-
(a) The Tenant shall, being a corporate entity be wound up (whether
compulsorily or otherwise) or being a person shall become a bankrupt, or
shall have entered into any scheme of arrangement or composition with its or
his creditors; or
(b) On the expiration or sooner determination of this Agreement, the Tenant
shall peaceably and quietly yield up the Stall which inclusive of the Stalls to
RLE together with all fixtures, fastenings, matters and things therein
attached to and belonging or appertaining thereto in such good repair and
condition as shall be in accordance with the covenants of this Agreement
hereinbefore contained (fair wear and tear excepted) with all locks and keys
complete and to restore the Stall to as near to its original state as the Stall
was at the commencement of this Agreement as is possible.
(c) At the expiry or sooner determination of this Agreement or any renewal
thereof (if any), the Tenant shall quit and re-deliver vacant possession of the
Stall to RLE forthwith and promptly, without any necessity formal demand
for the same.

(d) In the event that any structural alterations or additions have been made to the
Stall, the Tenant shall, if so required by RLE and at the Tenant’s own cost
and expense, restore the Stall to its original state and condition, at the expiry

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 or sooner determination of the Agreement hereby created. Such restoration
shall be carried out under the supervision of RLE’s personnel or any other
authorized agent of RLE within seven (7) days from the expiration or sooner
determination of the Agreement herein created, failing which RLE shall be at
liberty to carry out such restoration and the cost and expense thereof shall be
borne by RLE and be a debt forthwith due and payable by the Tenant to
RLE.

Interest on late payment

9. Without prejudice to the rights powers or remedies of RLE otherwise under this
Agreement the Tenant shall pay to RLE interest at the rate of one point five per
centum (1.5%) per month calculated on daily rests on any monies due but unpaid
by the Tenant to RLE on any account whatsoever pursuant to this Agreement such
interest to be computed from the due date for the payment of the monies in respect
of which the interest is chargeable until full and final settlement and the same shall
be recoverable in like manner as fees in arrears.

Exclusion of Liability
10. Notwithstanding anything herein contained RLE shall not be liable to the Tenant
nor shall the Tenant have any claim against RLE in respect of:-
(a) any act or omission of RLE or its servant or employee in or about the
performance or purported performance of any duty on the part of RLE
herein contained; or

(b) any damage, injury or loss arising out of the leakage of the piping and
wiring in the Stall or any part of the Stall howsoever caused.

10.1. Notwithstanding anything herein contained RLE shall be under no liability either
to the Tenant or the Tenant’s licensees servants visitors or to others who may be
permitted to enter or use the Stall or any part thereof for accidents happening or
injuries sustained or for loss of or damage to property goods or chattels in the
Stall or any part thereof howsoever caused.

10.2. RLE shall not be liable for any damage to any goods, furniture and fittings or
other property belonging to the Tenant, its servants and/or agents situated at the
Demised Premises if for any cause beyond its control RLE unable to carry out or
perform any of the services for which the Service Charges are levied.

10.3. RLE shall not be liable to repay the Tenant the costs and expenses incurred by
the Tenant on any improvements made by the Tenant to or on the Stall and the
Tenant shall not be entitled to claim for any reduction in the fee of the account of
such costs and expenses incurred by the Tenant.

Possession of the Stall

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11. The acceptance of physical possession of the Stall by the Tenant shall be treated
as conclusive evidence as against the Tenant that the Stall is in good order and
satisfactory condition as at the date of the Tenant taking physical possession of
the Stall. RLE does not expressly or impliedly warrant that the Stall is or will
remain suitable or adequate for all or any of the purposes of the Tenant.

Waiver
12. No waiver by RLE of any breach of any covenant obligation or provision in this
Agreement contained or implied shall operate as a waiver of another breach of
the same or of any other covenant obligation or provision in this Agreement
contained or implied.

Notices
13. Any notice request or demand required to be served by either party hereto to the
other under the provisions of this Agreement shall be in writing and shall be
deemed to be sufficiently served:-
(a) if it is given by that party or that party's solicitors by post in a registered
letter with postage prepaid addressed to the other party's address herein-
mentioned and it shall be deemed to have been received at the time when
such registered letter would in the ordinary course of post be delivered to; or
(b) if it is given by that party or that party's solicitors and dispatched by hand to
the other party's solicitors.

Exclusion of implied terms

14. The terms conditions covenants provisions and agreements herein shall cover and
comprise the whole of the agreement between the parties hereto or their appointed
agents and the parties hereto expressly agree and declare that no further or other
terms conditions covenants provisions and agreements whether in respect of the
Stall or otherwise shall be deemed to be implied herein and the existence of any
such implication is hereby negative.

Stamp duty and solicitors' fees

15. The Solicitor’s fees in the preparation and execution of this Agreement and the
proper stamp duty payable for this Agreement shall be borne and paid the Tenant.

Other costs
16. The Tenant shall pay the costs and expenses including the solicitor’s costs on a
solicitor and client basis and other charges incurred by RLE:-
(a) in connection with any notice or notices served on the Tenant requiring the
Tenant to pay the Rent or other fees charges or payments provided herein or
to remedy a breach of any of the terms conditions or covenants herein; or

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 (b) in connection with any legal proceedings instituted by RLE against the
Tenant for the recovery of any sum of sums outstanding and owing by the
Tenant to RLE and/or in respect of any breach of any of the terms conditions
or covenants of the Tenant herein.

Termination or abatement on damage

17. In the event that during the Term hereby created the whole or any part of the
Demised Premises and/or the Stall shall be destroyed or damaged by fire flood
lightning storm tempest or other disabling cause so as to render the Stall
substantially unfit for the use and occupation of the Tenant or so as to render the
rebuilding or reconstruction of the Stall in its previous form impracticable or
undesirable in the opinion of RLE then:-
(a) this Agreement may be terminated without compensation, by either RLE or
the Tenant by notice in writing;
(b) any such termination as aforesaid shall be without prejudice to the rights of
either party in respect of any antecedent breach matter or thing;
(c) nothing herein contained or implied shall be without prejudice to the rights
of either party in respect of any antecedent breach matter or thing; and
(d) nothing herein contained or implied shall be deemed to impose any
obligation upon RLE to rebuild or reinstate or make fit for occupation the
Demised Premises.

Interpretation
18. In this Agreement, unless there is something in the subject or context inconsistent
with such construction or unless it is expressly provided:
(a) Where RLE, the Tenant or the Guarantor for the time being are two or more
persons obligations expressed or implied to be made by or with such party
are deemed to be made by or with such persons jointly and severally.
(b) References to the "Stall" in the absence of any provision to the contrary
include any part of the Demised Premises more particularly described in the
plan annexed hereto.
(c) Any covenant by the Tenant not to do an act or thing shall be deemed to
include an obligation not to permit or suffer such act or thing to be done by
another person.
(d) For the purpose of calculating any period of time stipulated herein, or when
an act is required to be done within a specified period after or from a
specified date, the period is inclusive of and time begins to run from the date
so specified.

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 (e) Where any approval or consent is required to be obtained under this
Agreement, such approval or consent shall be deemed to be a written
approval or consent.
(f) Words applicable to natural persons shall include any body of persons,
company, corporation, firm or partnership incorporated or unincorporated
and vice versa.
(g) Words importing the masculine gender shall include the feminine and neuter
genders and vice versa.
(h) Words importing the singular number shall include the plural number and
vice versa.
(i) Any references to a specific statute include any statutory extension or
modification amendment or re-enactment of such statute and any regulations
or orders made under such statute and any general reference to 'statute' or
'statutes' includes any regulations or orders made under such statute or
statutes.
(j) References in this Agreement to any clause sub-clause or schedule without
further designation shall be construed as a reference to the clause sub-clause
or schedule in this Agreement so numbered.
(k) The headings to the clauses of this Agreement are for convenience of
reference only and shall not be taken into account in its construction or
interpretation thereof.
(l) The Schedule(s) and the floor plan annexed hereto shall be taken, read and
construed as an essential part of this Agreement.

Severability
19. In the event one or more of the provisions contained in this Agreement should
prove to be invalid, illegal and/or unenforceable in any respect, such invalidity
illegality and/or unenforceability shall not in any way affect and/or impair the
remaining provisions contained herein.

Nothing to constitute partnership

20. Nothing in this Agreement shall be deemed to constitute a partnership between the
parties or constitute either party as agent for the other for any purpose.
Time
21. Time whenever mentioned shall be the essence of this Agreement.

Successors bound
21. This Agreement shall be binding upon the heirs executors administrator and legal
personal representatives of the Operator and the successors-in-title of RLE.

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

SIGNED by LIM LIAN TONG (NRIC No.

690701-04-5107) for and behalf of the
.............................................................
Company in the presence of :

SIGNED by

(NRIC No. ) for and

.............................................................
on behalf of the Tenant in the presence of :

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 FIRST SCHEDULE

(Which shall be taken, read and construed as an essential part of this Agreement)

Section Subject Particulars

I Name and address of the Marshah Resources & Consultant

Tenant (Business Registration No. 002099333-A)
No. 2B-2-07, Desa Impiana,
Jalan Prima Utama, Taman Puchong Prima,
47100 Puchong, Selangor Darul Ehsan

II The Stall All those floor plan measuring approximately

- Recital …………… sq. ft/meter in area more particularly
delinated red as per layout plan annexed hereto.

III Term of Tenancy Three (3) years effective from the day of
- Clause 1 , 2012

IV The Rent Ringgit Malaysia Four Thousand (RM4,000.00)

- Clause 2 only per month.

V The Deposit Security Deposit:

- Clause 3
Ringgit Malaysia Twelve Thousand
(RM12,000.00) only

Utility Deposit:

Ringgit Malaysia Three Thousand

(RM3,000.00) only.

VI Tenant's Business
- Clause 4(h)

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 The Floor Plan
The Recital)
(Which shall be taken, read and construed as an essential part of this Agreement)

Facilities and Fittings

Clause 4 (l)
(Which shall be taken, read and construed as an essential part of this Agreement)

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