XXX -YYY -MOU

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is made this day of

2004.

BETWEEN

XXX (Company No. ________), a company incorporated in Malaysia having its business
address at --------------------------------------------------------- (“XXX”), of the one part;

AND

YYY (Company No. __________), a public company listed on the Second Board of the
Kuala Lumpur Stock Exchange, incorporated in Malaysia having its business address at --
________________________________________________ (“YYY”) of the other part.

WHEREAS:

A. XXX has established an intelligent network for the operation of ________________.

B. YYY has been appointed by _____________ as the _____________________ and has

been awarded the XY Project to ___________________________________ (hereinafter
referred to as “the XY Project”).

C. The Parties have agreed to jointly develop the overall business strategy wherein
YYY has agreed to _____________________.

D. XXX and YYY hereby agree that this Memorandum is entered into to set out the
mutual understandings with regard to their respective scope of cooperation in
pursuing their intentions as contained herein.

THIS MEMORANDUM HEREBY WITNESSETH as follows:

1. DEFINITIONS

1.1 The terms set forth in this Memorandum shall have the following meanings:

“XY Project” means the XY Project awarded by

______________ to YYY as defined in Recital B.

“Y Terminals” means the EMV-compliant terminal

infrastructure to be deployed at all retail
merchants throughout Malaysia.

“X Facility” means the facility which __________________.

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2. THE COOPERATION

2.1 The Parties hereby agree to cooperate with each other to jointly develop a business
strategy wherein:

(i) YYY will incorporate X Facility in all Y Terminals to be supplied by YYY

under the XY Project to ensure that X Facility becomes a fundamental part
of the XY terminal infrastructure; and

(ii) YYY will promote the use of X Facility to the public at large together with
its promotion of the use of Y Terminals to all the retail merchants
throughout Malaysia; and

(iii) XXX will allow the use of X Facility at retail merchants outlets in
collaboration with other products to be produced by YYY or its subsidiaries
such as product A and product B, in the manner and upon the terms and
conditions to be mutually agreed upon by the Parties; and

(iv) The Parties will identify any other potential businesses or programmes
which the Parties may collaborate on by utilizing their expertise and
technology whether or not related to the XY Project.

3. CONFIDENTIALITY

3.1 The Parties shall at all times keep strictly secret and confidential all Confidential
Information (as hereinafter defined) relating to the conduct of the XY Project and
the other Party.

3.2 “Confidential Information” shall include without limitation information pertaining

to their respective customers’ list (including potential customers), marketing
strategies and any other information relating to the affairs or business of the
respective Parties which might reasonably be considered confidential or sensitive
taking into account the nature of the respective Parties’ businesses whether or not
marked or advised by the disclosing Party as confidential but shall exclude any
information which:
(i) has entered into the public domain through no fault or act of the receiving
Party; or
(ii) was known to the receiving Party prior to the date hereof; or
(iii) was subsequently disclosed by a third party to the receiving Party.

3.3 The Parties acknowledge that all Confidential Information disclosed under and
pursuant to this Memorandum are valuable, special and unique asset proprietary
to the disclosing Party and that any unauthorised disclosure of the Confidential
Information to a third party may cause irreparable loss, harm and damage to the
disclosing Party. Accordingly, the receiving Party hereby indemnifies and holds
the disclosing Party harmless against any loss, action, expense, claim, harm or
damage of whatsoever nature suffered or sustained by the disclosing Party
pursuant to a breach by the receiving Party of the provisions hereof.

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4. NON-EXCLUSIVITY

4.1 The Parties acknowledge that they are at liberty to embark upon any other
commercial ventures of whatever nature and that they are not bound exclusively by
this Memorandum. The Parties shall be at liberty to enter into any separate
agreements or arrangements with any third party for any other project whether or
not related to the XY Project without reference to the other Party at any time during
the subsistence and after the conclusion of this Memorandum.

5. CONCLUSION

5.1 This Memorandum may be concluded in the following event:

(i) by mutual agreement between the Parties; or
(ii) by a Party in the event the other Party breached any of the provisions of this
Memorandum, in particular but not limited to the provision of Clause 3 on
confidentiality; or
(iii) by any Party by giving one (1) month’s prior notice in writing to the other
Party.

5.2 If the conclusion of this Memorandum shall in any way prevent YYY from fully
performing its obligations under the XY Project to the Government, XXX shall not
be liable for any of the consequences YYY may suffer thereof.

5.3 Forthwith upon the conclusion of this Memorandum for whatever reason each
Party shall immediately:
(i) return to the other Party all Confidential Information which its nature is
capable of being delivered; and
(ii) destroy (the expression which includes permanent deletion from a
program or software), permit an employee of the other Party to witness
and certify in writing the destruction of all Confidential Information which
is not capable of being delivered or the copies of which will survive any
delivery (including but not limited to a soft copy of any document),
stored in any medium, in the possession and control of a Party (including original
medium, copies and any notes and other records prepared by a Party based on or
incorporating any Confidential Information).

5.4 Clauses 3, 5.2 and 5.3 shall survive the termination or expiration of this
Memorandum.

6. MISCELLANEOUS

6.1 Understanding Subject to Agreement

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Until and unless the Parties execute a binding document and/or enter into an
agreement, this understanding shall not form any legal partnership or joint
venture between the Parties and neither Party shall have the right to pledge or
bind the other in any commitment or contractual relationship whatsoever.

6.2 Costs
Each Party shall bear its own costs and expenses incurred and associated with the
entering into this Memorandum and all performance in connection with this
Memorandum.

6.3 Mutual Intention

The Parties recognise that it is impractical to incorporate provisions for every
contingency which may arise in the negotiations and in the course of the
performance of the provisions herein and accordingly declare their intentions that
this Memorandum shall operate between them with fairness and the Parties
covenant and agree with each other that they shall use their best endeavours to
ensure that full effect is given to the terms of this Memorandum in the spirit in
which it was agreed.

6.4 Entire Understanding

This Memorandum contains the entire understanding of the Parties with respect to
the subject matter hereof and cancels and supersedes any previous understanding
or agreement related to the subject matter of this Memorandum, whether written
or oral. Any amendments to or change of this Memorandum shall be made in
writing and signed by the Parties.

6.5 Assignment
Except as otherwise agreed by the Parties, the Parties shall not be entitled to
transfer or assign any of their rights or obligations derived from this
Memorandum to a third party.

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

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IN WITNESS WHEREOF, the Parties have executed this Memorandum on the date first
written above.

SIGNED BY )
for and on behalf of )
XXX )
in the presence of :- ) ………………………………………….

……………………………………………

SIGNED BY )
for and on behalf of )
YYY )
in the presence of :- ) ………………………………………….

……………………………………………

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