DEED OF MUTUAL COVENANTS

THIS DEED is made on the date, month and year specified in Section 1 of
the Schedule hereto

BETWEEN

………….. (Vendor No. ……), a company incorporated in Malaysia and duly

licensed under the Housing Developers (Control & Licensing) Act 1966
(hereinafter called "the Vendor") and presently having its registered office at
……of the first part.

AND

THE PARTY/PARTIES NAMED AND DESCRIBED IN SECTION 2 OF THE

SCHEDULE HERETO (hereinafter called "the Purchaser(s)") of the second
part

AND

PERBADANAN KEMAJUAN NEGERI SELANGOR a statutory body

incorporated under the Selangor State Authority Development Enactment,
1964 and having its registered office at …… (hereinafter called "the
Proprietor") of the third part.

WHEREAS :-

I. The Proprietor is the beneficial owner of land held under Section 1

of .. in area measuring approximately … acres (hereinafter called
"the said Land") and has been granted the absolute right to develop
the said Land as a housing development and to sell the said Land
and has granted the Vendor the absolute right to develop the said
Land as a residential, commercial, recreational and resort
development and to sell the said Land.

II. In connection therewith, the Vendor and the Proprietor are

developing, interalia 2-storey semi detached houses (hereinafter
called "the Houses") on the said Land (hereinafter that part of the
said Land on which the said Houses are erected or to be erected
shall be called "the said Housing Area").

III. By a Sale and Purchase Agreement of the date specified in Section

4 of the Schedule hereto made between the Vendor of the first part
and the Purchaser(s) of the second part and the Proprietor of the
third part (hereinafter called “the S&P Agreement”), the Vendor and
the Proprietor have agreed to sell to the Purchaser(s), and the
Purchaser(s) have agreed to purchase from the Vendor and the

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 Proprietor one of the Houses to be erected by the Vendor in the
said Housing Area, being all that parcel of land together with the
property described in Section 3 of the Schedule hereto (hereinafter
called “the said Property”) at the price and subject to the terms and
conditions of the S&P Agreement.

IV. In connection with the objectives referred to in Clause 1 below, the

parties hereto have agreed to make further covenants and
agreements supplemental to the S&P Agreement in respect of the
use and enjoyment of, and matters relating to, the said Property
and the said Housing Area, for the benefit of the Purchaser(s).

NOW THIS DEED WITNESSETH as follows: -

1. OBJECTIVES

The Purchaser(s) acknowledge(s) that the said Land is intended and planned
by the Vendor to be a residential, commercial, recreational and resort
development and that the provisions of this Deed are meant to support this
vision of maintaining such well-planned development and to create and
preserve the aesthetic value and beauty of the said Land as a well-planned
recreational, residential and commercial resort development. Accordingly,
the Purchaser(s) hereby agree(s) to perform and comply with the
Purchaser(s) covenants, agreements and obligations under this Deed, and to
be bound by this Deed.

2. PURCHASER(S)’ COVENANTS

The Purchaser(s):-

2.1 shall use the said Property only for residential and dwelling purposes,
and shall not use, or permit or suffer to be used, the said Property,
directly or indirectly, for any commercial and/or other purpose(s);

2.2 shall not use the said Property in contravention of, or which will or
may, infringe any laws, by-laws, rules or regulations whether imposed
by law or any authority or the Vendor;

2.3 shall not use, or permit or suffer to be used, the said Property for any
illegal, unlawful or immoral purpose, or do or omit to do or permit or
suffer to be done or omitted, anything which may be or become a
nuisance to or give reasonable cause for complaint by any of the Other
Purchasers and/or occupiers in the vicinity and/or the Vendor;

2.4 shall not bring or keep upon, or permit or suffer to be brought or kept
upon, the said Property and/or any part of the said Housing Area or

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 the said Land any articles of a specially combustible, inflammable,
explosive, noxious and/or dangerous nature;

2.5 shall collect all rubbish, debris and/or other waste material(s) into
refuse bags and/or containers prior to depositing the same into the
built-in refuse compartment provided for in the said Property, and
shall not cause or permit or suffer any accumulation of dirt, rubbish,
debris or other waste material in, or about the said Property, or
deposit or throw upon any part of the said Housing Area or the said
Land any dirt, rubbish, debris and/or other waste material(s);

2.6 shall not leave and/or store any good(s), chattel(s) and/or vehicle(s)
which may cause inconvenience or obstruction to others and/or
which may result in damage/destruction of any fauna/flora and/or
any landscaping in, on and/or about the said Housing Area or the
said Land;

2.7 shall not keep and/or bring upon, or permit or suffer to be kept or
brought upon, the said Property any insects, reptiles, livestock,
poultry and/or other animals whatsoever PROVIDED ALWAYS THAT
common household pets such as dogs, cats, fish and birds may be
brought upon and at all times kept within the said Property or on a
leash held by a person capable of controlling such pets.
Notwithstanding the foregoing, (a) no insects, reptiles, livestock,
poultry or other animals which the Vendor at its absolute discretion
determines to be an annoyance or obnoxious or may pose a danger to
any person or property may be kept or brought upon the said
Property, and (b) the Purchaser(s) shall not keep or bring upon the
said Property any common household pets, insects, reptiles, livestock,
poultry or other animals for commercial purposes;

2.8 shall not conduct or permit or suffer to be conducted in, on or about

the said Property and/or any part of the said Housing Area or the said
Land, any auction, garage sale and the like, save with the prior
written consent of the Vendor, which if given, may be given on or
subject to such conditions as the Vendor deems fit in its absolute
discretion;

2.9 shall not affix or display or erect, or permit or suffer to be affixed or

displayed or erected on any part of the said Property and/or the said
Housing Area or the said Land any placard, advertisement, banner,
billboard or other sign of any kind or nature whatsoever;

2.10 shall ensure and maintain the aesthetic value, beauty or ambience of
the said Property in the said Housing Area and/or of the said Land
and shall not hang clothes or other clothing apparel or anything
whatsoever for airing or drying or other purpose whatsoever on any
part of the said Property where such clothes, clothing apparel or other

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 things may be visible from the front street serving the said Property,
or which may otherwise detract from the aesthetic beauty of the said
Property and/or the said Housing Area, or the aesthetic value or
beauty or ambience of the said Land;

2.11 shall ensure that any radio or television aerial or any other
transmitting or receiving devices/apparatus or air-conditioning unit
(or any part thereof) as may be affixed or attached to the exterior of
the said Property shall be discreetly affixed or attached or placed in a
discreet and obscure position, so as not to detract from the aesthetic
beauty of the said Property or the said Housing Area, or the aesthetic
value or beauty or ambience of the said Land;

2.12 shall maintain uniformity of the exterior or external appearance of the

said Property with the exterior or external appearance of the other
houses in the said Housing Area, and in particular but without
limiting the generality of the foregoing, the Purchaser(s) shall:-

(a) not paint the exterior of the said Property (inclusive of the
roof(s)) in any colour which is different from the colour scheme
of the said Property selected and implemented by the Vendor as
at the time vacant possession thereof is delivered or deemed
delivered to the Purchaser(s) pursuant to the S&P Agreement or
which in the opinion of the Vendor, may not or would not be in
harmony with the general colour scheme intended by the
Vendor for the said Housing Area, or may or would detract from
the aesthetic beauty of the said Housing Area or the aesthetic
value or beauty or ambience of the said Land. Further, the
Purchaser(s) shall ensure that all fittings and structures
protruding from or forming part of or affixed or attached to the
exterior of the said Property shall, in terms of colour, conform to
the colour scheme selected, implemented or intended by the
Vendor as mentioned above;

(b) ensure that any alteration, renovation or otherwise modification

of or to any part of the said Property shall be carried out or
implemented or effected in a manner that ensures that the
effected part of the said Property would not appear substantially
different from the general external appearance of the other
properties in the said Housing Area and not detract in the
Vendor's opinion from the aesthetic beauty of the said Property
or the said Housing Area, or the aesthetic value or beauty or
ambience of the said Land or which may otherwise not be in
harmony with the other houses in the said Housing Area or
which may or would detract from the aesthetic value or beauty
or the ambience of the said Land. The Purchaser covenants not
to alter, renovate or otherwise modify howsoever in any manner
whatsoever any part of the exterior of the said Property without

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 first obtaining the consent of the Vendor which will not be
unreasonably withheld;

2.13 covenants that if the Purchaser(s) shall decide to install, or cause to

be installed, any automatic gates to the said Property, the
Purchaser(s) may demolish or modify such part of such fences only to
such extent as shall be necessary for such purpose PROVIDED
ALWAYS that the Purchaser(s) shall not demolish or alter the
appearance or type of walls, structures and/or fences separating the
said Property from the front street serving the said Property (and if the
said Property is a corner lot, from the side street as well) as may be
constructed on or affixed by the Vendor pursuant to or under the S&P
Agreement;

2.14 may replace the chain link fences as may be installed or affixed by the
Vendor pursuant to or under the S&P Agreement on the boundaries of
the said Property separating the said Property from adjoining lot or
lots, with other fences provided that such replacement fences are of
the type, design and colour which is/are as similar as possible to the
fences separating the said Property from the front street serving the
said Property (and if the said Property is a corner lot, from the side
street as well) as may be constructed on or affixed to the boundaries
of the said Property by the Vendor pursuant to or under the S&P
Agreement and provided further that any solid fences as may be
affixed or installed by the Purchaser(s) in replacement of such chain
link fencing, shall not exceed two (2) feet in height from the original
ground level. However such solid fences may have affixed on the top
thereof decorative metal fencing not exceeding three (3) feet in height
from the top of such solid fences. Such solid fences and decorative
metal fencing shall also be of the type, design and/or colour which is
as similar as possible to the fences separating the said Property from
the front street serving the said Property (and if the said Property is a
corner lot, from the side street as well) as may be constructed on or
affixed by the Vendor pursuant to or under the S&P Agreement;

2.15 shall maintain all fences installed, constructed and/or affixed

(whether by the Vendor or the Purchaser(s) or any other person) to the
boundaries of the said Property in good and substantial repair and
condition;

2.16 shall keep and maintain the garden of the said Property clean, weeded
and free of lallang and other undergrowth; and

2.17 shall not plant, grow, cultivate and/or maintain any plant(s),
fauna/flora, tree(s), shrub(s), bush(es) and/or any like vegetation(s)
in, on and/or about the said Housing Area and/or the said Land.

3. RENOVATIONS/ALTERATIONS

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3.1 Prior to the issue of a Certificate of Fitness for Occupation for the said
Property, the Purchaser(s) shall not renovate or otherwise alter and/or
modify howsoever the said Property and/or carry out any renovation,
alteration and/or extension works whatsoever in, on and/or about the
said Property.

3.2 The Purchaser(s) hereby covenants with the Vendor that in respect of
any renovation, alteration and/or extension whatsoever in, on and/or
about the said Property after the issue of a Certificate of Fitness for
Occupation for the said Property:-

III.2.1 the Purchaser(s) will at his own cost and expense ensure that
the Purchaser(s)' contractor(s) and/or any other person(s) so
engaged or entrusted by the Purchaser(s) as regards such
renovation, alteration and/or extension work, (including the
servants and/or agents of such contractor(s) and/or other
person(s) as aforesaid) will not in any manner whatsoever
damage and/or cause any damage to the roads, drainage,
sewerage, pipes, cables and/or any other structures and/or
items constructed, erected and/or provided by the Vendor
and/or otherwise in, on, about and/or within the said Housing
Area or the said Land, and/or store, keep any building
materials and/or construction equipment outside the said
Property, or erect any workers' quarters and/or store on any
part of the said Housing Area or the said Land, and/or block
any road and/or backlane within the said Housing Area or the
said Land, or deposit or dump and/or allow any accumulation
of any waste or other materials on any part of the said Housing
Area or the said Land;

3.2.2 the Purchaser(s) will ensure, cause and procure that such
renovation, alteration or extension works shall be carried out
only between the hours of 8.00 a.m. to 6.00 p.m. on Mondays to
Saturdays and that no renovation, alteration or extension works
whatsoever shall be carried out on Sundays and/or public
holidays; and

3.2.3 prior to the commencement of such renovation, alteration or

extension works, the Purchaser(s) shall:-

(a) obtain all necessary written permits, approvals,

exemptions and/or waivers from the relevant authorities
for such renovation, alteration and/or extension;

(b) furnish to the Vendor details of the contractor(s) and/or

other person(s) engaged and/or entrusted by the
Purchaser(s) as mentioned above vehicles and workmen;

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 and

(c) pay to the Vendor a deposit of Ringgit … only (RM…) or

such other sums as the Vendor may at its sole and
absolute discretion(s) determine from time to time which
shall be refunded by the Vendor to the Purchaser(s), free
of interest, after the completion of such renovation,
alteration and extension if:-

(i) all debris and other materials from or relating to

such renovation, alteration and extension works
shall have been duly and properly removed by the
contractor(s) or other person(s) engaged or
entrusted by the Purchaser(s) as mentioned above
or the Purchaser(s), and

(ii) all the Purchaser(s)' covenants stipulated or

referred to in Clauses 2.11 to 2.14, this Clause 3.2
and Clause 3.3 or other provisions under this Deed
shall have been duly performed and complied with
or until the Purchaser(s) shall have rectified any
breach thereof, whichever shall be the latest.

The Vendor shall have the absolute liberty to utilise the

whole or such part of such deposit in or towards
remedying any breach by the Purchaser(s) of the
Purchaser(s)' covenants and undertakings mentioned in
Clauses 2.11 to 2.14, Clause 3 or other provisions under
this Deed. For the purposes hereof, any act and omission
of the Purchaser(s)' contractor(s) or other person(s)
engaged or entrusted by the Purchaser(s) as mentioned
above shall be deemed and treated as the Purchaser(s)'
act and omission respectively. Provided always that if
such deposit shall not be sufficient to pay for the costs
and expenses incurred or expended or payable by the
Vendor in remedying any breach by the Purchaser(s) of
the Purchaser(s) covenants and undertakings in respect of
such renovation, alterations and extension, the
Purchaser(s) shall immediately on demand pay to the
Vendor such additional amount as may be required by the
Vendor; and

3.2.4 the Purchaser(s) shall comply with all laws, regulations, orders,
rules and bye-laws the conditions (if any) of all permits,
approvals, exemptions or waivers obtained by the Purchaser(s)
as referred to in Clause 3.2.3(a).

3.3 Notwithstanding anything to the contrary express or implied in this

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 Deed or bye- law, the Purchaser(s) hereby covenants and agrees and
shall ensure that no renovation, alteration or extension to the said
Property (or any part thereof) may be carried out, effected or
implemented by or on behalf of or for the Purchaser(s) if such
renovation, alteration or extension would result in, or have the effect
of causing, a breach of the Purchaser(s)' covenants in Clauses 2.11 to
2.14 hereof.

4. GENERAL SECURITY SERVICES FOR THE SAID HOUSING AREA

4.1 The Vendor or the Vendor’s Management Company as the Vendor

shall determine hereby agrees to provide Security Services (defined
below) for the said Housing Area or the said Land. In this Deed, the
expression "Security Services" means such security services of such
nature as may be provided by the Vendor at the Vendor's absolute
discretion for the said Housing Area or the said Land, which may if
the Vendor deems fit at its absolute discretion, include a
guardhouse(s) at such places on or about the said Housing Area or
the said Land as the Vendor deems fit and/or security patrols at or
about the said Housing Area or the said Land of such nature and
frequency as the Vendor may determine at its discretion. However the
Vendor shall be under no obligation to provide the Security Services
unless and until the Vendor shall have obtained all approvals of all
relevant authorities which are required by law to be obtained by the
Vendor or which the Vendor otherwise considers expedient or
advisable (collectively "the Approvals"), and accordingly, in the event
that any of the Approvals shall not be granted, or shall be withdrawn,
by the relevant authority or authorities, or shall lapse for any reason
whatsoever, the Vendor shall not be obliged to provide, and shall be
entitled to cease to provide, the Security Services (or any part thereof)
without any liability to the Purchaser(s) or the Purchaser(s) family
members, lessees, tenants, servants, agents, licensees, guest and
other persons whomsoever.

4.2 The Vendor shall be entitled to appoint an agent(s) or otherwise to

delegate its duties for or in connection with the provision of the
Security Services (or any part thereof).

4.3 In consideration of the Vendor providing the Security Services, the

Purchaser(s) shall pay to the Vendor such sum(s) as specified in
Section 5 of the Schedule hereto per calender month or such other
sum(s) as shall be determined by the Vendor at its sole and absolute
discretion (hereinafter called "the Security Fees") for the Security
Services with effect from the Security Services Commencement Date.
For the purposes hereof, "Security Services Commencement Date"
means the date the notice from the Vendor to the Purchaser(s)
requesting the Purchaser(s) to take vacant possession of the Said

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 Property under the S&P Agreement or at the Vendor’s option, such
later date as the Vendor may at its absolute discretion stipulate and
notify to the Purchaser(s).

4.4 The Security Fees shall:-

4.4.1 be paid by the Purchaser(s) to the Vendor twelve (12) calender

months in advance, the first of such payments to be paid to the
Vendor within fourteen (14) days of the Security Services
Commencement Date and thereafter the Security Fees shall be
paid by the Purchaser(s) to the Vendor every six (6) calender
months in advance; and

4.4.2 include not only the cost and expense to the Vendor in, and in
connection with, providing the Security Services but shall also
include:-

(a) a sum (to be determined by the Vendor at its discretion)

by way of the Purchaser(s)' not refundable contribution to
a sinking fund held and maintained or to be held and
maintained by the Vendor for the upkeep, maintenance
and upgrading of the guardhouse and other fixtures,
fittings and erections as may be affixed or erected by the
Vendor and other goods and chattels as may be employed
by the Vendor for or in connection with the provision of
the Security Services (or any part thereof), and

(b) the Vendor's administrative charges in connection with

the provision of the Security Services.

The Vendor shall not be liable to refund to the Purchaser(s) or

any of the Other Purchasers any amount held or maintained in
the said sinking fund or to account to the Purchaser(s) or any of
the Other Purchasers in respect of moneys from time to time
held or maintained in the said sinking fund.

4.5 If the Security Fees or any portion thereof shall remain unpaid by the
Purchaser(s) after fourteen (14) days from the date the Security Fees
becoming due, interest on the Security Fees shall accrue immediately
thereafter and be payable by the Purchaser(s). Such interest (before as
well as after judgement) is to be calculated from day to day until the
date of actual and full payment at the rate of ten per centum (10%)
per annum or such other rate as the Vendor may at its sole and
absolute discretion determine from time to time. Notwithstanding the
interest chargeable, in the event the Security Fees shall remain
unpaid, the Vendor shall be entitled to stop and suspend the services
for which the Security Fees is payable.

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4.6 The Purchaser(s) hereby expressly acknowledge(s) and agree(s) that
the provision of the Security Services is intended to maintain a
general security presence within the said Housing Area, but is not
intended to be or warranted as a guarantee or assurance or
representation by the Vendor of security for or within the said
Housing Area, and accordingly, the Purchaser(s) hereby agree(s) that
notwithstanding anything to the contrary, express or implied, in this
Deed or bye- law, neither the Vendor nor its servants and/or agents
shall be liable to the Purchaser(s) or the Purchaser(s)' family, servants,
agents, lessees, tenants, licensees, invitees or any other person or
persons in, on or about the said Property or the said Housing Area, for
any injury, loss (including loss of life) or damage whatsoever to their
person or property, in, on or about the said Property or the said
Housing Area, whether by reason or as a consequence of or arising
from or in connection with any criminal act (including but not limited
to theft, burglary, robbery) or other act whatsoever and howsoever
occurring or committed in, on, about or outside the said Property or
in, on or about the said Housing Area, whether as a result of or
arising from or by reason of any negligent or other act or omission by
the Vendor or its servants, agents or licensees in or in connection with
the provision of the Security Services (or any part thereof) or otherwise
whatsoever.

4.7 Notwithstanding anything to the contrary herein contained, the

Vendor shall be entitled without any liability to the Purchaser(s) or
any other person, to withhold or suspend from time to time and for
any period of time, or to terminate, or to discontinue the provision of
the Security Services (or any part thereof) for any reason or in or
under any circumstances whatsoever, and the Purchaser(s) hereby
agree(s) that the Vendor shall not in any circumstances whatsoever be
liable to the Purchaser(s) in the event the Vendor is or shall be or
become unable to provide, or delays in, or withholds, suspends or
terminates or discontinues the provision of the Security Services (or
any part thereof).

4.8 The Vendor shall be entitled from time to time to review and vary the
Security Fees payable by the Purchaser(s) at its sole and absolute
discretion by giving notice in writing to the Purchaser(s) informing the
Purchaser(s) of the reviewed and varied Security Fees.

4.9 The liability for the Security Fees may not be avoided by waiver of the
use or enjoyment of the said Housing Area or the non-use or
abandonment of the said Property.

5. MAINTENANCE FEES

5.1 The Purchaser(s) shall pay to the Vendor or the Vendor’s Management

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 Company as the Vendor shall determine such sum(s) as specified in
Section 6 of the Schedule hereto per calender month being the
maintenance fees (hereinafter called "the Maintenance Fees") and the
Maintenance Fees shall be payable by the Purchaser(s) to the Vendor
twelve (12) months in advance and thereafter be payable every six (6)
months in advance.

5.2 The Maintenance Fees shall to be paid by the Purchaser(s) within

fourteen (14) days from the date of the notice from the Vendor to the
Purchaser(s) requesting the Purchaser(s) to take vacant possession of
the Said Property under the S&P Agreement.

5.3 The Vendor shall be entitled from time to time to review and vary the
Maintenance Fees payable by the Purchaser(s) at its sole and absolute
discretion by giving notice in writing to the Purchaser(s) informing the
Purchaser(s) of the reviewed and varied Maintenance Fees.

5.4 If the Maintenance Fees or any portion thereof shall remain unpaid by
the Purchaser(s) after fourteen (14) days from the date the
Maintenance Fees becoming due, interest on the Maintenance Fees
shall accrue immediately thereafter and be payable by the
Purchaser(s). Such interest (before as well as after judgement) is to be
calculated from day to day until the date of actual and full payment at
the rate of ten per centum (10%) per annum or such other rate as the
Vendor may at its sole and absolute discretion determine from time to
time. Notwithstanding the interest chargeable, in the event the
Maintenance Fees shall remain unpaid, the Vendor shall be entitled to
stop and suspend the services for which the Maintenance Fees is
payable and where permissible by law to disconnect water and
electricity supplies to the said Property.

5.5 PROVIDED ALWAYS that the Purchaser(s) shall have paid to the
Vendor the Maintenance Fees and shall not be in default thereof, the
Vendor shall provide the services, including refuse collection, cleaning
of public drains and grass cutting on the road reserves, as from the
date of handing over of vacant possession until the same are taken
over by the Appropriate Authority.

5.6 Notwithstanding the provisions of Clause 5.5 above, the Vendor or the
Vendor’s Management Company shall be entitled at its absolute
discretion and without assigning any reason(s) therefore to suspend or
discontinue entirely at any time or from time to time the provision of
the services or any one or more of them for which the Maintenance
Fees has been levied without liability to the Purchaser subject always
that if the provision of all such services has been discontinued
entirely, no Maintenance Fees shall be chargeable in such case,
provided however that, if any one or more of such services are
maintained, the Vendor shall be entitled to levy a specific service

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 charge for the provision of any such service or services.

5.7 Notwithstanding the duty of the Vendor to maintain and manage the
said Housing Area the Vendor shall not be liable to the Purchaser(s),
his tenants, lessees, invitees, , licensees or other lawful occupiers for
any death, injury or damage caused by the acts, negligence, neglect or
omissions on the part of the Vendor in the discharge of its duties and
obligations herein contained.

5.8 The liability for the Maintenance Fees may not be avoided by waiver of
the use or enjoyment of the said Housing Area or the non-use or
abandonment of the said Property.

6. SALE/DISPOSAL OF THE SAID PROPERTY

6.1 The Purchaser(s) hereby covenants and undertakes with the Vendor
that in the event of any sale or transfer of the Said Property from the
Purchaser(s) to a subsequent purchaser, the Purchaser(s) shall ensure
and make it a condition of such sale or transfer that the subsequent
purchaser shall likewise covenant and undertake with the Vendor to
be bound by the covenants contained herein. If required by the
Vendor, the Purchaser(s) shall procure the subsequent purchaser to
enter into a Deed of Covenants with the Vendor to give effect to the
foregoing provisions.

6.2 Until the issue of a separate document of title to the said Property and
the transfer thereof to the Purchaser(s) and the due completion by the
Purchaser(s) of the Purchaser(s)’ purchase of the said Property under
and in accordance with the S&P Agreement (in particular but without
limiting the generality, the due payment of the purchase price and all
other moneys whatsoever due, owing or payable by the Purchaser(s) to
the Vendor under and in connection with the S&P Agreement), the
Purchaser(s) shall not sell, transfer, assign or otherwise dispose of or
deal with the said Property or any of the Purchaser(s)’ rights, title,
interests, benefits, advantages or stipulations in, to, under or arising
from the S&P Agreement, without the Vendor’s prior written consent
first had been obtained which may be given or withheld by the Vendor
at its absolute discretion PROVIDED ALWAYS THAT:-

6.2.1 If there is no subsisting breach of the S&P Agreement or this

Deed, the Vendor shall not refuse to give its consent for an
assignment by the Purchaser(s) of the said Property and the
Purchaser(s)’ rights, title, interest, benefits, advantage and
stipulations in, to and under the S&P Agreement or the
charging of the said Property by the Purchaser(s) in favour of a
financial institution or other financier as security for a loan or
facility obtained by the Purchaser(s) from such financial

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 institution or other financier to finance or part-finance the
Purchaser(s)’ purchase of the said Property from the Vendor
PROVIDED FURTHER that notwithstanding such assignment or
charging by the Purchaser(s), the Purchaser(s) shall continue to
be bound by the provisions of this Deed and the S&P Agreement
and the Purchaser(s) shall continue to perform and comply with
all the Purchaser(s)’ covenants, agreements and obligations
under this Deed and S&P Agreement; and

6.2.2 any consent as may be given by the Vendor pursuant to this

Clause 6 may be subject to such terms and conditions as the
Vendor at its absolute discretion deems fit, including:-

6.2.2 (a) the execution by the Purchaser(s)’ purchaser,

assignee or transferee of a deed containing similar
terms and conditions as provided in the Deed; and

6.2.2 (b) the payment by the Purchaser(s) and/or the

Purchaser(s)’ purchaser, assignee or transferee of
an administrative fee of such amount as the Vendor
shall at its absolute discretion determine from time
to time; and

6.2.2 (c) where applicable, the obtainment of the authority’s

approval.

6.3 All costs and expenses in respect of, arising from or incidental to the
foregoing matters (including legal fees on a full indemnity basis
incurred, expended or payable by the Vendor) shall be borne by the
Purchaser(s).

7. CAVEATS/RIGHT TO ENCUMBER

7.1 The Purchaser(s) shall ensure that the Purchaser(s) and the
Purchaser(s)’ financier financing or part-financing the purchase of the
said Property shall not pending the issue of a separate document of
title to the said Property lodge any caveat or cause any caveat to be
lodged against the said land or any part thereof at any time
whatsoever. In the event the Purchaser(s) and/or such financier shall
lodge a caveat against the said Land or any part thereof the Vendor
shall be entitled to take the appropriate action to have the same
cancelled or removed and the Purchaser(s) shall on demand by the
Vendor pay to the Vendor all costs and expenses incurred by the
Vendor in respect thereof and also all damages suffered or sustained
or as may be suffered or sustained by the Vendor as a result of or
arising from or in connection with the entry of such caveat.

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7.2 Notwithstanding anything to the contrary in the S&P Agreement or
this Deed, the Vendor shall be entitled, as security for any loan(s)
and/or facility/facilities, from time to time and at any time:-

7.2.1 pending the issuance of a separate document of title to the said

Property to charge or otherwise encumber or create howsoever
any security interest whatsoever over and against the said Land
in favour of any financial institution(s) and/or other
party/parties; and/or

7.2.2 after the issuance of a separate document of title to the said

Property but prior to the full payment by the Purchaser(s) of the
purchase price for the said Property and all other sums of
moneys whatsoever owing or payable by the Purchaser(s) to the
Vendor under or in relation to the S&P Agreement, to charge or
otherwise encumber or create howsoever any security interest
whatsoever over or against the said Property in favour of any
financial institution(s) and/or other party/parties,

and the Purchaser(s) hereby expressly consent(s) to and give(s) the

Purchaser(s)’ approval for the creation of such charges, encumbrances
and security interests whatsoever by the Vendor as aforesaid.
However, the Vendor shall and hereby undertakes with the
Purchaser(s) that subject to the full payment by the Purchaser(s) of
the purchase price for the said Property and all other sums of moneys
whatsoever owing or payable by the Purchaser(s) to the Vendor under
or in relation to the S&P Agreement, and provided that the
Purchaser(s) shall have duly performed and observed all the terms
and conditions of the S&P Agreement to be performed and observed by
the Purchaser(s), the Vendor shall immediately prior to the handing
over of vacant possession of the said Property to the Purchaser(s)
pursuant to the S&P Agreement, or immediately prior to the transfer
of the said Property by the Vendor to the Purchaser(s), whichever shall
be the earlier, procure at the Vendor’s own cost and expense, the
discharge or release of such charges, encumbrances and security
interest whatsoever as may be or may have been created by the
Vendor as aforesaid.

8. PERFORMANCE DEPOSIT

8.1 The Purchaser(s) shall within fourteen (14) days from the date of a
notice from the Vendor to the Purchaser(s) requesting the Purchaser(s)
to take possession of the said Property, pay to the Vendor a sum of
Ringgit Malaysia Five Hundred only (RM500.00) or such other sum as
may be required by the Vendor (the "Performance Deposit") as a

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 deposit for the due performance and compliance by the Purchaser(s)
of all the Purchaser(s) covenants, agreements and obligations in and
under this Deed.

8.2 The Performance Deposit shall not be deemed to be or treated as

payment of the moneys (or any part thereof) payable by the
Purchaser(s) under this Deed or the S&P Agreement and the
Purchaser(s) shall not be entitled to set off against the performance
Deposit any sum or sums of moneys payable by the Purchaser(s) to
the Vendor under this Deed or the S&P Agreement.

8.3 The Vendor shall be entitled from time to time in the event of any
breach or non-performance or non-observance by the Purchaser(s) of
any of the Purchaser(s)' covenants, agreements or obligations under
this Deed, to appropriate from the Performance Deposit any sum or
sums as may be necessary:-

8.3.1 in or towards satisfaction of the sums due from or payable by

the Purchaser(s) under or in relation to this Deed; and/or

8.3.2 in or towards satisfaction of such costs of any maintenance,

renovation, replacement, repairs or other works which the
Vendor may carry out or effect as a result of or arising from or
in connection with or by reason of the Purchaser(s)' breach of
any of its covenants, agreements or obligations under or in
relation to this Deed.

Such appropriation by the Vendor shall be without prejudice to the

other rights, if any, of the Vendor in respect of such breach or non-
performance or non-observance and shall not prejudice the rights of
the Vendor in respect of any further breach, non-performance or non-
observance by the Purchaser(s) of the same covenant, agreement or
obligation or of any breach by the Purchaser(s) of the Purchaser(s)'
other covenants, agreements or obligations herein contained. In the
event that the Performance Deposit shall not be sufficient to pay for
the sums and costs referred to above, the Purchaser(s) shall pay to the
Vendor on demand, such additional amount as the Vendor may
require.

8.4 The Purchaser(s) shall at all times maintain the Performance Deposit
in the sum of Ringgit Malaysia Five Hundred only (RM500.00) or such
other sum as may be required by the Vendor, and shall upon demand
by the Vendor, pay such sum as may from time to time and at any
time be required to maintain the Performance Deposit in such
amount.

8.5 The Vendor shall refund to the Purchaser(s) the Performance Deposit
(or as the case may be, the balance thereof then held by the Vendor),

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 free of interest after the sale or disposal of the said Property by the
Purchaser(s) and provided that:-

8.5.1 there shall have been no breach by the Purchaser(s) of the

Purchaser(s)’ covenants, agreements and obligations under and
in relation to this Deed; and

8.5.2 the subsequent Purchaser(s)’ has made the payment of the

Performance Deposit to the Vendor.

9. LATE PAYMENT INTEREST

9.1 If the Purchaser(s) shall not for any reason whatsoever, pay to the
Vendor any moneys whatsoever payable by the Purchaser(s) to the
Vendor under or in relation to this Deed when due or when demanded
or in the manner herein contemplated, the Purchaser(s) shall, in
addition to and without prejudice to any other rights, powers or
remedies of the Vendor, pay to the Vendor, as agreed liquidated
damages, interest on such amount of such moneys which is due or
demanded but remaining unpaid. Such interest (before as well as after
judgement) is to be calculated from day to day until the date of actual
and full payment at the rate of ten per centum (10%) per annum or
such other rate as the Vendor may at its sole and absolute discretion
determine from time to time.

10. ENFORCEMENT

10.1 The breach by the Purchaser(s) of any of the Purchaser(s)' covenants,

agreements or obligations under or in relation to this Deed shall give
the Vendor the right to:-

10.1.1carry out or effect such maintenance, repair, renovation,

replacement or other works as the Vendor at its absolute
discretion considers necessary by reason or as a result of or
arising from or in connection with such breach by the
Purchaser(s) of any of the Purchaser(s)' covenants, agreements
or obligations under or in relation to this Deed and to recover
from the Purchaser(s) the costs and expenses so thereby
expended or incurred by the Vendor; and/or

10.1.2enjoin, abate or remedy by appropriate legal proceedings (either

at law or in equity) any such breach and all costs and expenses
thereof (including legal fees on a full indemnity basis) incurred
by the Vendor shall be borne by the Purchaser(s). In
amplification and not in derogation of the foregoing, the Vendor
may take whatever action it considers appropriate to seek relief

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 in respect of any breach by any Purchaser(s) of this Deed
including but not limited to injunctive relief, declaratory relief
and/or damages and shall be entitled to seek such relief
concurrently.

However nothing herein shall be construed as rendering it obligatory

for the Vendor to do so.

10.2 For the purpose of determining whether there has been any breach of
this Deed by the Purchaser(s), the acts and omissions of the
Purchaser(s)' family, tenants, lessees, servants, agents, licensees and
invitees shall be deemed to be the acts and omissions respectively of
the Purchaser(s). Accordingly, the Purchaser(s)' covenants,
agreements and obligations under and in relation to this Deed to be
strictly complied with and observed not only by the Purchaser(s) but
also by members of his family, servants, tenants, licensees, invitees,
agents and servants.

10.3 The Purchaser(s) shall indemnify and keep indemnified the Vendor
and each of the Other Purchasers (as the case may be) from all losses,
damages, costs, expenses, penalties, proceedings, claims and other
liabilities whatsoever which may be :-

10.3.1 brought, claimed, issued or assessed against the Vendor

or any property of the Vendor; and

10.3.2 payable, suffered or incurred by the Vendor or any Other

Purchaser,

as a result of or arising from or in connection with or by reason of any

breach of this Deed by the Purchaser(s).

10.4 In addition to and without prejudice to the Vendor's other rights,

powers and remedies, whether under this Deed or conferred by law or
equity, where the Purchaser(s), in the opinion of the Vendor acting
reasonably, has persistently refused or neglected to perform or comply
with any of the Purchaser(s)' covenants, agreements or obligations
under or in relation to this Deed or the Sale and Purchase Agreement
or has persistently and wilfully acted in a manner prejudicial to the
interests of the Vendor and/or the Other Purchasers (or any of them),
the Vendor may suspend all or any rights and privileges of the
Purchaser(s) for a specified period. In addition, where execution or
other process issued on a judgment, decree or other order of a Court
in favour of the Vendor against the Purchaser(s) is returned
unsatisfied in whole or in part, the Vendor may also suspend all or
any rights and privileges enjoyed by the Purchaser(s) for a specified
period. Such suspension shall not in any way relieve the Purchaser(s)

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 of the Purchaser(s)'s covenants, agreements and obligations under or
in relation to this Deed or the S&P Agreement.

10.5 Save as otherwise expressly provided in this Deed, time shall be of the
essence of this Deed (in particular, but without limiting the generality
of the foregoing, in respect of the Purchaser(s)' payment obligations
under or referred to in this Deed) but no failure on the part of the
Vendor to exercise, and no delay on its part in exercising, any right,
power or remedy under or in connection with this Deed will operate as
a waiver thereof, nor will any single or partial or defective exercise by
the Vendor of any right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy. The rights and remedies provided in this Deed are cumulative
and not exclusive of any rights or remedies, whether provided by law
or otherwise.

11. EFFECT OF THIS DEED

This Deed has the effect of a contract under seal:-

11.1 between the Vendor and the Purchaser(s); and

11.2 between the Purchaser(s) and each of the Other Purchasers under
which each of them agrees to observe and perform the provisions of
this Deed and other deed similar to this Deed entered into by each of
the Other Purchasers with the Vendor as in force for the time being so
far as these provisions are applicable to them.

PROVIDED ALWAYS THAT nothing herein contained shall be construed as

rendering the Vendor liable in any manner whatsoever to the Purchaser(s) or
the Purchaser(s)' family members, lessees, tenants, servants, agents,
licensees, invitees or other persons in respect of or in relation to or arising
from or as a consequence of any breach by any of the Other Purchasers or
their respective families, lessees, tenants, servants, agents, licensees,
invitees or other persons of the Deeds similar to this Deed entered into by
the Other Purchasers respectively with the Vendor.

12. NOTICES

12.1 Except where otherwise provided herein, each communication

(whether a demand, notice, request or otherwise) by or from the
Vendor to the Purchaser(s) under or in relation to this Deed shall be in
writing and sent by post or personal delivery to the Purchaser(s) at the
Purchaser(s)’ address set out in Section 2 of the Schedule hereto or
such other address of the Purchaser(s) last known to the Vendor or
after vacant possession of the said Property is delivered or deemed
delivered to the Purchaser(s) pursuant to the S&P Agreement, the

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 postal address of the said Property. A communication by or from the
Vendor to the Purchaser(s) as aforesaid shall be deemed to be received
by the Purchaser(s) (a) if sent by personal delivery, when left at the
address required or permitted by this Clause 12.1, and (b) if sent by
post, on the third (3rd) day after being put in the post, postage
prepaid and addressed to the Purchaser(s) as aforesaid.

12.2 Except where otherwise provided herein, each communication

(whether a demand, notice, request or otherwise) by or from the
Purchaser(s) to the Vendor under or in relation to this Deed shall be in
writing and sent by post or personal delivery to the Vendor at its
address set out at the beginning of this Deed or such other address as
the Vendor shall have notified the Purchaser(s) in writing or the
Vendor's registered office or principal place of business for the time
being. A communication by or from the Purchaser(s) to the Vendor
shall not be effective until actually received by the Vendor.

13. MISCELLANEOUS

13.1 This Deed shall be binding upon the Vendor and its successors-in-
title, assigns and persons deriving title there under and on the
Purchaser(s) and the Purchaser(s)' heirs, personal representatives,
permitted assigns, successors and persons deriving title there under.

13.2 This Deed shall be governed by the laws of Malaysia and the parties
hereto agree to submit to the jurisdiction of High Court of Malaya.

13.3 The illegality invalidity or unenforceability of any provision of this

Deed under the laws of any jurisdiction shall not affect its legality,
validity or enforceability under the laws of any other jurisdiction nor
the legality, validity or enforceability of any other provision of this
Deed or the S&P Agreement or any provisions thereof.

13.4 The Schedule hereto shall form part of and be read as an essential
part of this Deed. The headings in this Deed are inserted for purposes
of convenience only and shall not be deemed to be a part thereof or
taken into consideration in the interpretation or construction of this
Deed. Reference herein to Clauses are to Clauses of this Deed unless
otherwise expressly stated herein.

13.5 In this Deed:-

"agency", "authority", "governmental agency" or "governmental

authority" of a state includes, at any particular time :-

(a) any agency, authority, central bank, department, government,

legislature, minister, ministry, official or public or statutory
person or state-owned organisation (whether autonomous or

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 not) of, or of the government of, that state or any political sub-
division in or of that state; and

(b) any person who in any capacity whatsoever then owns,

holds, administers or controls any of the reserves of that state;

"disposal" includes any sale, assignment, exchange, transfer,

concession, lease, surrender of lease, licence, reservation, waiver,
compromise, release of security, dealing with or the granting of any
option or right or interest whatsoever or any agreement for any of the
same and "dispose" means to make a disposal;

a "law" includes common or customary law and any constitution,

decree, judgment, legislation, order, ordinance, regulation, statute,
treaty or other legislative measure, in each case of any jurisdiction
whatsoever and "lawful" and "unlawful" shall be construed
accordingly;

any "obligation" of the Purchaser(s) under or in relation to this Deed or

the S&P Agreement shall be construed as a reference to an obligation
(whether by way of any agreement, covenant, undertaking, stipulation,
term, condition, proviso or otherwise) expressed to be made or
assumed by or imposed on the Purchaser(s) in or under or in relation
to this Deed or the S&P Agreement (and "due", "owing", "payable" and
"receivable" shall be similarly construed); and

a "person" includes any individual, company, Proprietor, firm,

partnership, joint venture, association, organisation, trust, state or
agency of a state (in each case, whether or not having separate legal
personality).
**************************************************************

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

SIGNED by )
for and on behalf of )
……………………………………. )
(Vendor No. ) )
in the presence of:- )

SIGNED by the said Purchaser(s) )

in the presence of:- )

OR

The Common Seal of )

)
was hereunto affixed in accordance )
with its Articles of Association )
in the presence of:- )

Director/Secretary Director

The Common Seal of )

.. hereunto affixed )
in the presence of:- )

Director/Secretary Director

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 SCHEDULE

Section

1. Date of this Deed The day, month and year :

2. Name and Address of the :

Purchaser(s)

3. Particulars of the said :

Property All that piece of land
distinguished as Lot No.
HS(D) No.
PT No. and which is
more particularly delineated and
shaded red in the Layout Plan annexed
to the Sale and Purchase Agreement,
measuring approximately
square metres in area (which said piece
of land is comprised in the said Land)
together with a 2-storey semi
detached house (described as Type
) to be erected thereon in accordance
with the plans attached as the Second
Schedule to the S&P Agreement.

4. Date of the S&P :

Agreement

5. The Security Fees : Ringgit Malaysia …only per

month

6. The Maintenance Fees : Ringgit Malaysia …only per

month

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