SALE AND PURCHASE AGREEMENT

AN AGREEMENT made this day of , 20

Between

HATIMUDA SDN BHD [REGISTRATION NO.: 199401029755 (315426-K)], a private

limited company incorporated in Malaysia under the Companies Act 2016 and having both
of its registered and business address at Lot 20-5, 403 Block 1, No. 7 Persiaran Sukan,
Laman Seri Business Park, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan
(hereinafter referred to as “the Vendor”) of the one part;

And

SALAM MEDICAL CENTRE SDN BHD [REGISTRATION NO.: 200301008176 (610596-

X)], a private limited company incorporated in Malaysia under the Companies Act 2016
and having its registered address at No. 11-1, Jalan Senawang Perdana 1, Taman
Senawang Perdana, 71450 Seremban, Negeri Sembilan Darul Khusus and its
business address at No. 2-14, Jalan Nelayan 19/B, Seksyen 19, 40300 Shah Alam,
Selangor Darul Ehsan (hereinafter referred to as “the Purchaser”) of the other part.

WHEREAS: -

1. The Vendor is the registered proprietor of one (1) unit of three (3) storey
Shop/Office held under individual title H.S.(D) 259923, PT No. 2343 Seksyen 19,
Bandar Shah Alam, Daerah Petaling, Negeri Selangor measuring
approximately 153 square meters and bearing postal address as No. 60, Jalan
Nelayan B 19/B, Seksyen 19, Shah Alam, 40300, Selangor Darul Ehsan
(hereinafter referred to as “the said Property”).

3. The individual title to the said Property is subject to a restriction in interest in that
“Tanah Yang Diberi Milik Ini Tidak Boleh Dipindahmilik, Dipajak Atau Digadai
Melainkan Dengan Kebenaran Pihak Berkuasa Negeri”.

4. The said Property is presently charged to BANK ISLAM MALAYSIA BERHAD

[Registration No: 198301002944 (98127-X of Level 13, Menara Bank Islam, No.
22, Jalan Perak, 50450 Kuala Lumpur vide the presentation no. [ ]
dated [ ] (“hereinafter referred to as “the Vendor’s
Financier”).

5. The Vendor is desirous of selling and the Purchaser is desirous of purchasing the
said Property with vacant/ legal possession (as the case may be in accordance to
the terms herein) free from all encumbrances whatsoever on an “as is where is
basis” and subject to the restrictions in interests affecting the individual title to the
said Property whether expresses or implied for the consideration and upon the
terms and conditions hereinafter contained and set forth.
6. The Vendor has appointed MESSRS HAQ & SALLEH, Advocates & Solicitors
of D-8-2, Block D, Megan Avenue 1, 189, Jalan Tun Razak, 50400 Kuala
Lumpur (“hereinafter referred to as “Purchaser’s Solicitor”) to act on his behalf
in this transaction.

7. The Vendor has chosen not to be represented by any solicitors and would request
the assistance of the Purchaser’s Solicitors pertaining to the discharge of charge
(if applicable), application for state authority consent to transfer and other related
works.

8. The Purchaser may apply to a financial institution or bank (hereinafter referred to

as “the Financier”) for loan (hereinafter referred to as “the said Loan”) to
enable the Purchaser to complete the purchase herein.

NOW THIS AGREEMENT WITNESSETH as follows: -

1. CONSIDERATION AND PURCHASE PRICE

In consideration of the Deposit (herein below defined), paid by the Purchaser to

the Vendor towards part payment of the purchase price of the said Property (the
receipt of which the Vendor hereby acknowledges) upon execution of this
Agreement, the Vendor hereby sells to the Purchaser the said Property free from
encumbrances and with vacant possession on an “as is where is” but subject to
all restrictions and conditions of title (whether express or implied) affecting the
said Property at the purchase price of RINGGIT MALAYSIA TWO MILLION AND
FOUR HUNDRED THOUSAND (RM2,400,000.00) only (hereinafter referred to as
“the Purchase Price”) and upon the terms and conditions hereinafter contained.

1.2 The Deposit of RINGGIT MALAYSIA FOUR HUNDRED EIGHTY THOUSAND

(RM480,000.00) ONLY shall be paid by the Purchaser in the following manners: -

i. RINGGIT MALAYSIA SEVENTY TWO THOUSAND (RM72,000.00)

ONLY (hereinafter referred to as “the Retention Sum”) being three
percent (3%) of the Purchase Price shall be paid to the Purchaser’s
Solicitor upon execution of this Agreement and dealt with Clause 7
herein; and

iii. RINGGIT MALAYSIA FOUR HUNDRED AND EIGHT THOUSAND

(RM408,000.00) ONLY shall be paid by the Purchaser to the Vendor
upon execution of this Agreement;

for the avoidance of doubt, the Retention Sum and the Balance Deposit shall be
collectively referred to as “the Deposit”.

2. CONSENT

2.1 Consent

The sale and purchase herein is conditional upon the Vendor obtaining the state
authority ’s consent and any other approval required to transfer the said Property
from the Vendor to the Purchaser (hereinafter referred to as “the Approval”)
within three (3) months from the date hereof. The costs and expenses incurred
thereof shall be borne by the Vendor.
2.2 Application

The Vendor shall within one (1) month from the date hereof apply to the Land
Office and/or the relevant authorities for the Approval and shall forward a copy of
the same to the Purchaser’s Solicitors.

2.3 Non-obtainance of Approval

In the event that the Approval are not obtained or are withheld or rejected by the
Land Office and/or the relevant authorities for any reasons whatsoever within the
aforesaid three (3) months period, the parties hereto hereby agree that the
Purchaser may elect either to continue to extend for a further period of one (1)
month to enable the Vendor to obtain the Approval to complete the sale and
purchase herein OR to terminate this Agreement whereupon all monies paid by
the Purchaser to the Vendor shall be refunded in full to the Purchaser without any
interest thereon within the period of seven (7) days from the date of receipt by the
Vendor of notification by the Purchaser demanding for the refund and thereafter
neither parties shall have any claims hereunder against the other party in respect
of any matters under this Agreement.

2.4 Receipt of Approval

Upon receipt of the Approval by the Vendor, the Vendor shall forthwith deliver the
original copy of the Approval to the Purchaser’s or Purchaser’s Solicitors. The date
of the Approval shall be known as the Unconditional Date (hereinafter referred to
as “Unconditional Date”).

3. PAYMENT OF PURCHASE PRICE

3.1 The Balance Purchase Price shall be paid by the Purchaser within three (3)
months from the Unconditional Date (hereinafter referred to as the “Completion
Date”). In the event that the Purchaser is unable to pay the Balance Purchase
Price on or before the Completion Date, the Vendor shall automatically grant to
the Purchaser an extension of time of one (1) month (hereinafter referred to as
“the Extended Completion Date”) from the expiry of the Completion Date to pay
the Balance Purchase Price together with interest at the rate of eight per centum
(8%) per annum on daily basis on the Balance Purchase Price or any part thereof
outstanding at the expiration of the Completion Date to the date of full payment
thereof and the interest shall be paid together with the Balance Purchase Price.

3.2 Subject to receipt by the Purchaser’s Solicitors of the Balance Purchase Price
pursuant to Clause 3.1 above, the Balance Purchase Price, shall be released by
the Purchaser’s Solicitors to the Vendor within fourteen (14) days of the
presentation of the Memorandum of Transfer and/or other related security
documents at the relevant land office/registry by the Purchaser’s Solicitors or
Financier’s Solicitors subject always that a time of presentation of the Transfer and
Charge and other related security documents, a search conducted with register
document of title of the said Property revealed that the same is free from
encumbrances.
4. APPLICATION FOR LOAN

4.1 It is hereby agreed between the parties hereto that: -

4.1.1 In the event that the Purchaser is obtaining a loan from the Financier to
assist the Purchaser in the payment of the Balance Purchase Price, the
Purchaser’s Solicitors are authorized to forward the title to the said
Property and all other relevant documents (if any) to the Financier or its
solicitors subject to the following: -

(i) a letter of undertaking from the Financier’s solicitors to the Vendor

(hereinafter referred to as Financier’s Solicitors’ Undertaking) to
be procured by the Purchaser that the Financier’s solicitors, and/or
containing such other provisions as may be acceptable to the
Vendor and the Financier’s solicitors, and undertaking that the
Financier’s solicitors shall present the Transfer and the Financier’s
charge simultaneously for registration at the relevant land registry
within fourteen (14) days from the date of the Financier’s solicitors’
receipt of the title from the Purchaser’s Solicitors, failing which, the
Financier’s solicitors shall forthwith return the title to the
Purchaser’s Solicitors and/or containing such other provisions as
may be acceptable to the Vendor and the Financier’s solicitors;

(ii) a letter of undertaking is obtained from the Financier to release the

said Loan to the Purchaser’s Solicitors as stakeholder upon
presentation for registration of the Transfer in favour of the
Purchaser and the Charge in favour of the Financier at the
appropriate Land Office/Registry within fourteen (14) days of such
presentation and

(iii) confirmation by the Purchaser’s Solicitors that the Purchaser shall

have first deposited the difference sum between the Balance
Purchase Price and the said Loan (hereinafter referred to as
Differential Sum), if any, to the Purchaser’s Solicitors as
stakeholders on or before the Completion Date or the Extended
Completion Date, as the case may be.

4.1.2 the Vendor shall within fourteen (14) days upon the Purchaser’s Solicitors
receipt of written notification by the Financier’s solicitor, execute the
undertakings confirmations and documents reasonably required by the
Financier or its solicitors to facilitate the release of the said Loan towards
payment of the Balance Purchase Price. In the event that the Vendor delay
in complying with their obligation to do any such acts and/or execute any
such documents as may be reasonably required on their part to facilitate
the release of the said Loan (including but not limited to furnishing their
undertaking to refund the loan sum to the Purchaser’s Financier) then such
number of days of delay shall be excluded in computing the time for
payment of the Balance Purchase Price.

5. APPLICATION OF BALANCE PURCHASE PRICE

5.1 The parties hereby agree that the Purchaser’s Solicitors are hereby
expressly authorised by the parties hereto to utilize and deal with the
 Balance Purchase Price referred to in Clause 3.1 above upon the receipt
thereof in the following manner and priority: -

5.1.1 To pay all fees, charges, expenses, interests due and other payments, if
any, payable by the Vendor; and

5.1.2 To release to the Vendor the remaining balance thereof, after the title and
Memorandum of Transfer have been duly presented for registration at the
relevant Land Office/Registry by the Purchaser’s Solicitors or the Solicitors
for the Purchaser’s Financier as the case may be PROVIDED ALWAYS
that the Vendor shall have duly delivered vacant possession of the said
Property to the Purchaser free from all encumbrances and caveats (save
for those encumbrances and caveats created or caused by the Purchaser
or the Purchaser’s Financier.

6. DOCUMENTATION

6.1 Execution and delivery of Transfer documents

Simultaneously with the execution of this Agreement, the Vendor shall execute a
valid and registrable (but unstamped and not adjudicated) Memorandum of
Transfer (hereinafter referred to as “the Memorandum of Transfer”) in respect of
the said Property in favour of the Purchaser and shall deliver the same together
with the relevant stamp proforma and the current year quit rent and assessment
receipts in respect of the said Property to the Purchaser’s Solicitors to be held by
the Purchaser’s Solicitors pursuant to Clause 6.3 hereof and subject to the
Purchaser’s Solicitors undertaking to submit as soon as practicable the
Memorandum of Transfer to the Stamp Office for the purpose of adjudication of
the ad valorem stamp duty payable thereon and not for any other purpose.

6.2 Deposit of Documents

6.2.1 The following documents shall be deposited by the Vendor to the

Purchaser’s Solicitors as stakeholders within fourteen (14) days from the
date of this Agreement: -

(i) a copy by the Vendor of the Title or Qualified Title of the said
Property, as the case may be, with the Vendor duly registered as
the legal owner;

(ii) the photocopies of the quit rent, assessments, Indah Water

Konsortium charges and management receipts (wherever
applicable) for the payment made in respect of the said Property for
the current year/to-date (if applicable);

(iii) five (5) copies of the Vendor’s Constitution or Memorandum and

Article and Association duly certified as true copy by the Vendor’s
company secretary;

(iv) five (5) copies of the Vendor’s Forms 9, 13, 24, 44 and 49 and any
corresponding forms/documents under the Companies Act 2016 all
duly certified as true copy by the Vendor’s company secretary;
 (v) five (5) certified true copies of the extract of minutes of the Vendor’s
board meeting or extract of the resolution by the board of directors
and shareholders (if applicable) of the Vendor approving the
disposal and transfer of the said Property to the Purchaser;

(vi) five (5) certified true copies of the National Registration Identity
Card (NRIC) or Passport of authorised signatory of the Vendor;

(vii) five (5) certified true copies of the Vendor’s resolutions by the board
of directors or authorisation authorising (i) the sale or transfer of the
said Property from the Vendor; (ii) the execution of this Agreement
and all other relevant documents; and (iii) the affixation of its
common seal onto this Agreement and all other relevant documents
(if applicable);

(viii) five (5) certified true copies of Certificate of Fitness for Occupation
(“CFO”) or Certificate of Completion and Compliance (“CCC”)
issued by Principal Submitting Person (“PSP”) of the said Property
with the Building Plan, Building Extension Plan (if any) and its
approval thereof; and

(ix) the Vendor’s income tax reference number and branch details;

the Purchaser’s Solicitors are hereby authorised by the Vendor to

release the aforesaid documents each as stated in sub clause (i) to
(vii) to the Purchaser, subject to and further upon the compliance
by the Purchaser and/or the Purchaser’s Financier of the provisions
of Clause 3 or Clause 4 hereof.

6.2.2 The following documents shall be deposited by the Purchaser to the

Purchaser’s Solicitors or the Vendor within fourteen (14) days from the
date of this Agreement: -

(i) five (5) copies of the Purchaser’s Constitution or Memorandum and

Article and Association duly certified as true copy by the
Purchaser’s company secretary;

(ii) five (5) copies of the Purchaser’s Forms 9, 13, 24, 44 and 49 and
any corresponding forms/documents under the Companies Act
2016 all duly certified as true copy by the Purchaser’s company
secretary;

(iii) five (5) certified true copies of the Purchaser’s resolutions by the
board of directors and/or shareholders (if applicable) or
authorisation authorising (i) the purchase of the said Property from
the Vendor; (ii) the execution of this Agreement and all other
relevant documents; and (iii) the affixation of its common seal onto
this Agreement and all other relevant documents (if applicable);

(iv) five (5) certified true copies of the National Registration Identity
Card (NRIC) or Passport of authorised signatory of the Purchaser;
and

(v) the Purchaser’s income tax reference number and branch details.
6.3 Delivery of the title and registration

(a) In the event that the Purchaser shall be paying the Balance Purchase Price
out of their own funds, upon the Purchaser’s Solicitors’ receipt of the full
amount of the Balance Purchase Price pursuant to or in accordance with
the provisions of Clause 3.1, the Purchaser’s Solicitors shall present the
title together with the original copy of the duly adjudicated Memorandum of
Transfer after it has been adjudicated and stamped to the appropriate land
registry or Land Office for registration.

(b) In the event that the Purchaser is obtaining the said Loan from the
Financier and subject to the Purchaser having paid to the Purchaser’s
Solicitors the difference between the Balance Purchase Price and the said
Loan, if any, the Purchaser’s Solicitors are hereby authorised by the
parties hereto to release the above said documents to the Financier or the
Financier’s Solicitors.

7. REAL PROPERTY GAINS TAX

7.1 The parties hereto hereby undertake with each other that they will file the CKHT
1A Form and CKHT 2A Form within sixty (60) days from the Unconditional Date
in order to obtain the Certificate of Non-Chargeability from the Director-General of
Inland Revenue of Malaysia in respect of the said Property.

7.2 The Purchaser’s Solicitors are hereby irrevocably authorised by the Vendor to
retain a sum equivalent to three (3%) per centum of the Purchase Price from the
Balance Deposit (hereinafter referred to as “the Retention Sum”) in accordance
with section 21B of the Real Property Gains Tax Act, 1976 (hereinafter referred to
as “RPGT Act”) for payment of real property gains tax and to pay to the Director
General Inland Revenue (hereinafter referred to as “DGIR”) within thirty (30) days
from the date of the Unconditional Date as stipulated in Section 21B of the RPGT
Act.

7.3 The Vendor hereby undertakes and covenants to indemnify and keep indemnified
the Purchaser and their estate against all claims demands proceedings cost and
expenses in respect thereof.

8. REDEMPTION

8.1 Power to redeem

Notwithstanding Clause 3 and Clause 4, the parties hereto hereby irrevocably

request direct and authorise the Purchaser’s Solicitors to redeem the said
Property from the Vendor’s Financier and to procure and obtain from the Vendor’s
Financier the relevant redemption statement in relation to the Vendor’s loan and
the title, duplicate charge(s), a valid and registrable discharge of charge (Form
16N) and all other relevant documents related thereto.

8.2 Power to utilise said Loan and/or the Balance Purchase Price to redeem
 Notwithstanding Clause 3 and Clause 4, the parties hereto hereby irrevocably
request direct and authorise the Purchaser’s Solicitors to utilise the whole or such
portion of the Balance Purchase Price and/or the said Loan as may be necessary
to pay to the Vendor’s Financier the Redemption Sum and all other monies
payable in order to obtain all documents relating to the discharge of the said
Charge and any other encumbrances affecting the said Property.

8.3 Payments made to the Vendor’s Financier

All payments made by the Purchaser’s Solicitors to the Vendor’s Financier arising
from or pursuant to any of the provisions of this Agreement and for the purpose of
redeeming the said Property from the Vendor’s Financier shall be deemed to be
payments made to the Vendor towards the account of the Purchase Price and the
Vendor hereby expressly acknowledges and confirms that a valid receipt issued
by the Vendor’s Financier or its solicitors for all such monies shall be a good and
valid discharge of the Purchaser in respect thereof.

8.4 Undertaking to discharge

The Vendor hereby expressly agrees and covenants with and undertakes to the
Purchaser to forthwith pay to the Purchaser’s Solicitors upon demand by the
Purchaser’s Solicitors or the Purchaser such additional monies as may be
necessary to secure and obtain a discharge of the said Charge and any other
encumbrances affecting the said Property and the redemption of the said Property
in the event that the Balance Purchase Price may not be sufficient for such
purpose.

8.5 The Vendor shall ensure that the Vendor’s Financier issue a redemption statement
within fourteen (14) days from the date of receipt of request by the Purchaser’s
Solicitors of the same. The Vendor shall cause the Vendor’s Financier to forward
the Original Issue Document of Title, the Duplicate Charge, the Discharge of
Charge duly executed by the Vendor’s Financier, and such other documents as
may be necessary to render the said Property free from all encumbrances created
in favour of the Vendor’s Financier, to the Purchaser’s Solicitors or the Financier
within fourteen (14) days from the receipt by the Vendor’s Financier of the
Redemption Sum, failing which the Vendor shall be deemed to have granted an
extension of time free of interest from the fifteenth day till the actual receipt by the
Purchaser’s Solicitors or the Financier of the aforesaid documents for payment of
such part of the Balance Purchase Price as shall remain unpaid.

9. DEFAULT

9.1 Default by the Purchaser

In the event that the Purchaser shall fail to pay the Purchase Price in accordance
with the provisions of this Agreement, the Vendor shall be entitled to forfeit the
said Deposit as agreed liquidated damages, specific performance of this
Agreement and/or such other remedies available under the law or terminate this
sale and shall upon demand from the Purchaser forthwith refund to the Purchaser
all monies (save and except for the amount of the said Deposit) paid by the
Purchaser pursuant to any of the provisions of this Agreement without any interest
or compensation being payable and the Purchaser shall forthwith redeliver or
cause to be redelivered to the Vendor the title (if the same has already been
 delivered to the Purchaser or the Purchaser’s Solicitors or the Financier) and the
relevant transfer documents (if the transfer documents have already been
delivered to the Purchaser or the Purchaser’s Solicitors or the Financier and the
said transfer documents are not required for cancellation by the Stamp Office for
the purpose of refund of stamp duty) whereupon this Agreement shall terminate
and cease to be of any further effect but without prejudice to any right which either
party hereto may be entitled to against the other party in respect of any
antecedent breach of this Agreement.

9.2 Default by the Vendor

In the event of the Vendor refusing or failing to transfer the said Property to the
Purchaser free from encumbrances and with vacant possession in accordance
with the provisions of this Agreement or in the event of any breach of any of the
provisions of this Agreement by the Vendor including any conditions or warranties
herein, the Vendor shall within fourteen (14) days from the date of the notice from
the Purchaser refund to the Purchaser the Deposit and all monies paid toward the
Purchase Price free of interest and further the Purchaser shall be entitled to claim
from the Vendor agreed liquidated damages of an amount equivalent to ten per
centum (10%) of the Purchase Price and all costs incurred by the Purchaser in
connection with the said action (including the fees on a solicitor and client basis, of
the solicitors action for the Purchaser). Alternatively, the Purchaser shall be
entitled to claim for the remedy of specific performance of this Agreement and/or
such other remedies available under the law.

9.3 Non-registration of documents

Notwithstanding any of the provisions contained in Clause 9.1 and Clause 9.2
above to the contrary, in the event that all or any of the relevant documents
necessary for effecting registration of the transfer of the said Property in favour of
the Purchaser free from all encumbrances are not registered for any reason
whatsoever and not attributable to either the Vendor or the Purchaser and cannot
be rectified by the Vendor or the Purchaser, the Vendor shall, subject to the
Purchaser returning or causing to return to the Vendor the title and all the relevant
transfer documents (if the same are in the possession of the Purchaser and the
vacant possession to the said Property (if it has already been delivered to the
Purchaser) at the Purchaser’s own cost and expense (without any rental or
compensation being payable by the Purchaser for the period the Purchaser is
deemed to have the vacant possession of the said Property), within fourteen (14)
days from notice from the Purchaser refund to the Purchaser all monies (including
the amount of the said Deposit) paid by the Purchaser towards the Purchase Price
without any interest or compensation being payable in exchange for a valid and
registrable withdrawal of private caveat duly executed by the Purchaser (in the
event that the Purchaser has exercised its rights under Clause 12.1 and had
presented for registration a private caveat against the said Property) accompanied
by the necessary registration fees whereupon this Agreement shall terminate and
cease to be of any further effect but without prejudice to any legal right either party
hereto may be entitled to against the other in respect of any antecedent breach of
this Agreement and the Vendor shall be entitled to dispose of the said Property in
such manner as it may as the sole and unencumbered owner in its absolute
discretion deem fit.
10. VACANT POSSESSION

10.1 Vacant possession of the said Property shall be delivered by the Vendor to the
Purchaser within seven (7) working days from the receipt by the Purchaser’s
Solicitors of the Balance Purchase Price together with late interest (if any). The
Purchaser’s Solicitors shall not release the said sum to the Vendor until vacant
possession has been delivered to the Purchaser.

10.2 In the event the Vendor fails to deliver vacant possession of the said Property
within the time period as stated above, the Vendor shall pay interest to the
Purchaser at the rate of eight per centum (8%) per annum of the Purchase Price
calculated on daily basis from the date expiry period provided under Clause 10.1
until the date of actual delivery of vacant possession to the Purchaser.

11. POWER TO CAVEAT

11.1 Purchaser’s power to register private caveat

At any time after the date hereof, the Purchaser shall be entitled at its own costs
and expenses to present and registered or cause to present and register a private
caveat against the said Property for the purpose of protecting the Purchaser’s
interest in the said Property and prohibiting any dealing by the Vendor in the said
Property prior to the completion or lawful termination of this agreement
PROVIDED THAT the Purchaser hereby agrees with the Vendor that the
Purchaser shall at its own cost and expense forthwith remove or cause to remove
the aforesaid private caveat upon any lawful termination of this Agreement.

12. TIME OF PERFORMANCE

12.1 Time wherever mentioned shall be deemed to be of the essence of this

Agreement.

13. COSTS

13.1 Payment of solicitors’ costs and disbursement for transfer

Each party shall bear their respective solicitors’ costs for this Agreement. The
stamp, registration, search and other fees in connection with and incidental to this
Agreement and the transfer of the said Property to the Purchaser shall be borne
and paid by the Purchaser alone.

13.2 Cost of discharge

Notwithstanding the provisions of Clause 14.1 to the contrary, all the stamp
registration and solicitors’ fees in connection with the application for consent to
Transfer, redemption for the said Property and the Discharge of Charge and all
costs and expenses involved in removing any encumbrances affecting the said
Property shall be borne and paid by the Vendor.
14. OUTGOINGS

14.1 Apportionment of lawful outgoings

All quit rent, assessment, water, electricity, telephone (if any) rental, sewerage and
conservancy charges and all other lawful outgoing payable to the relevant
authorities in respect of the said Property shall be borne and paid by the Vendor
and shall be apportioned as between the parties hereto as upon the date of receipt
by the Purchaser of the Vacant Possession of the said Property pursuant to
Clause 10.1.

14.2 Proof of payment

Any amount due from either party hereto shall forthwith be paid to the other party
upon production of the relevant receipts which said receipts shall be deposited by
the parties with the Purchaser’s solicitors upon the execution of this Agreement.

15. GOVERNMENT ACQUISITION

15.1 Property not subject to government acquisition

The Vendor hereby warrants and undertakes to the Purchaser that as at the date
of execution of this Agreement the Vendor has no knowledge nor have any reason
to believe that the said Property or any part thereof has been acquired or is
subject to acquisition by any governmental statutory urban or municipal authority
or that any advertisement in the Government Gazette of such intention has been
published pursuant to either Section 4 or Section 8 of the Land Acquisition Act,
1960. In the event that: -

(a) The Vendor shall be served with any such notice of acquisition at any time
after the execution of this Agreement and prior to the presentation of the
transfer documents in respect of the said Property to the relevant authority
for registration the Vendor shall forthwith notify the Purchaser of any such
notice of acquisition or intended acquisition and it is hereby agreed that the
Purchaser shall be entitled at its discretion by notice in writing to the
Vendor to continue with the sale and purchase herein or to terminate the
sale and purchase herein whereupon the provisions of Clause 10.3 shall
apply.

(b) The Vendor shall be served with any notice of acquisition or intended
acquisition of the said Property or any part thereof by any governmental,
statutory, urban or municipal authority at any time after the presentation of
the transfer documents in respect of the said Property to the relevant
authority for registration such acquisition or intended acquisition shall not
nullify or invalidate the sale and purchase herein nor shall it be a ground or
any adjustment of the Purchase Price and the Vendor shall forthwith notify
the Purchaser upon receipt of such notice shall also notify the acquiring
authority concerned of the Purchaser’s interest in the said Property and the
Purchaser shall be entitled to receive all compensation monies and to
appear and to attend at such enquiry or hearings either in the name of the
Vendor or in the name of the Purchaser and all compensation monies
received by the Vendor shall forthwith be paid to the Purchaser.
16. BINDING EFFECT

16.1 Binding effect of Agreement

This Agreement shall be binding upon the respective assigns, heirs, personal
representatives and successors in title of the parties hereto.

17. NOTICES

17.1 Notices

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 at that other
party’s address hereinmentioned 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 or that other party’s solicitors.

18. PASSING OF RISK

18.1 Passing of Risk

Any loss or damage to the said Property shall be entirely at the risk of and be
borne by the Vendor until the delivery of vacant possession and the Purchaser
shall have the right to terminate this Agreement and to the refund of all monies
paid under this Agreement in the event that the said Property is substantially
damaged or destroyed prior thereto.

19. UNDERTAKING

19.1 Undertaking

In the event that the Financier shall as a condition precedent to the release of the
said Loan require an undertaking from the Vendor to refund the said Loan to the
Financier if the Memorandum of Transfer cannot be registered for any reasons
whatsoever, the Vendor shall furnish to the Financier such undertaking as required
within fourteen (14) days from the request by the Purchaser’s Solicitors or the
Financier’s solicitors of the same, failing which the Vendor shall be deemed to
have granted an extension of time free of interest from the eighth day till the actual
receipt by the Purchaser’s Solicitors or the Financier’s Solicitors of the aforesaid
undertaking for payment of such part of the Balance Purchase Price as shall
remain unpaid.
20. WARRANTIES

20.1 Warranties by Vendor

(a) The Vendor hereby represents and warrants to the Purchaser with the
intent that such representations and warranties shall remain in full force and
discharge upon completion of this sale and purchase transaction: -

(i) that the Vendor is the registered owner of the said Property and the
Vendor has the power to enter into, exercise his rights and perform
and comply with his obligations under this Agreement;

(ii) that the Vendor has not been adjudged wounded-up and there is no
winding-up proceeding that have been commenced or pending
against the Vendor;

(iii) that the Vendor has not at any time prior to and up to the date
hereof entered into any agreement or arrangement, whether written
or otherwise for the sale of the said Property to any person nor
granted an option or right of first refusal, whether in writing or
otherwise, in favour of any person for the purchase of the said
Property which is still subsisting;

(iv) that to the best of the Vendor’s knowledge, there are no litigation,
arbitration or administrative proceedings are presently current or
pending or threatened against the Vendor which litigation,
arbitration or administrative proceedings, as the case may be, might
affect the Vendor’s ability to perform his obligation under this
Agreement or frustrate the completion of the transaction herein;

(v) that there are no other claims by any third party over the said
Property;

(vi) upon the execution of this Agreement, the Vendor shall not charge,
lease or agree to lease the said Property or part thereof other than
as mutually agreed between the parties and in terms of this
Agreement existing on the date hereof;

(vii) that the Vendor has no notice or knowledge nor aware of any
material structural defect(s) in or affecting the said property;

(viii) that there are no other persons who may have any rights of
whatsoever nature to the said Property, whether as a donee of a
power of attorney granted by the Vendor or any other person in
respect of the said Property or otherwise;

(ix) that the Vendor has paid all quit rents, rates, taxes and all other
outgoings payable in respect of or in connection with or arising out
of the said Property and no event of default has occurred that would
or might entitle the State Authority to forfeit the said Property or any
part thereof;

(x) upon completion of this Agreement, the Vendor has not granted any
tenancy, license or right to occupy of the said Property;
 (xi) that the final certificate of fitness for occupation or certificate of
completion or compliance of its equivalent in respect of the Said
Property has been issued by the relevant authority and, if
applicable, any renovations done on the Property has obtained the
prior approval of the relevant Local Authority; and

(xii) to the best of the Vendor’s knowledge all express and implied
conditions of land title affecting the Said Property have been
observed and duly complied with by the Vendor and shall continue
to do so until completion of sale.

(b) The Vendor will at all times, save harmless and keep indemnified the Purchaser,
their heirs, personal representatives, successors in title and assigns against all
actions, proceedings, damages, penalties, costs, claims and demands by reason
of or on account of any breach or misrepresentation or non-fulfilment of the
declarations, representations, warranties and covenants set forth in Clause
20.1(a) herein or any of them.

20.2 Warranties by Purchaser

The Purchaser hereby represents and warrants to the Vendor with the intent that
such representations and warranties shall remain in full force and discharge upon
completion of this sale and purchase transaction: -

(a) that the Purchaser is a company duly incorporated and validly existing
under the laws of Malaysia;

(b) the Purchaser has the requisite capacity, power and authority to enter into
and perform this Agreement and any other documents or agreements to
be entered into in accordance with this Agreement;

(c) that this Agreement constitutes and such other documents and
agreements executed by the Purchaser which are to be delivered will,
when executed, constitute valid and binding obligations to the Purchaser;

(d) no petition for the winding-up of the Purchaser has, to the best of the
Purchaser’s knowledge, been presented, and no order has been made or
effective resolutions passed for the winding up of the Purchaser and nor
proceedings instituted or a meeting or meetings called with a view to
obtaining any such order or orders or to pass any such resolutions
threatened against the Purchaser; and

(e) there is no judgment, order or pending legal proceedings or claims

against the Purchaser which may affect in any way its solvency or
otherwise impede the Purchaser’s ability to perform its obligations
hereunder or adhere to this Agreement;

20.3 Breach of Warranties and Covenants

The parties herein agree and acknowledge that they are entering into this
Agreement in reliance upon the warranties, representations and covenants set
forth in Clause 20.1 and Clause 20.2 herein. In the event of any material breach
in the aforesaid warranties, representations and covenants set forth in Clause
20.1 and/or Clause 20.2 and should the defaulting party fail to rectify the same
within fourteen (14) days of being notified in writing of such breach, the aggrieved
 party shall be entitled to rescind this Agreement and seek remedy available to the
aggrieved party at law and in equity.

21. CONFIDENTIALITY

As from the date hereof, save to the extent that such disclosure may be required
by law or to enable the relevant party to perform its obligation under the provisions
of this Agreement, each of the Parties hereto will keep confidential and shall not
disclose to any third party any terms of this Agreement or documents referred to
herein, or any proprietary or confidential information acquired from either of the
Parties unless disclosure has been expressly permitted in writing by the other
party.

22. DEFINITIONS AND INTERPRETATIONS

In this Agreement unless there is something in the subject or context inconsistent

with such construction or unless it is otherwise expressly provided: -

(i) words importing the neuter gender only shall include the masculine and
feminine genders and vice versa;

(ii) words in the singular number only shall include the plural number and vice
versa;

(iii) a period of days from the occurrence of an event or the doing of any act or
thing shall be deemed to be exclusive of the day on which the event occurs
or the act or thing is done and if the last day of the period is a weekly
holiday or a public holiday (hereinafter referred to as "the excluded day")
the period shall include the next following day which is not an excluded
day;

(iv) the expression "month" means a period calculated from a specific day up
to and including the day immediately corresponding to that specific day in
the subsequent month or, if there shall be no such day in such subsequent
month, the last day of that month;

(v) any reference to number of “working days” shall exclude Saturdays,

Sundays and public holidays of the State of Wilayah Persekutuan and
Selangor;

(vi) the sub-title to each clause is for the purpose of convenience only and
shall not be used in the interpretation of this Agreement;

(vii) reference to the provisions of any legislation includes a reference to any

statutory modification and re-enactment thereof.

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

The Common Seal of )

HATIMUDA SDN BHD )
[Registration No.: 199401029755 (315426-K)], )
was hereunto affixed in the presence of: - )

................................ ...........................................
Designation: Director Designation: Director\Secretary
Name: Name:

The Common Seal of )

SALAM MEDICAL CENTRE SDN BHD )
[Registration No.: 200301008176 (610596-X)], )
was hereunto affixed in the presence of: - )

................................ ...........................................
Designation: Director Designation: Director\Secretary
Name: Name: