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Date this

day of 23 AUG 2010

BETWEEN

LEMBAGA PEMEGANG-PEMEGANG AMANAH YAYASAN NEGERI SEMBILAN ... THE LANDOWNER

AND OMEGA CIPTAAN SDN.BHD. (Company No: 391386-D) ...THE CONTRACTOR

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JOINT VENTURE AGREEMENT


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MESSRS.HALIM & ISMAIL Advocates & Solicitors No 26.1, Betaria Business Centre Jalan Dato Siamang Gagap 70400 Seremban Negeri Sembilan Darul Khusus Tel No : 06-7626677 / 7626667/ 7632248 Fax No : 06-7632206

JOINT VENTURE AGREEMENT


THIS JOINT VENTURE AGREEMENT is made the day of 23 AUG 2010

Between :LEMBAGA PEMEGANG PEMEGANG AMANAH YAYASAN NEGERI SEMBILAN (hereinafter referred to as the Landowner) and having its address at Tingkat 11, Bangunan Yayasan Negeri Sembilan, Jalan Yam Tuan, 70080 Seremban, Negeri
Sembilan, of the one part; AND OMEGA CIPTAAN SDN BHD. (Company Registration No: 391386-D), (hereinafter referred to as the Contractor) a company incorporated in Malaysia under the Companies Act 1965 and having its address at No 23, 1st Floor, Jalan Campbell, 70000 Seremban, Negeri Sembilan Darul khusus and business address at No.57A&B, Jalan Tun Dr.Ismail, 70200 Seremban,Negeri Sembilan Darul Khusus (hereinafter referred to as the Contractor) of the other part.

WHEREAS:A. The Majlis Mesyuarat Kerajaan Negeri of the state of Negeri Sembilan has on 10th April 2002 approved the alienation of a piece of land in the State of Negeri Sembilan (hereinafter referred to as the State) in favour of the landowner to be developed, measuring approximately 660.5 acresin Mukim Pasir Panjang, District of Port Dickson, Negeri Sembilan Darul Khusus (hereinafter referred to as the Contract) more particularlydescribed in the letter of approval dated the 30th April 2002 under reference No Bil(128A) dlm.SUK.NS.200(03)389/1 Klt.11 (hereinafter referred to as the Apporoval Letter) duly issued by the State Authority of the State (hereinafter referred to as the State Authority) annexed herewith as Annexure A and demarcated under the layout plan annexed herewith as Annexure B (hereinafter referred to as the Layout Plan). B. The land premium payable to the State Authority on the alienation of the land has not been paid by the Landowner.

C. The Contractor has considerable knowledge and experience in the field of property plantation and management of related business and has identified a suitable plantation

with strong potential on the land and accordingly has presented a project proposal to the Landowner. D. The Landowner has proposed to the Contractor to enter into a Joint Venture Agreement for the purpose of undertaking the plantation of the Project on the terms and conditions hereinafter contained. E. For the purposes of the Project, the parties here to agree that the Landowner shall make available the land free of all encumbrances and the Contractor shall have borne and discharged the entire costs and expenses including the absolute control and management of the Project and shall carry out and complete each and every phase of the project in accordance with the approved lay-out and building plans detailed drawings and specifications (subject as otherwise provided in this Agreement) to be approved by the proper and relevant authorities upon the terms and conditions hereinafter contained.

NOW THIS AGREEMENT WITNESSETH as follows:-

1. INTERPRETATION 1.1 In this Agreement the following expressions shall where the following expressions shall where the context so admits be deemed to have the following meanings:Appropriate Authorities means all Federal, State and local governmental, statutory and other authorities and bodies having jurisdiction from time to time and at any time over the plantation of the project or any part or stage of it or whose approval or co-operation may be requiredfor the successful completion of the plantationor any part or stage of it; means the letter or other document issued by the state Authority approving the alienation of the Land to the Landowner a copy of which is annexed herein as annexure A. means the layout plantation plan, pertaining to the project as shall be approved by the Appropriate Authorities; means the financial institution (licensed under the Banking and Financial Institution Act 1989) from whom the contractor may obtain financing for Project;

Approval Letter

Approved Plans

Financier

infrastructure and Amenities means roads and related ancillary works, side tables of roads, drains, electrical cables, lighting, water reticulation and all such infrastructure and amenities to be constructed and provided and or laid upon the whole of the Land; Land means all that piece of land referred and identified under the Approval Letter and demarcated under the Layout Plan. means the plan containing the demarcation and location of the Land as Annexure B. means the sum payable to the Landowner in accordance with the terms of this Agreement as stated hereunder in consideration of the Landowners covenants and undertaking provided hereunder whereby the Landowner is entitled to the following:i) Ringgit Malaysia One Hundred Thousand (RM 100,000.00) only to be paid by four (4) instalments as follows:(a) Ringgit Malaysia Twenty Five Thousand (RM 25,000.00) upon signing of this Agreement; (b) Ringgit Malaysia Twenty Five Thousand (RM 25,000.00) within one (1) year from the date of this Agreement; (c) Ringgit Malaysia Twenty Five Thousand (RM 25,000.00) within two (2) years from the date of this Agreement; and (d) Ringgit Malaysia Twenty Five Thousand (RM 25,000.00) within three (3) years from the date of this Agreement. Twenty percent (20%) of the net profit based on the figured derived from the audited final accounts upon the completion of the project subject to the provisions of Clause 4; The Contractor is to pay the land premium in Borang 5A to be issued by the State Authority. means the deed dated the day of 23 August 2010 executed and perfected by the Landowner appointing and empowering the Contractor or any of its lawful representative to act on the
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Layout Plan Payment Consideration

ii)

iii) Power of Attorney

Landowners behalf to execute carry out all acts necessary to complete the development of the project inclusive of signing all documents applications to secure approvals for the development of the plantation project. Project
Project Budget State

means the carrying out and completion of the plantation project.


means the total cost of the project as shall be prepared and determined solely by the Contractor. means the State of Negeri Sembilan.

1.2 The heading in this Agreement is inserted for convenience only and shall not be taken, read and constructed as essential parts of this Agreement. Appendixes to this Agreement, shall be taken, read and construed as essential parts of this Agreement. References to Clauses are to be construed as references to Clauses of this Agreement. All references to provisions of statutes or regulations there under include such provisions as modified or re-enacted. Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or incorporate and vice versa. Words importing any gender shall include all the genders. Words importing the singular shall include the plural number and vice versa. Where two or more persons or parties are included or comprised in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made to such persons or parties shall, unless expressly stated to the contrary, be enforceable by them jointly and severally and agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such person or persons shall be deemed to be made by and binding upon such persons or parties jointly and severally.

APPOINTMENT OF CONTRACTOR Subject to the provision of Clause 11 herein below:-

2.1

The Landowner appoints the Contractor and the Contractor agrees to undertake the Plantation Project including the preparation of design conceptual planning for the project, management, promotion and marketing upon the terms and conditions herein contained. The Project shall be undertaken in accordance with the Plantation Schedule. The Contractor shall submit to the Appropriate Authorities, the relevant applications in respect of the subdivision and the conversion of the category of land use of the Land and to 5

2.2 2.3

procure the issuance, from the Appropriate Authorities, the individual Issue Document of Title for the Land upon the subdivision of the Land within a period as the Contractor deems fit or expedient. 2.4 The date of completion of the Plantation works shall be at the sole discretion of the Contractor. Upon issuance of the approval for the alienation of the Land pursuant to the Borang 5A, the Landowner shall allow the Contractor to have access to the Land and carry out all work necessary (including land clearance work, soil investigation, survey) to enable the contractor to prepare and submit all plans necessary and there after to obtain the Approved from the Appropriate Authorities at the cost of the Contractor. The Contractor shall not be entitled to claim from the Landowner for any cost incurred by the contractor to secure the Approved except in the event of a default by the Landowner or breach of any terms and covenants or obligations by the Landowner and similarly the contractor shall not account to the Landowner for any benefit or revenue (if any) derived from the Land pursuant or incidental to the Development of the Project. The Contractor shall be allowed take possession of the Land to enter the Land and commence the land clearance work any time after the execution of this Agreement.

2.5

2.6

2.7

3 3.1 i)

CONDITION PRECEDENT This Agreement shall be subject to the following conditions:The land shall be approved for alienation to the Landowner by the issuance of the Form 5A from the relevant land authority and the original is duly sighted by the Contractor ;

ii) The Land shall be free from any encumbrances or rights which will supercede or rank in priority to the interest of the Contractor.

iii) In addition to the alienation under the Approval Letter, the Landowner shall be granted an unrestricted right to develop the Land by the Appropriate Authorities in the terms acceptable by the Contractor. iv) The contractor shall have obtained the approval from the Relevant Authorities on all the plans submitted by the Contractor for the Development of the Project within a reasonable time;

v) The Landowner shall have forwarded to the Contractor all relevant documents to evidence that the Landowner is allowed to enter into this Agreement with the Contractor and such further documents including the resolution of the board authorizing the signatory or representative of the Landowner to execute and perfect this Agreement and the Power of Attorney and compliance with any applicable provision under its constitution or any statutory regulation. vi) That the Landowner shall execute the Power of Attorney in favour of the Contractor thereby empowering and allowing the Contractor to carry out all acts necessary to complete 6

the Plantation of the Project inclusive of signing all applications to secure approvals for the Plantation.

vii) The approval of the Government Agencies Unit (if required); viii) The physical eviction and relocation of all squatters and or occupiers currently on the land (if any);

ix) The rescission and termination of any whatsoever previous agreement(s) and or contract(s) which are subsisting between the Land owner and other parties in respect of the Land (if any). Documents pertaining to the progress of such rescission and termination, if any, shall be made known to the Contractor Managers upon the execution of this Agreement or from time to time pursuant to the terms of this Agreement; x) That any exiting claims or interests in relation to or affecting the Land shall have been or will first be resolved solely by the Landowner.

3.2

In the event that any one or more of the condition precedents set forth in Clause 3.1 above shall not have been fulfilled or satisfied within twelve (12) months from the date hereof then in such an event, this Agreement shall sole at the option of the Contractor lapse and be of no further force and effect and neither party hereto shall have claim(s) of whatsoever nature for any contribution compensation damages or indemnity whatsoever in respect of any acts done prior to the lapsing of this Agreement as aforesaid.

3.3

It is further agreed hereto that notwithstanding the provision of Clause 3.1 above, only the Contractor but not the Landowner shall be entitled to waive the fulfilment of any one or more of the condition precedents set forth in Clause 3.1.

4 4.1

DURATION OF AGREEMENT Unless otherwise sooner terminated in accordance with the provisions of this Agreement, the obligations of the parties under this Agreement shall continue until the occurrence of the following:(a) (b) The Practical Completion of the Plantation; The issue of separate documents of title to the Units and the transfer of the same to purchasers of the Units; and The sale of all the Units.

(c) 4.2

Nothing herein stated shall mean to stipulate a time frame or a completion period for the Development of the Project by Contractor.

5 5.1

PROJECT MANAGEMENT AND APPROVED PLANS Subject to the approval of the Appropriate Authorities, the Approved Plans may be varied, altered or amended at any time by the Contractor whenever the Contractor deems necessary at its sole discretion without having to seek the prior consent or approval of the Landowner provided that the Development shall not contravene the provisions of the (Control and Licensing) Act 1966. The Contractor shall have absolute discretion control in the management and financing of the Project including the appointment of Architect, Engineers, Surveyors, Contractors, Suppliers, Financiers and all such consultants and professionals as the Contractors may deem necessary. The Contractor may commence the Development on any part of the Land as the Contractor deems fit and appropriate provided that the development shall be in accordance with the Approved Plans.

5.2

5.3

6 6.1

COST AND EXPENSES The Contractor shall bear all costs and expenses of the Development and all costs and expenses incidental to and in connection with the carrying out and completion of the project, including, but without limiting the generality of the foregoing, supply, installation and commissioning of all equipment and materials necessary and required by fire, water, electricity, telecommunication, local and other authorities. All quit rent, assessment, charges, rates, taxes and other outgoings, if any, payable in respect of the land from the date the Contractor takes possession of the Land shall be paid by the Contractor provided that the Contractor may seek compensation for all such sums paid in the event this Agreement is terminated for any reason whatsoever expect on the default of the Contractor.

6.2

7 7.1

RIGHTS AND POWERS ON THE PLANTATION The parties agree that:(a) (b) The project Budget shall be determined solely by the Contractor; All specifications, building plans and the manner and style of construction, as are not provided by this Agreement or in Approved plans, shall be decided solely by Contractor; Subject to the approval of the Appropriate Authorities, the name of the project shall be such name as shall be determined by the Contractor; The Landowner allows the Contractor to mortgage or change the Land to obtain financing for whatever purpose and in this respect the Landowner undertakes to assist in any way requested by the Contractor to execute a charge over the Land in favour the Financier as security for a loan to be granted to the Contractor to obtain the working capital and construction requirement for the Project or any other purpose(s) so required by the Contractor. 8

(c)

(d)

(e)

The Contractor has the right to effect any change in its capital, shareholding structure, its members and board of directors as it deems fit without the approval or consent of the Landowner subject to the payments considerations payable to the Landowner under Clause 11 herein below. notwithstanding that this agreement is subject to the condition precedent under Clause 3 above, there shall be a valid and subsisting Agreement in existence pending the satisfaction of all the said conditions and the Landowner agrees that the Contractor has by virtue of this Agreement acquired an interest in the Land, whether beneficial, equitable or otherwise, so as to allow the Contractor to lodge a private caveat on the title to the Land against any dealing with the Property until such time as the Contractor deems necessary but without affecting the completion of the Plantation Project.

(f)

8 8.1

LANDOWNERS COVENANTS In consideration of the Contractor carrying out and observing the covenants on its part to be carried out and observed and upon this Agreement becoming unconditional the Landowner hereby covenant and undertakes with the Contractor as follows:(a) upon request by the Contractor, to sign all applications, plans and other documents as may be necessary to be signed by the Landowner to secure the approval of the Appropriate Authorities to carry out and complete the Development and the project; To deliver all documents requested by the Contractor for the purpose of obtaining any approval or consent from the relevant parties concerned; Assist the Contractor in the eviction of the squatters and or occupiers if any and to deliver vacant possession of the Land to the Contractors upon the execution of this Agreement; Render all assistance and co-operation and execute all documents that are necessary to facilitate the release of the Loan; To allow the Contractor to solely handle and manage all aspects of the development including but not limited to design, costing, planning, completion and sale. that it shall assist the Contractor (if necessary) in all aspects of the marketing and sales administration; that it shall not without the Contractors prior written consent create or permit to be created any charge, (whether legal or equitable) or other encumbrance or security interest whatsoever over, in and to the Land and the Units or rights, title and interest or sell, transfer or otherwise deal with the Land or the Units and or the aforesaid rights, title and interest ; and or that it shall ensure that no person claiming to have any estate, rights or interest in, over or in relation to the Land shall exercise or make any claim in such manner as shall hinder or prevent the due and continuous progress of the Project carried out by the Contractor hereunder and that it shall, in the event that any such persons shall establish any such estate, right or interest, promptly exercise all statutory and other 9

(b)

(c)

(d)

(e)

(f)

(g)

(h)

powers available to acquire, defeat or clear off the estate, right or interest so established.

9 9.1

INSURANCE At all times during the carrying out of the project up to the date of issuance of the Final Certificate the Contractor shall ensure and procure the Main Contractor to insure and keep insured the Development in a sum sufficient to cover the cost of completely reinstating the same together with architects and surveyors fees and other expenses incidental there to in the event of total or partial destruction by fire, lightning, storm flood tempest and explosion and against loss or damage by theft, air craft and any articles dropping there from with an insurance company. CONSIDERATION The Landowner shall be entitled to the Payment Consideration of Ringgit Malaysia One hundred Thousand (100,000.00) only which shall be paid by four (4) instalments as follows:(a) Ringgit Malaysia Twenty Five Thousand (25,000.00) upon signing of this Agreement; Ringgit Malaysia Twenty Five Thousand (25,000.00) within one (1) year from the date of this Agreement; Ringgit Malaysia Twenty Five Thousand (25,000.00) within two (2) year from the date of this Agreement; Ringgit Malaysia Twenty Five Thousand (25,000.00) within three (3) year from the date of this Agreement.

10 10.1

(b)

(c)

(d)

10.2

In addition to the above, the landowner shall also be entitled to a percentage of twenty percent (20%) of net profit based on the figures derived from the final audited accounts upon the completion of the Project subject to the provisions of Clause 4 above. The Contractor shall pay the land premium in Borang 5A to be issued by the StateAuthority.

10.3

11 11.1

TERMINATION If:(a) Either party is in breach of or fails to observe or perform any of its covenants and obligations hereunder and has failed to remedy such breach or failure within reasonable time not exceeding thirty (30) days after receipt of a notice by the other party to that effect; If any representation or warranty made or deemed to be made by either party in or pursuant to this Agreement is incorrect in any material respect; or A petition is presented (unless otherwise disputed in good faith), an order is made, an effective resolution passed or legislation enacted for the winding up (other than a voluntary winding up for the purpose of reconstruction or amalgamation) of either 10

(b)

(c)

party or if a receiver and or manager is appointed of the undertaking or part thereof of either party; or (d) If a distress or execution or other process of a court of competent jurisdiction be levied upon or issued against property of either party and such distress, execution or other process as the case may be is not satisfied or challenged bona fide by such party within seven (7) days from the date thereof; or At any time before the Practical Completion of the Development, the whole of the Plantation is suspended by order of any of the Appropriate Authorities for a continuous period of sixty (60)days;

(e)

Then the Landowner or the Contractor, whichever shall be the aggrieved party, shall be at liberty by notice in writing served on the other party hereto to terminate this Agreement and thereupon this Agreement shall, subject to the previsions of Clause 11.2 and any pre-exiting liability of either party hereto, determine. 11.2 In the event of the termination of this Agreement, nothing herein contained shall be construed to relieve either party hereto from its liabilities at law or in equity arising from the termination of this Agreement or the rights conferred by law or equity on either party as a result of such termination. Further the Contractor shall forthwith deliver to the Landowner all drawings, written date, accounts, records, and documents whatsoever and for that purpose, to enter upon the premises in which the same are kept.

12 12.1

FORCE MAJEURE Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of Force Majeure wherein such notice(s) shall contain details of the circumstances giving rise to the event of Force Majeure. If a default due to an event of Force Majeure shall continue for a period of more than three (3) months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an event of Force Majeure.

12.2

13 13.1

CONFIDENTIALITY Each of the parties shall, whilst this Agreement is in force and thereafter, keep and procure and ensure that any of employees agents or its Related Corporation or Affiliates keep in strict confidence any information that it has acquired or may acquire from the other party hereto or has access to and it shall not without the prior written consent of the other use such information in any way or manner for any purposes other than for the benefit of the Plantation except for such information:(a) Which is already known to any party at the time when such information is disclosed to that party; Which is publicly known without any fault of the party or its Related Corporations or Afflictions. 11

(b)

(c) 14 14.1

Which is legally required from third parties by that party.

GOOD FAITH In entering into this Agreement, the parties recognise that it is impracticable to make provision for every contingency that may arise in the course of the performance thereof. Accordingly, the parties hereby declare it to be their intention that this Agreement shall operate with the principal of good faith, with fairness and without detriment to the interest of any of them and if in the course performance of this Agreement unfairness to any party is disclosed or anticipated or any dispute arise then the parties shall use their best endeavours (without prior recourse to arbitration or litigation) to agree upon such action as may be necessary and equitable to remove or resolve the cause or causes of the same.

15 15.1

ARBITRATION The parties agree that any dispute arising under this Agreement need not be referred to arbitration.

16 16.1

ENTIRE AGREEMENT This Agreement (together with the Annexure hereto) constitutes the entire agreement between the parties and save as otherwise expressly provided no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by the parties.

17 17.1

NOTICE Any notice, consent, request or the like required to be given to any party in connection with this Agreement shall be writing and shall be sufficiently served if sent by registered post, telex, telegram or facsimile to the address above given of the party to whom it is sent or to its registered office for the time being or to its last known place of business or to such other address as one party may subsequently notify to the other and such notice, consent, request or the like shall be deemed to have been given at the time when it ought in the ordinary course of transmission to have been delivered at the address to which it was sent.

18 18.1

COST AND EXPRESS Each party shall be responsible for its own cost in respect of the preparation of this Agreement. The Contractor undertakes to all out of pocket expenses, charges and stamp fees in relation to the Agreement.

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19 19.1

GENERAL This Agreement shall be binding on the parties hereto and their respective successor-in-title and permitted assigns PROVIDED THAT neither party hereto shall be entitled to assign their rights or obligations herein without the written consent of the other. No exercise or failure to exercise or delay in exercising any right, power or remedy vested in any party shall constitute a waiver by that party of that or any other right, power or remedy.

19.2

20 20.1

GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws for the time being in force in Malaysia and the parties unconditionally submit to the non-exclusive jurisdiction of the Courts of Malaysia in connection with all matters under this Agreement.

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