TRUST DEED FOR SHARES

THIS TRUST DEED is made the day of , BETWEEN :

(1) [Trustees name] of [trustees address] ( the Trustee) of the one part; AND

(2) [Beneficiarys name] of [Beneficiarys address] ( the Beneficiary) of the other part.

RECITALS

WHEREAS the Trustee is the registered owner of the shares described in Section 3 of the
Schedule hereto (the Said Shares).

AND WHEREAS the Trustee acknowledges that the Said Shares are beneficially owned by
the Beneficiary.

AND WHEREAS the Parties are desirous of setting out in this Deed the terms of the trust in
respect of the Said Shares.

NOW THIS DEED WITNESSETH as follows:-

1. DECLARATION OF TRUST

1.1 The Trustee hereby declares that he holds the Said Shares and all dividends interest and
benefits accrued or to accrue upon the same or any of them upon trust for the
Beneficiary and his successors in title and next of kin, and agrees to deal with the Said
Shares and transfer and pay the dividends and interests payable in respect of the Said
Shares in such manner as the Beneficiary may from time to time direct.

2. MEETING AND VOTING RIGHTS

2.1 The Trustee will, at the request of the Beneficiary attend all meetings of shareholders
or otherwise which he shall be entitled to attend by virtue of being the registered

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 proprietor of the Said Shares or any of them and will vote at every such meeting of
shareholders in such a manner as the Beneficiary shall have previously directed in
writing, or in default of any such direction, at the discretion of the Trustee. The
Trustee shall, if so required by the Beneficiary, execute all proxies or other documents
which shall be necessary or proper to enable the Beneficiary, his personal
representative or assigns or nominees to vote at such meeting in the place of the
Trustee in relation to the Said Shares.

3. TRANSFER OF SHARES TO THIRD PARTY

3.1 The Trustee shall, as and when there shall be any person who are ready and willing to
purchase or receive the Said Shares or any of them AND on being so required or
directed by the Beneficiary, transfer to such person as shall be nominated by the
Beneficiary the Said Shares or any of them or otherwise deal with the Said Shares or
any of them as the Beneficiary may direct from time to time.

4. NEW SHARES

4.1 (1) If any conditional or preferential right to subscribe for shares or

securities in the capital of the issuer of the Said Shares or any other option shall
be offered to the Trustee, as the holder of the Said Shares or any of them or
otherwise in respect thereof; or

(2) If any call be made upon the Said Shares or any securities so offered to and
subscribed for by the Trustee as aforesaid or other payment demanded in
respect thereof,

the Trustee shall so soon as practicable give notice of such offer call or demand to the
Beneficiary and if not less than three (3) working days before the expiration of the time
allowed for the exercise of such option or making such payment the Trustee shall
receive any direction in writing from the Beneficiary and the Beneficiary shall pay or
provide for any money required to be paid comply with such direction, the Trustee
shall act on such direction PROVIDED THAT if no such direction shall be received or
the money required to be provided for such action shall not be received before the time
aforesaid, the Trustee shall act in his discretion in the matter and such action shall be
binding on the Beneficiary.

4.2 The Trustee shall hold all new shares including but not limited to the right and bonus
issue (hereinafter referred to as "such new Shares") offered from time to time to the
Trustee in respect of the Said Shares as aforesaid and subscribed for by him upon the

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 trust herein and subject to the powers and provisions hereby declared concerning the
Said Shares as if the same were an accretion thereto and the expression "the Said
Shares" wherever appearing in this Deed shall mean all the Said Shares including such
new Shares.

5. INDEMNIFICATION

5.1 The Beneficiary will at all times hereafter indemnify and keep indemnified the Trustee
against all liabilities which the Trustee may incur by reason of the Said Shares or any of
them being so registered in the name of the Trustee as aforesaid and in particular will
punctually pay all calls and other demands which the Trustee may be or become liable
to pay in respect of the Said Shares or any of them the Trustee may in his discretion
subject as hereinafter mentioned think fit to subscribe and all costs and expenses
incurred by the Trustee in the execution of the trust of this Deed.

6. NUMBER OF TRUSTEES

6.1 The number of Trustees including the Author of the Trustees shall not be less than
__________and not more than __________persons. The Board of Trustees shall
nominate and invite person/persons to be the other trustees for such period, as they
may deem fit and proper, provided consent of beneficiary is obtained.

7. CESSATION OF APPOINTMENT

7.1 The appointment of Trustee as herein described shall immediately cease upon the
transfer of all the Said Shares to the Beneficiary, his successor in title or any other
person.

7.2 The power to appoint new trustee in place of the Trustee shall be vested in the
Beneficiary.

8. TERMINATION OF OFFICE OF THE TRUSTEES

8.1 Trustee shall cease to hold office:

(a) if he dies,
(b) if he resigns,
(c) if he is adjudged insolvent or found guilty of an offence involving
(d) moral turpitude.

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 (e) if he is found to have acted against the interest of the Trust.
(f) if it is unanimously decided by the Trustees that his continuation in the Office is
against the interest of the Trust.
(g) Upon expiry of the period up to which the Board of trustees have nominated the
trustee.

9. GENERAL PROVISIONS

9.1 Amendments

Any alterations of or amendments to this Deed shall not be valid unless agreed in
writing between the parties.

9.2 Applicable Law

The validity, construction and performance of this Deed shall be governed by and
interpreted in accordance with that laws of Malaysia and both parties hereto hereby
agree to submit to the jurisdiction of the Courts of Malaysia.

9.3 Successors Bound

This Deed shall be binding upon the heirs, successors-in-title and the permitted assigns
of the parties hereto.

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IN WITNESS WHEREOF the parties hereto have caused this Deed to be duly executed as
at the date first mentioned herein above.

SIGNED by the Trustee )

)
)
in the presence of:- )

SIGNED by the Beneficiary )

)
in the presence of:- )
 SCHEDULE

PARTICULARS OF THE SAID SHARES

(to be read and construed as an integral part of this Deed)

Name of Company :

Certificate No. Denominations Type of Securities

Ordinary Shares

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DATED THIS DAY OF ,2006

BETWEEN

BADRI BIN ABU BAKAR

AND

NUBLAN ZAKY BIN YUSOFF

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TRUST DEED

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