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MEMORANDUM OF AGREEMENT This day of 2013.

BETWEEN

BHAIRAVI SDN BHD


(Co. No:733373-P ) AND

ABC ENGINEERING CORPORATION (M) SDN BHD


( Co No:111111-D)

MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT is made this day of 2013

BETWEEN

BHAIRAVI SDN BHD (Company No.733373-P) a private limited incorporated in Malaysia under the Companies Act, 1965 and having its registered office at No 18-1, Jalan 14/48A, Sentul Boulevard Off Jalan Sentul, 51000 Kuala Lumpur (hereinafter referred to as the Consultant).

AND

ABC ENGINEERING CORPORATION (M) SDN BHD (Company No. 111111-D) a private limited company incorporated in Malaysia under the Companies Act 1965, and having its registered address at .. Kuala Lumpur (hereinafter referred as to as the Main Contractor).

WHEREAS:

A.

The Consultant is a company involved in the rendering of consultancy and management services and has the expertise in the area of the preparation of tender documents, submission and the related technical know-how.

B.

The Main Contractor is desirous of engaging the services and expertise of the Consultant for the purpose of submitting the requisite proposal (hereinafter referred to as the Proposal) in respect of a project known as PREMIER INTERNATIONAL UNIVERSITY PERAK AT GUA TEMPURUNG,

MUKIM KAMPAR, DAERAH KINTA, NEGERI PERAK DARUL RIDZUAN (hereinafter referred to as the Project) to Blair Education Services Sdn Bhd (721959-U) (hereinafter referred to as the Employer) and for purposes of securing the award of the Project and other incidental works thereto to the Main Contractor upon the terms and conditions set out herein.

C.

The Letter of Award in respect of the said Project is yet to be issued by the Employer or the developer appointed by the Employer favouring The Main Contractor.

D.

The Consultant is desirous of rendering its services and expertise, especially in advising the Main Contractor in the submission of the Bills of Quantity to the Employer or the developer appointed by the Employer for the Project or its agencies.

E.

The Consultant has agreed to procure the appointment of the Main Contractor to undertake the completion of the said Project to the pricing and scope of works and other terms and conditions contained hereinafter.

NOW THIS AGREEMENT WITNESSETH as follows:

1.

In consideration of all covenants and undertakings of the parties hereto the Consultant hereby agrees to undertake the procurement of a Letter of Award for the appointment of the Main Contractor as the main contractor for a project for and on behalf of the Main Contractor based on the Main Contractors agreement and consent to be appointed as the main contractor for the said Project in terms and conditions as may be agreed and based on the award from the Employer or the developer appointed by the Employer for the Project.

2.

The Main Contractor hereby expressly agree that the total cost of the said Project shall be determined from the final calculation based on the Bill of Quantity which shall be agreed upon by the parties thereto.

3.

Subject to the issuance of Letter of Award, The Main Contractor shall undertake to construct and complete the said project as per the Construction Agreement that shall be entered into between the Main Contractor and the Employer or the developer appointed by the Employer for the Project Developer including for the provision of all associated infrastructure and Mechanical & Electrical Works, if applicable, at the agreed contract sum and in accordance with the terms and conditions contained thereof.

4.

The Main Contractor shall have the advice of the Consultant and shall be at liberty to contract, deal or enter into arrangement with any other party for the implementation of the said Project.

5.

The parties hereto agrees and consent with each other that the terms and conditions this agreement shall form the basis of principles for working together and shall all the times show the utmost good faith to the other in all matters relating to the Agreement and use their best skills and endeavour to promote the same to satisfactory conditions.

6.

Upon execution of this Agreement, the Consultant shall ensure that the main consultants to the Project that may have been appointed by the Employer or the developer appointed by the Employer for the Project shall be able to have all the required information as may be required relating to various aspects of the Project including Civil and Structural (C & S), Mechanical and Electrical (M & E) drawings, Surveyors report, the Bill of Quantities and other relevant documents which are in the possession of the Consultant.

7.

The Consultant shall endeavor to ensure that the Main Consultant shall be able to have all the required information as may be needed by the Employer or the developer appointed by the Employer for the Project or its agencies in respect of the award of the said Project.

8.

The Main Contractor shall agree to comply with the conditions related to technical specifications and requirement as set by the the Employer or the developer appointed by the Employer for the Project.

9.

The Consultant hereby confirms that the mobilization claims (will based on invoices given) of the contract sum is allowed and shall become as part of the terms and conditions under the Construction Agreement given and approved by the Employer or the developer appointed by the Employer for the Project.

10.

The Main Contractor shall provide five (5%) percent of the total value of the Project as Performance Bond in the form of a Bank Guarantee and will be specified in the Letter of Award.

11.

The Letter of Award will be issued by the Employer or the developer appointed by the Employer for the Project favouring the Main Contractor before the expiration of seven (7) working days from the date of this Memorandum of Agreement and will be followed with the signing of a formal Construction Agreement between the Employer or the developer appointed by the Employer for the Project and the Main Contractor which shall be executed within thirty days from the date of the Main Contractors receipt of the Letter of Award.

12.

The parties hereto are aware that the total cost for the Project shall be at an approximate value of Ringgit Malaysia Three Hundred And Ninety One Million Two Hundred And Twenty Three Thousand One Hundred Twenty Nine And Cent Thirty Two (RM 391,223,129.32) subject to the final negotiation based on the variation of price (VOP) of the current market price between the Main Contractor and the Employer or the developer appointed by the Employer for the Project.

In consideration of the of procuring the Letter of Award in respect of the said Project favouring the Main Contractor and provided always the Consultant has complied with all the terms and conditions contained herein, the Main Contractor has agreed to pay upon the terms and conditions contained herein to the Consultant in the following manner: a) The sum of Ringgit Malaysia Three Million (RM3,000,000.00) only favouring Messrs Abdul Razak Muhidin & Associates, Advocates & Solicitors (hereinafter referred to as the Consultants Solicitors) by way of a Bankers Cheque as documentation & professional fees upon the execution of the Memorandum of Agreement (MOA) and upon receipt of

the Letter Of Award. b) The sum of Ringgit Malaysia Twelve Million (RM12,000,000.00) only favouring the Consultants Solicitors by way of bankers upon the Main Contractors receipt of the mobilization claims made by the Main Contractor in four (4) equal monthly installments of Ringgit Malaysia Three Million (RM3,000,000.00) only commencing from the month following the Main Contractors receipt of the mobilization claim under the Construction Agreement. The Consultants Solicitors are expressly and unequivocally authorized to release to the Consultant the payments of fees paid by the Main Contractor forthwith upon clearance of the same.

c)

13.

The parties hereby agree to maintain the present team of consultants for the Project at the approved scale of fees by the Board of Engineers or its related bodies provided always that the said professional fees for the Projects consultants shall be paid by the Developer or its agencies.

14.

The Main Contractor shall have the right to withdraw from this agreement in the event that the contract pricing and scope of works of the said Project is not viable for the Main Contractor to commence with it. Upon such withdrawal, the Main Contractor shall not be liable for any cost incurred by the Consultant.

15.

The Main Contractor shall not in any manner whatsoever in any way howsoever either by itself or its agents, nominees or any other persons or legal entities, directly circumvent the Consultant with regards to this Project. Upon execution of this Agreement, the Consultant shall not in any manner deal, solicit or negotiate with any other party other than the Main Contractor.

16.

If the main Contractor shall fail to perform their obligations under this agreement, the Consultant shall refund the monies to the Main Contractor after deducting administrative fee for a sum of ten (10%) percent from the total amount paid.

17.

If the Consultant fails or defaults under this agreement, the monies paid shall be fully refunded to the Main Contractor free of interest.

18.

If the Main Contractor shall make any default in relation to any of the provisions of this Memorandum of Agreement, the Consultant shall be entitled to specific performance and/or such other remedies as may be available to the Consultant.

19.

Each party shall bear its own cost in the preparation of this Memorandum of Agreement. The stamp fees for this Memorandum of Agreement shall be shared and paid for by the parties.

20.

If any dispute or difference shall arise between the Consultant and the Main Contractor in connection with or arising out of this Memorandum of Agreement such dispute shall be referred to Arbitration in accordance with the Arbitration Act, 2005.

21.

Any notice or demand under this Agreement shall be in writing and shall be deemed duly given or served if it is sent by registered post addressed to the party to be served at the address herein before mentioned or latest address as notified.

22.

Time whatever mentioned herein shall be of the essence of this Agreement.

23.

Each of the parties hereto shall be responsible for and pay its own tax in respect of the income, proceeds, entitlement or benefits received or receivables by such party in under or pursuant to this Agreement.

24.

Neither party shall be entitled to make or permit or authorize the making of any press release or other public statement or disclosures concerning this Agreement or any of the transactions contemplated in it without the prior written consent of the other party.

25.

No amendment of or addition to this Agreement shall be effective unless in writing and signed by or on behalf of the parties.

26.

This Agreement shall be governed, by interpreted and construed in accordance with the laws of Malaysia.

27.

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

THE REMAINDER OF THIS PAGE IS DELIBERATELY LEFT BLANK

IN WITNESS WHEREOF the Parties have hereunto set their respective hands by their authorized representatives the day and year first above written. Signed for and on behalf of BHAIRAVI SDN BHD (733373-P) In the presence of ) ) Name : Managing Director )

Signed for and on behalf of

ABC ENGINEERING CORPORATION(M) SDN BHD (111111-D) In the presence of ) )....... Name : Managing Director