Shareholders Agreement (Put Option)

          ‘CALL OPTION PERIOD’ means the period commencing on the date hereof and ending either on the seventh (7th) day after the date the Board of Directors resolve in writing to accept or reject the terms imposed by each of the Relevant Authorities in its written reply to the application of the Company for the Approval.

          ‘CONSIDERATION SUM’ means the sum to be paid by the Grantor to the Grantee for the Put Option Shares pursuant to Clause 3 as contained in Schedule I.

          ‘PUT OPTION’ means the right granted by the Grantor to the Grantee pursuant to Clause 3.1

          ‘PUT OPTION PERIOD’ means the period of seven (7) days commencing immediately after the expiry date of the Call Option Period.

          ‘PUT OPTION SHARES’ means such number of ordinary shares in the Company of Ringgit Malaysia One (RM1.00) each fully paid in the capital of the Company beneficially owned by the Grantee and registered in the name of the Grantee as appearing in Schedule I hereto including all rights issues, bonuses and dividends accruing thereto as from the date hereof

          ‘RELEVANT AUTHORITIES’ means the followings:
          (i)  Ministry of International Trade and Industry (“MITI”);

          (ii) Security Comission (“SC”)

          (iii)Kuala Lumpur Stock Exchange (“KLSE”);

          (iv) Foreign Investment Committee of the Prime Minister’s Department, Malaysia;and

          (v)  All other government authorities, administrative, regulatory, or otherwise where approvals are deemed necessary by the Vendor to complete the Listing of the Newco Shares a

          ‘RINGGIT MALAYSIA’ means the currency of Malaysia.

3.   Put Option

3.1  In consideration of the sum of Ringgit Ten (RM10.00) only paid by the Grantee to the Grantor (the receipt of which is acknowledged by the Grantor) and in further consideration of the Grantee agreeing to grant the Call Option to the Grantor, the Grantor hereby grants to the Grantee the right exercisable at any time during the Put Option Period to put to and require the Grantor to purchase the Put Option Shares free from all Encumbrances and with all rights, benefits and interests accruing to the Put Option Shares from the date hereof for the Consideration Sum upon the terms and subject to the conditions of this Agreement.

3.2  The Put Option shall only be exercisable in respect of all the Put Option Shares including all rights issues, bonuses and dividends accruing thereto as from the date hereof and not part thereof.

3.3  The Put Option shall be exercisable at any time during the Put Option Period by notice in writing served on the Grantor (“the Put Option Notice”) in the manner prescribed in clause 8.5 herein so long as the Call Option has not been exercised under the Call Option Agreement.

3.4  Upon the exercise of the Put Option Notice pursuant to this Agreement the Grantor shall be deemed to have entered into an executed Contract pursuant to which the Grantor agree to purchase the Put Option Shares from the Grantee at the Consideration Sum.

3.5  The parties shall be bound to complete the sale and purchase of the Put Option Shares seven (7) days after the date of service of the notice of exercise (or on the next succeeding business day if completion would otherwise fall on a non-business day) (“the Completion date”).

4.   Completion

4.1  Completion of the sale and purchase shall take place at the registered office of the Company or at such other place as the parties shall mutually agree.

4.2  The Grantee shall deliver to the Grantor:

     4.2.1     duly executed transfers of the Put Option Shares including all rights issues, bonuses and dividends accruing thereto as from the date hereof accompanied by the relative share certificates;

     4.2.2     such other deeds and documents as may be necessary to transfer to the Grantor or as it may direct the unencumbered beneficial ownership of the Put Option Shares including all rights issues, bonuses and dividends accruing thereto as from the date hereof.

4.3  The Grantor shall deliver to the Grantee a Banker’s Draft or Banker’s Cheque for the Consideration Sum. In making payment of the Consideration Sum, the Grantor shall be entitled to set off any sum owing by the Grantee to the Grantor as at the date of payment.

5.   Default by the Grantee

     Should the Grantor fail to complete the purchase of the Put Option Shares in accordance with Clause 4 herein for whatsoever reason the Grantee shall be entitled thereafter to terminate this Agreement by notifying the Grantor in writing of his intention to do so and upon such notification being made the Grantee shall be entitled to sell the Put Option Shares in any manner he deems fit, either all the Put Option Shares together or in whatsoever proportions, at whatsoever time and at whatsoever price not less than ninety (90%) per centum of the Consideration Sum  and upon completing the sale of all the Put Option Shares thereof, the Grantee shall be entitled to claim from the Grantor the difference between the Consideratin Sum and the aggregate of the price of the Put Option Shares sold by the Grantee, including and without prejudice all damages loss expense interest costs incurred by or caused to the Grantee arising from or due to the Grantor’s failure to complete the purchase of the Put Option Shares. The Grantor shall in any event be entitled to the remedy of specific performance.

6.   Put Option Shares

     All rights attached to the Put Option Shares including all rights issues, bonuses and dividends accruing thereto as from the date hereof shall accrue to the Grantor at the date of the service of the Grantee’s notice exercising the Put Option.

7.   Grantor’s and Grantee’s warranties

7.1  The Grantor warrants to the Grantee that he has and will have full power and authority to grant the put option upon the terms and conditions of this Agreement

7.2  The Grantee makes no warranties in respect of the Put Option Shares nor the Company whatsoever.

8.   Miscellaneous

8.1  No announcement shall be made in respect of the subject matter of this Agreement. 

8.2  This Agreement shall be binding upon each party’s successors and assigns and personal representatives but, except as specifically provided, none of the rights of the parties under this agreement or the warranties may be assigned or transferred.
8.3  Each party shall bear its own costs in respect of the preparation of this Agreement.

8.4  Time shall be of the essence of this Agreement.

8.5  All communications between the parties with respect to this Agreement shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or to such other address as the addressee may from time to time have notified for the purpose of this clause. In proving service by post it shall only be necessary to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this clause. In the case of the notice exercising the Put Option, the communication must be confirmed by registered post.

8.6  Payments to be made by the Grantor to the Grantee hereunder shall be made by way of Banker’s Draft or Banker’s Cheque.

8.7  This Agreement shall be governed by and construed in accordance with the Laws of Malaysia and the parties hereto agree to be subject to the non-exclusive jurisdiction of the Malaysian courts.

                   SCHEDULE I
1.   Name and Address of Grantor: _________________

2.   Name and Address of Grantee: ___________________.

3.   Put Option Shares         :  300,000 Ordinary Shares of RM1.00 each in the Company;

                                  OR

                                  such number of ordinary shares in Newco that the said Sale Shares shall be exchanged pursuant to the Listing scheme as may be approved by the Relevant Authorities. (“Newcoshares”)

4.   Consideration Sum          : Newcoshares    x    Initial
                                   Public Offerings (IPO) price.

IN WITNESS WHEREOF the parties hereto have hereunto respectively set their hands the day and year first above written.
Signed by ______________    )
in the presence of:-       )

Signed by ____________ in the           )
presence of:-              )