Uni-Poh shall be bound to complete the construction of the basic infrastructures within the boundaries of the Proposed Joint Development supporting Phase 1 of the Proposed Joint Development in accordance with the terms of the JVA; The Company shall be paid their entitlement deriving from all units comprised in Phase 1 of the Proposed Joint Development regardless whether the units are sold or not based on 20.9 % of the Minimum Prices or of the prevailing market value of all the units, whichever is higher; Uni-Poh shall be entitled to the following: full payment of the whole of the STP Contract Sum; the balance of proceeds of sale of all sold units comprised in Phase 1 of the Proposed Joint Development after deducting the payment to the Company; and all right interest and title to the unsold units of Phase 1 of the Proposed Joint Development; The parties of the JVA agree that the whole of Perak Corp.'s Entitlement upon termination of the JVA as determined shall be applied or deemed payment towards settlement of the STP Contract Sum and as for the settlement of the balance of STP Contract Sum, Uni-Poh shall be entitled, at its own cost and expense, to take a transfer from PKNPk such number of the undeveloped plots of the said Land comprised in the remaining phases of the Proposed Joint Development; For settlement of the balance of STP Contract Sum envisaged and for determination of the actual number of undeveloped plots of the Land of sufficient value to effect such settlement the parties mutually agree that the value of the undeveloped plots of the Land as shall be selected by Uni-Poh shall be determined and computed at the rate of RM 40.00 per square foot or the prevailing market value of Land area, whichever is higher, which price shall be inclusive of the support of local infrastructure to be constructed to complement the same. Notwithstanding the termination of the JVA, PKNPk and Perak Corp. shall continue to observe and fulfil their respective obligations and duties to enable Uni-Poh to complete the construction of Phase 1 of the Proposed Joint Development and the eventual sale and transfer of the units to end purchasers comprised in Phase 1 of the Proposed Joint Development.

In the event that Uni-Poh: fails, neglects and/or refuse to commence the Proposed Joint Development within twelve months from the date of the last of the requisite approvals having been obtained for each phase or within the period as stipulated under the applicable laws or fails to commence and complete the Proposed Joint Development by the Completion Date; does any act or omission which for all intents and purposes be deemed to have unequivocally abandoned the Proposed Joint Development; or ceases to carry on its business or goes into voluntary or compulsory liquidation or a receiver or receiver and manager is appointed over the whole of its undertakings or assets; The Company shall give sixty days' notice to Uni-Poh requiring Uni-Poh to make good or remedy the default or the breach complained of. If the breach or default complained of shall remain outstanding after expiration of the said notice, the Company shall be entitled to terminate the JVA by giving notice thereof to Uni-Poh in which event the JVA shall terminate on the date specified in such termination notice. Upon such termination, the Company shall, in its absolute discretion, subject to prior approval of the Controller of Housing, be at full liberty to assume the responsibility of Uni-Poh to the exclusion of Uni-Poh or to appoint a third party in substitution of Uni-Poh to undertake and carry out the remainder portions of the Proposed Joint Development.

Provided Uni-Poh shall have duly completed the STP Module 3 and 4 and the additional external main infrastructure as stipulated in the JVA, Uni-Poh shall be entitled at its discretion any time thereafter to elect to prematurely terminate the JVA as to the remaining phases of the Proposed Joint Development which have yet to be commenced by giving notice of such intended termination in writing to PKNPk and Perak Corp. to the same effect. PKNPk and Perak Corp.

shall agree, consent and accept such premature termination subject to the following legal consequences binding upon the parties of the JVA: Uni-Poh shall be bound to complete the construction of all buildings stipulated in the JVA comprised in the on-going phase or phases of Proposed Joint Development which have been commenced with developer's licence and advertisement and sale permit in relation to such phase or phases having been procured; The balance of Perak Corp.'s Entitlement which has not been satisfied as at the date of termination shall be paid and satisfied in full by Uni-Poh; The Balance of Perak Corp.'s Entitlement shall be determined and calculated based upon Perak Corp.'s share of the Minimum Prices of all buildings comprised in the Proposed Joint Development or the prevailing market value, whichever is higher, less the following deductions: STP Contract Sum subject to due completion of the works in STP Contract; and such other stipulated payments, fees, costs and expenses lawfully due and payable by Perak Corp. as if there were no such termination of the JVA. The parties of the JVA agree and shall determine the actual sum payable in respect of the Balance of Perak Corp.'s Entitlement within one month from the date of the notice of termination.

Uni-Poh shall within six months from the date of determination of the quantum payable in respect of Balance of Perak Corp.'s Entitlement, make full payment of the Balance of Perak Corp.'s Entitlement in exchange for the execution and delivery of transfer of all titles of equivalent value from remaining phases of the Proposed Joint Development for registration in favour of Uni-Poh or its nominee. The transfer of the titles to Uni-Poh or its nominee shall be effected in batches, so that against each payment made, the corresponding number of the titles of equivalent value shall be effected in favour of Uni-Poh or its nominee until full payment of the Balance of Perak Corp.'s Entitlement and in this regard and against each payment made the Company shall cause PKNPk to execute the instrument of transfer pertaining to the relevant titles of equivalent value in favour of Uni-Poh or its nominee and deposit the same with Uni-Poh or its solicitors within seven days of payment of same. Notwithstanding the termination of the JVA, the parties agree that the JVA shall come to an end and cease to have any further force and effect only upon Uni-Poh having made full payment of Balance of Perak Corp.'s Entitlement and PKNPk shall have duly transferred all the titles to on-going phase and remaining phases of the Proposed Joint Development to Uni-Poh or its nominee.