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THIS TRUST DEED is made the 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. day of ,2006


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.


1. 1.1

DECLARATION OF TRUST 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. MEETING AND VOTING RIGHTS




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 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. TRANSFER OF SHARES TO THIRD PARTY 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. NEW SHARES (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

3. 3.1

4. 4.1


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 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. 5.1

INDEMNIFICATION 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. CESSATION OF APPOINTMENT 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. The power to appoint new trustee in place of the Trustee shall be vested in the Beneficiary.

6. 6.1


7. 7.1

GENERAL PROVISIONS Amendments Any alterations of or amendments to this Deed shall not be valid unless


agreed in writing between the parties. 7.2 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. 7.3 Successors Bound This Deed shall be binding upon the heirs, successors-in-title and the permitted assigns of the parties hereto.


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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