THIS AGREEMENT is made the day and year stated in Part 1 of the First Schedule

hereto between the party whose name, description and address are stated in Part 2 of the
said First Schedule hereto [hereinafter called “the Developer”] of the one part and the party
whose name, description and address are stated in Part 3 of the said First Schedule hereto
[hereinafter called “the Managing Agent”] of the other part.

WHEREAS :-

The Developer has agreed to appoint the Managing Agent and the managing agent has
agreed to act as Property Manager so far as the same relate to the management of the
common property of Lot No. 2099 Seksyen 4, Bandar Georgetown, Daerah Timor Laut,
Pulau Pinang comprised in Hakmilik Sementara No. H.S.(D) 9014 [hereinafter called “the
said property”] on which is constructed (1) Block (5 storeys) known as Premier Centre
comprises of 63 commercial units [hereinafter called “the said Property”]. The
Management service exclude car park for L1 and L2.

IT IS HEREBY AGREED AS FOLLOWS :-

[1] The period of engagement shall be for the fixed term as stated in Part 4 of the First
Schedule hereto commencing on the Commencement date as stated in Part 5 of the
First Schedule hereto and expiring on the day and year stated in Part 6 of the First
Schedule hereto. Such period of engagement shall be renewed automatically yearly
unless otherwise be terminated by either party with two (2) months notice in
writing on the other party.

[2] The Developer shall pay to the Managing Agent for the services rendered by the
Managing Agent for the Developer as hereinafter provided in the sum of Ringgit
Malaysia as stated in Part 7 of the First Schedule hereto being Property
Management Professional fee. This payment shall be made within six (6) days of
each succeeding month. This Monthly Property Management Professional fee is
exclusive of disbursements, postages & printing, meeting expenses, audit fee,
incidental repairs & purchases, legal expenses duly incurred, and telephone charges
(limited to RM100 per month).

[3] During the management period, the Managing Agent will control, manage and
administer the said Property in a proper, efficient and satisfactory manner.

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[4] Physical & Maintenance Management

The Managing Agent shall supervise on behalf of the Developer for the provision
of the following maintenance services in relation to common areas of the said
Property including:-

[a] Maintenance of the common areas and facilities of the said Property
including but not limited to gates and fences;

[b] Maintenance of the lifts;

[c] Maintenance of the mechanical & electrical installations;

[d] Maintenance of the fire fighting equipment;

[e] Maintenance of the lighting for the common areas of the said Property.

[f] Maintenance of the roof, gutters, rain water passages, drains and refuse
area;

[g] Cleaning of the common areas and facilities of the said Property according
to daily, weekly and monthly work schedules;

[h] Preventive maintenance;

[i] Incidental and emergency repairs.

The Managing Agent shall not be responsible for the maintenance of the individual
units in the said Property. Such maintenance and repairs shall be the sole
responsibility of the individual Subsidiary Proprietor.

[5] Administration

The Managing Agent shall attend to the following administrative functions in

relation to the management of the said Property on behalf of the Developer:-

[a] Establish work schedules for routine maintenance;

[b] Liaise with the service contractors and suppliers;

[c] Liaise with government authorities whenever required;

[d] Handle all enquiries, complaints, reports and correspondence relating to the
management of the said Property;

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 [e] Prepare and attend Annual or Extraordinary General and Council meetings;
[f] Keep records and file claim on all insurance coverage relating to the said
Property.

[g] Billing, collection and issuance of receipt for service charges, any outgoings
levied on the said Property and all other monies due to the Management
Corporation.

[6] Financial Management and Accounting

The Managing Agent shall attend to the following financial and accounting
functions in relation to the management of the said Property on behalf of the
Developer:-

[a] Opening bank account, joint signature between Developer and Management
agent. All monies received from service charges and payment made must go
through this bank.
[b] Prepare and report to the Developer on monthly basis, a financial statement
showing the monthly status of income and expenditure and the balance of
monies in the Developer’s account;

[c] Keep proper records and maintain a proper set of accounts relating to the
said Property on behalf of the Developer;

DISCLAMIER

[7] The Managing Agent shall not be liable if, for any other reason or cause beyond its
control, is unable to carry out or perform any or all the aforesaid services.

[8] The Managing Agent assume no responsibility provided written notice is served to
the Developer to comply with the provisions of all ordinances, any new
Government Service Tax that may be imposed in future, rules or regulations
[including those relating to the disposal of solid, liquid and gaseous wastes] of the
Municipal, District, State or Federal Government, or any public authority or official
thereof having jurisdiction over it pertaining to the said Building and the equipment
therein, except to notify the Developer promptly or forward to the Developer
promptly, any complaints, warnings, notices or summonses received by it relating
to such matters. The Developer represents that to the best of its knowledge the said
Building complies with all such requirements and agree to indemnify and hold
harmless the Managing Agent, its representatives, servants and employees from all
losses, costs, expenses and liabilities whatsoever which may be imposed on them or

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 any of them by reason of any present or future violation or alleged violation of such
laws, ordinances, rules and regulations.
[9] The Managing Agent shall not be liable for any loss or damage resulting from any
acts [including alterations to the said Property or renovation works] by any
subsidiary proprietor, their contractors or their agents; or for any loss or damage
resulting from any breach by the subsidiary proprietors of laws, regulations, house
rules or covenants contained in their sale & purchase agreement in relation to the
said Property.

[10] The Managing Agent shall not be liable for any interruption or non-provision of
services [including electricity and water supply and maintenance services] resulting
from the delay in payment or non-payment for services to suppliers or service
providers due to the lack of management funds in the Developer’s account.

[11] The Managing Agent shall not be responsible for insufficient insurance coverage
and shall not be responsible for any late payment owing due to lack of Management
Funds to meet such expenses.

[12] The Managing Agent has not and shall not be responsible to undertake any
structural assessment to determine the soundness or integrity of the said Property.
The Managing Agent shall not be liable for any loss or damage [including damages
to the buildings, injuries and / or death] resulting from defective design, structural
or engineering inadequacies or faults, inadequate construction of foundations, or
defects or breakdown of plant and machinery in the said Property. The Managing
Agent shall not be liable for any loss or damage [including damages to the
buildings, injuries and / or death] resulting from land-slip, land erosion, subsidence
and / or heave of the site on which the Property stands or land belonging thereto.
The Developer shall indemnify, defend and save the Managing Agent harmless
from all suits in connection with such occurrences.

[13] The Managing Agent shall not be liable for any loss or damage that the Developer
may suffer through the act, default or negligence of any agent, contractor, engineer,
advisor, consultant, banker or any other persons appointed or engaged by the
Developer.

[14] Use of Developer’s Equipment / Chattels

The Developer hereby agrees to allow the Managing Agent to utilize the equipment
and chattels of the Client (a list of inventory may be provided for verification) at all
times during the continuance of this Agreement. The Managing Agent shall not be
liable for any loss and / or damages thereof.

[15] The Management Period shall forthwith terminate:-

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 If either party hereto shall be wound up either compulsorily or voluntarily [except
in the course of a voluntary liquidation for the purpose of reconstruction or
amalgamation].

[16] This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Managing Agent and the successors and assigns of the
Developer.

IN WITNESS WHEREOF the parties hereto have hereunder set their hands the day and
year first above written.

……………………………….
Signed by:

Designation:

For and on behalf of:

………………………………..
Signed by:

Designation:

For and on behalf of:

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 THE FIRST SCHEDULE
(to be read and construed as an essential part of this agreement)

PART 1 26th July 2006

DATE OF THE AGREEMENT

PART 2 SYARIKAT GALIANBINA SDN. BHD.

NAME , DESCRIPTION AND ADDRESS (Reg. No: 85067-T)
OF THE DEVELOPER of 253G-3-3,Premier Centre, Jalan Burma,
10350 Penang

PART 3 SINOGREEN MANAGEMENT SDN.

NAME , DESCRIPTION AND ADDRESS BHD (Reg. No: 486016-P)
OF THE MANAGING AGENT of 253G-3-3,Premier Centre, Jalan Burma,
10350 Penang

PART 4 One (1) year

PERIOD OF ENGAGEMENT

PART 5 1st August 2006

COMMENCEMENT DATE

PART 6 31st July 2007

EXPIRY DATE

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PART 7 Ringgit Malaysia Three Thousand
PROPERTY MANAGEMENT (RM3,000.00) Only per month
PROFESSIONAL FEE