SUB-CONTRACT AGREEMENT THIS AGREEMENT made on this 10th day of April 2012 BETWEEN UNICORP SDN BHD a company

incorporated in Brunei Darussalam and having a place of business at Lot 66, Beribi II Industrial Estate Bandar Seri Begawan BE1118 P.O Box 620, BSB BS8671, Negara Brunei Darussalam (hereinafter referred to as UCSB) of the part. AND BINA WAN CONSTRUCTION SDN BHD a company registered in Brunei Darussalam and having its registered address at No. 7 Spg 23 Jln Mulaut Tg Nangka BG 2121, Negara Brunei Darussalam., (hereinafter referred to as BWCSB) of the other part. WHEREAS; (I) UNICORP SDN BHD has successfully tendered for a project known as RENOVATION WORKS FOR BLOCK 31 ANNGEREK DESA FLAT TO HISTORICAL RESOURCE CENTRE vide CONTRACT NO.: BSB/DTS/IV.01/2012 (hereinafter referred to as the said Project which shall include all variations works to the said Project) awarded by PUBLIC WORKS DEPARTMENT, MINISTRY OF DEVELOPMENT, NEGARA BRUNEI DARUSSALAM. ( hereinafter referred to as the Owner). And the contract value is B$ 516,621.37 (Brunei Dollar: Five Hundred Sixteen Thousand Six Hundred Twenty One and cents Thirty Seven Only). Including B$ 10,000.00 for P.C. and Provisional Sums. ,

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(II)

UNICORP SDN BHD is desirous to assign and sub-contract the whole of the said Project to BINA WAN CONSTRUCTION SDN BHD. under the terms and conditions appearing hereunder at the Contract price of BRUNEI DOLLARS; FIVE HUNDRED NINE THOUSAND EIGHT HUNDRED SIXTY AND CENTS TWENTY SIX ONLY ( B$ 509,860.26) (hereinafter referred to as the Contract Price).

NOW IT IS HEREBY AGREED AND DECLARED as follows:1. 1.1 (a) THE ASSIGNMENT / AWARD OF THE PROJECT UNICORP SDN BHD. hereby further assigns/sub-contracts the Whole Project at the same Contract Price to BINA WAN CONSTRUCTION SDN BHD. In consideration thereof UNICORP SDN BHD. shall be entitled to B$ 6,761.11 (Brunei Dollars: Six Thousand Seven Hundred Sixty One and cents Eleven Only) which is equivalent to 1.308 Percent of the Contract Price ( which consist of B$ 5,000.00 management fee and expenses for performance bond, insurance and water bill expenses), an such amount shall be paid to UNICORP SDN BHD. Upon receipt of the progress payment and final payment received from the Owner. (b) The manner of payment shall be a standing instruction to UNICORP SDN BHD.'s banker to designate the account strictly for the payment of the said Project and is irrevocable without the written consent of BINA WAN CONSTRUCTION SDN BHD. 1.2 UNICORP SDN BHD. shall open an account with the Baiduri Bank Berhad (BBB) with account no. 01-00-110-286991 (hereinafter referred to UNICORP SDN BHD.s Banker). The designated UNICORP SDN BHD.s Banker shall assign Ninety Eight point Sixty Nine (98.69%) from each of the progress payments and final

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payments

received

to

be

paid

directly

into

BINA

WAN

CONSTRUCTION SDN BHD.(HSBC) account no. 006-143838-001 The said account shall be used solely and exclusively for receiving payments from the Owner and the same shall be irrevocable before the full performance of this Agreement by parties hereto. 1.308 % of each such payments shall be retained in the account of UNICORP SDN BHD being the aforementioned. 1.3 BINA WAN CONSTRUCTION SDN BHD shall submit all its claims for progress payments to UNICORP SDN BHD. supported by the Progress Payment Certificate duly issued by the authorized officer of the Owner. 1.4 BINA WAN CONSTRUCTION SDN BHD shall carry out and complete the sub-contract works in accordance with the Bill of Quantities, Main Contract, Contract Drawings, Technical Conditions, Variation Orders (if any) and all instructions received from UNICORP SDN BHD. and other necessary conditions and the directions to the satisfaction of the engineer/authorised person of the Owner. 1.5 UNICORP SDN BHD. shall forward a copy each of the

abovementioned documents to BINA WAN CONSTRUCTION SDN BHD within Seven (7) days from the date hereof (hereinafter referred collectively as the Contract Documents) Provided Always that the same have been received by UNICORP SDN BHD. from the Owner. 1.6 UNICORP SDN BHD. shall, within seven (7) days from the date hereof, dispatch his Authorized Representatives to take over the Site, so as to ensure continuity of construction activity. Performance Bond 1.6.1 Performance Bond in the sum of BRUNEI DOLLARS: TWENTY FIVE THOUSAND EIGHT HUNDRED THIRTY ONE AND CENTS SEVEN

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ONLY

(B$

25,831.07)

shall

be

provided

by

BINA

WAN

CONSTRUCTION SDN BHD to the Owner; 2. 2.1 ASSISTANCE FROM UNICORP SDN BHD.(UCSB) UNICORP SDN BHD. hereby covenants to assist BINA WAN CONSTRUCTION SDN BHD in all manners in relation to any claim for payments or otherwise and to assist in defending any suit that may be brought by any party in relation to the said Project. UNICORP SDN BHD. hereby authorises BINAWAN CONSTRUCTION SDN BHD to submit any progress claims in respect of the said Project to the Owner in the name of UNICORP SDN BHD. 2.2 BINA WAN CONSTRUCTION SDN BHD shall ensure that UNICORP SDN BHD. shall not be implicated in any claims or actions in respect of any parties or suppliers who do not have any privy or nexus with UNICORP SDN BHD.

2.3

BINA WAN CONSTRUCTION SDN BHD shall hold harmless and keep harmless UNICORP SDN BHD from any expenses, costs, damages, losses, demands, action claim arising from the said Project.

3. CSB). 3.1

OBLIGATIONS OF BINA WAN CONSTRUCTION SDN BHD (BW

Upon execution of this Agreement, BWCSB undertake the following:(a) BINA WAN CONSTRUCTION SDN BHD shall observe, perform and comply with all the provisions in the Contract Documents,

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(b)

BINA WAN CONSTRUCTION SDN BHD shall be fully responsible for carrying out and completing the said Project to the acceptance and approval of the Owner in accordance with the specifications and instructions from time to time and provisions stipulated in the Contract Documents,

(c)

BINA WAN CONSTRUCTION SDN BHD shall provide UNICORP SDN BHD. any performance bond or demand bond in a form as may be prescribed in the Contract Documents or procure such performance bond which is acceptable to UNICORP SDN BHD s banker or demand bond within Thirty (30) days from the date which the subcontract been duly signed, and

(d)

Insurance (i) BINA WAN CONSTRUCTION SDN BHD shall obtain and pay for all insurances premium on the entire insurance policies coverage requirement by the Owner for the benefit of itself and UNICORP SDN.BHD. in respect of this said Project. (ii) BINA WAN CONSTRUCTION SDN BHD shall be obligated to purchase Public Liability, Workmens Compensation and Fire Insurance Policies and pay all premiums for the same covering liabilities against injuries and death to persons, workers and damage to property including adjacent and adjoining property arising out of all acts and things in respect of this said Project, and (iii) BINA WAN CONSTRUCTION SDN BHD shall be responsible for wages, salary, work permit and all other

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statutory permits require to be made in connection with its employment.

4. 4.1

ESTABLISHMENT OF BANK ACCOUNT A bank account at BAIDURI BANK BERHAD with account no. 01-00-110-286991 (BBB) shall be designated by UNICORP SDN BHD for receiving payment from the Owner from the said Project.

4.2

An Irrevocable Standing Instruction shall be issued to UNICORP SDN BHD.'s Banker to ensure that all monies received by UNICORP SDN BHD. from the Owner shall be paid into the said account shall be automatically and immediately transferred to the account of BINA WAN CONSTRUCTION SDN BHD upon the clearance of the funds pursuant to Clause 1.1 above. The standing instructions to UNICORP SDN.BHD.s Banker shall state clearly that it is only revocable with the prior written consent from UNICORP SDN BHD. or upon occurrence of Clause 6 herein stated.

4.3

UNICORP SDN BHD. hereby declares and acknowledges that the progress payments received from the Owner are monies held on trust by UNICORP SDN BHD. for BINA WAN CONSTRUCTION SDN BHD in respect of BINAWAN CONSTRUCTION SDN BHD entitlement as mentioned in Clause 1.1 above.

4.4

In the event that UNICORP SDN BHD. fails to receive any payment from the Owner as provided under the terms and conditions of the Contract Documents for the said Project when instructed by BINA WAN CONSTRUCTION SDN BHD to do so, BINA WAN CONSTRUCTION SDN BHD shall reserve such rights or recourse against UNICORP SDN BHD. Provided always that such rights or recourse is subjected to the fact that it is proven that the nonpayment is a result of a direct breach by UNICORP SDN BHD.

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against the Owner in other projects or a set-off resulting from debts if any with the Owner. For avoidance of any doubt, BINA WAN CONSTRUCTION SDN BHDS rights and recourse against UNICORP SDN BHD. is subjected to UNICORP SDN BHD..s breach of terms with the Owner resulting in non-payment. 5. 5.1 MUTUAL COVENANTS Neither party shall have the authority to make any commitments (other than those specifically stipulated in this Agreement) for or on behalf of the other without the prior written consent of the other. 6. 6.1 DEFAULT AND TERMINATION In the event that BINA WAN CONSTRUCTION SDN BHD fails and is unable to complete the said Project for whatever reason(s), UNICORP SDN BHD. shall have the right to appoint another contractor or other contractors and make any necessary purchase of such items direct from the principals of BINA WAN CONSTRUCTION SDN BHD for the purpose of completing those part of the said Project to the acceptance and approval of the Owner and all reasonable cost incurred for the appointment of contractor and the purchase of such items shall be borne by BINA WAN CONSTRUCTION SDN BHD who shall make payment within seven (7) days to UNICORP SDN BHD. upon the receipt of any demand notice from UNICORP SDN BHD. (a) Failure by BWCSB to comply with UCSBs instructions If BINA WAN CONSTRUCTION SDN BHD, after receipt of a written notice from UNICORP SDN BHD, requiring compliance within seven (7) days, fails to comply with such further drawing and/or UNICORP SDN BHD. Officers instructions, UNICORP

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SDN BHD. may employ and pay other persons to execute any work whatsoever which may be necessary to give effect thereto and all costs incurred in connection therewith shall be recoverable from BINA WAN CONSTRUCTION SDN BHD by UNICORP SDN BHD. (b) Determination of contract by UNICORP SDN.BHD. If BINA WAN CONSTRUCTION SDN BHD shall make default in any of the following respects, namely:(i) Without reasonable cause wholly suspends the works before completion for a continuous period of Thirty (30) days; (ii) Fails to proceed with the works with reasonable diligence; and (iii) Refuses or to a substantial degree persistently neglects after notice in writing from UNICORP SDN BHD. to remove defective work or improper materials then, if any such default shall continue for seven (7) days after a notice sent to the registered address by hand to BWSCB from UNICORP SDN BHD. specifying the same, UNICORP SDN BHD.s Officer may without prejudice to any other rights herein contained herei by notice sent to the registered address by hand determine this Contract; provided that notice hereunder shall not be given unreasonably or vexatious and such notice shall be void if Owner is at the time of the notice in breach of any of the terms and conditions herein provided.

(c)

Bankruptcy or Assignment

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If BINA WAN CONSTRUCTION SDN BHD.:(i) is wound-up or makes a composition or arrangement with its creditors or having a winding up order made or a resolution for voluntary winding up passed or having a provisional liquidator, receiver or manager of business or undertaking duly appointed; and/or (ii) Having possession taken by or on behalf of any holders of the debentures secured by any charge of any property; then, and in the happening of any such events, UNICORP SDN BHD may without prejudice to any other rights herein contained by a notice sent to the registered address by hand determine this Agreement and UNICORP SDN BHD. shall instruct UNICORP SDN BHDs Banker of the Project account to revoke the standing instruction. For the avoidance of doubt, any progress payment in respect of work done prior to the date of determination of this Agreement shall be subjected to Clause 1.1 above. 6.2 If UNICORP SDN BHD.:(i) Is wound-up or makes a composition or arrangement with its creditors or having a winding up order made or a resolution for voluntary winding up passed or having a provisional liquidator, receiver or manager of business or undertaking duly appointed; and/or (ii) Having possession taken by or on behalf of any holders of the debentures secured by any charge of any property;

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then, in the happening of any of such events, BINA WAN CONSTRUCTION SDN BHD. shall be entitled to determine this Agreement forthwith. For the avoidance of doubt all progress payment for work done prior to the date of determination shall be subjected to Clause 1.1 above. 6.3 If BINA WAN CONSTRUCTION SDN BHD. shall enter into any further assignment, sub-contract or sub-let of the said Project with any other person, UNICORP SDN BHD. shall be able to claim against BINA WAN CONSTRUCTION SDN BHD for damages and loss of profits arising there from, exclusive for professional and/or work force sub-contract and/or other conditions mutually agreed by the parties. 6.4 In the event that the said Project is terminated by the Owner due to acts or omission by UNICORP SDN BHD., BINA WAN CONSTRUCTION SDN BHD. shall be at liberty to tender, either by themselves or through a third party, for the said Project or any part thereof without prejudice to their rights against UNICORP SDN BHD. or the Owner for the nonperformance of the Contract Documents. 7. 7.1 TIME Time whenever mentioned herein shall be of the essence of this Agreement.

8.

NO FURTHER ASSIGNMENT/SUB-CONTRACT

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8.1

UNICORP SDN BHD. shall not enter into any further assignment or sub-contract or sub-let with any other person in respect of the said Project. Other than the condition which is known and mutually agreed by all of the parties.

9. 9.1

MEDIATION Before resorting to arbitration pursuant to Clause 10 below and/or legal proceedings, UNICORP SDN BHD. and BINA WAN CONSTRUCTION SDN BHD. shall attempt to settle by negotiations between them in good faith all disputes or differences which arise between them out of or in connection with this Agreement. UNICORP SDN BHD. and BINA WAN CONSTRUCTION SDN BHD. further agree that (provided both parties consider that such negotiations would be assisted thereby), they will appoint a mediator by mutual agreement or (failing mutual agreement) will apply to any of the High Court Judges of Brunei Darussalam to appoint a mediator, to assist them in such negotiations.

9.2

Both parties agree to co-operate fully with such mediator, provide such assistance as is necessary to enable the mediator to discharge his duties, and to bear equally between them the fees and expenses of the mediator.

10. 10.1

ARBITRATION Any question or difference, which may arise concerning the construction, meaning or effect of this Agreement or concerning the rights and liabilities of the parties hereunder or any other matter arising out of or in connection with this Agreement shall be referred to a single Arbitrator in Brunei Darussalam to be agreed between the parties.

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10.2

Failing such agreement within Thirty (30) days of the request by one party to the other that a matter be referred to arbitration in accordance with this clause such reference shall be to an Arbitrator appointed by the President of the Brunei Arbitration Centre. The decision of such Arbitrator shall be final and binding upon the parties. Any reference under this clause shall be deemed a reference to arbitration within the meaning of the Arbitration Order, 2009 of Brunei Laws.

11. 11.1

GOVERNING LAW AND JURISDICTION LAW This Agreement shall be governed by and construed in accordance with Brunei Laws.

12. 12.1

NOTICE Any notice or communication under or in connection with this Agreement may be in writing and shall be delivered personally, or by post, telex, cable or facsimile to the partys address above stated or at such other address as the recipient may have notified to the other party hereto in writing. Proof of posting or dispatch of any notice or communication to the other party shall be deemed proof of receipt despite any evidence to the contrary:(i) (ii) if it is personally delivered, at the time of delivery; in the case of a letter, on the second (2 nd) business day after posting; (iii) in the case of a telex or cable, on the business day immediately after transmission; or

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(iv)

in the case of a facsimile, on the business day immediately after transmission provided that the sender has received an answer back confirmation.

12.2

No change in the address for service howsoever brought about shall be effective or binding on the other party unless actual notice or such change has been given to the other party.

IN WITNESS HEREOF the parties hereto have executed this Agreement in two (2) copies on the day and year first above written, each party retaining one (1) copy thereof. SIGNED BY LEE TEK LAI Brunei Red I.C. No. 31-011839 duly authorised to sign for and on behalf of UNICORP SDN BHD in the presence of: WITNESS: Name : Brunei I.C.No. : SIGNED BY NG YEE KIAT (THOMAS) Brunei Green I.C. No. 50-801733G duly authorised to sign for and on behalf of BINA WAN CONSTRUCTION SDN BHD )................................................. ) ) ................................................... ) ) ) ) ) ) ) ) ) ) ) )

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in the presence WITNESS: Name : Brunei I.C.No. :

) ) ) ................................................... )

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