DATED THIS

DAY OF

2009.

BETWEEN

ABC [NRIC NO. : XXXXXX-XX-XXXX]

... THE VENDOR

AND

DEF [NRIC NO. : XXXXXX-XX-XXXX]

... THE PURCHASER

SALE AND PURCHASE AGREEMENT

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SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT is made on the

day of

2009.

BETWEEN

ABC (NRIC No. : XXXXXX-XX-XXXX) (the Vendor) addressed at.. , of the one part;

AND

DEF (NRIC No. : XXXXXX-XX-XXXX) (the Purchaser) addressed , of the other part.

WHEREAS : 1. The Vendor is engaged in the business of owning and operating a restaurant known as . (Restaurant) and located at .. (the Premises). 2. Pursuant to the provisions hereof, the Purchaser desires to purchase from the Vendor and the Vendor desires to sell to Purchaser substantially all of the property and assets related to the Restaurant.

NOW, THEREFORE, in consideration of the above premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

Purchase of the Restaurant In consideration of the Purchaser paying the Vendor the Purchase Price and subject to the terms and conditions of this Agreement, on the Completion Date (as defined in Clause 3), the Vendor shall sell, transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and accept all of the business, rights, claims and assets (of every kind, nature, character and description situated in the Premises excluding those described in Clause 5), together with all rights and privileges associated with such assets and with the Restaurant, other than the Excluded Assets (as hereinafter defined) (collectively the Purchased Assets), free and clear of any debts, liabilities, claims, encumbrances or obligations.

2.

Purchase Price The Purchase Price shall be Ringgit Malaysia . (RM.,000-00) only to be paid by the 2009.

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3.

Completion Date The Completion Date referred to in this Agreement shall take place on .. 2009 or such other date as is mutually agreed to by the parties.

4.

Definition of Purchased Assets The Purchased Assets shall include, but not be limited to, the following: 3.1. The Tenancy of the Restaurant premises dated between GHI and JKL, as Landlords, and the Vendor, as Tenant; 3.2. All machinery, equipment, tools, supplies, spare parts, furniture, smallwares and all other personal property owned, utilized or held for use by the Vendor in the operation of the Restaurant or located at the Restaurant; 3.3. All licenses, permits and approvals related to the Restaurant to the extent the same may be assigned to the Purchaser; 3.4. Rents, additional rents, taxes and other items payable by the Vendor under any lease, license, permit, contract or other agreement or arrangement to be assigned to or assumed by Purchaser; and 3.5. The amount of rents, taxes and charges for sewer, water, fuel, telephone, electricity and other utilities; provided that if practicable, meter readings shall be taken on the applicable Completion Date and the respective obligations of the parties determined in accordance with such readings. PROVIDED that the Purchaser shall be responsible to acquire the necessary transfer and/or assignments of all the above matter.

5.

Excluded Assets Notwithstanding the earlier provisions, the Vendor shall not sell, transfer, assign, convey or deliver to Purchaser, and Purchaser will not purchase or accept the following assets of the Vendor (collectively the Excluded Assets): 5.1 All cash and cash equivalents in the Restaurant; 5.2 Menus and Recipes in and of the Restaurant; 5.3 The consideration delivered by the Purchaser pursuant to this Agreement, Vendor's other rights under or in connection with this Agreement, and any other agreements or instruments contemplated hereby or thereby; 5.4 Tax credits and tax refund claims and associated returns and records; provided however, the Purchaser shall have reasonable access to such returns and records and may make excerpts therefrom and copies thereof; 5.5 Any and all employee books and records to the extent that such transfer of books and records would be in violation of any laws, provided the Vendor may provide the Purchaser with copies of such books and records.

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6.

Liabilities Not To Be Assumed The Vendor agrees to timely pay and discharge all Liabilities which relate to periods on or before the Completion Date. Except as and to the extent specifically set forth in Clause 7, Purchaser is not assuming any Liabilities of the Vendor and all such Liabilities shall be and remain the responsibility of the Vendor. Without limiting the generality of the foregoing, the Purchaser is not assuming and the Vendor shall not be deemed to have transferred to the Purchaser the following Liabilities of the Vendor: 6.1 Any Liability of the Vendor for income taxes and any state or local assessments (and any penalties or interest due on account thereof) accrued prior to the Completion Date; 6.2 Any Liability with respect to any action, suit, proceeding, arbitration, investigation or inquiry, whether civil, criminal or administrative (Litigation), arising prior to the Completion Date.

7.

Assumed Liabilities Subject to the terms and conditions of this Agreement, on the Completion Date, the Purchaser shall assume and agree to perform and discharge the following, and only the following Liabilities of the Vendor (collectively the Assumed Liabilities): 7.1 The Vendor's Liabilities arising from events occurring after the Completion Date under and pursuant to the Tenancy and every Contract entered into by the Vendor in the ordinary course of business payable or performable on or after the Completion Date. 7.2 The Vendor's Liabilities arising from events occurring after the Completion Date under any permits or licenses assigned to Purchaser at the Completion Date.

8.

Conduct of Business Pending the Completion Date From the date hereof until the Completion Date, except as otherwise approved in writing by the Purchaser, which approval shall not be unreasonably withheld: 8.1 The Vendor will, in all material respects, carry on its business diligently and in the same manner as heretofore and will not make or institute any material changes in its methods of purchase, sale, management, accounting or operation; 8.2 The Vendor will take such action as may be necessary to maintain, preserve, renew and keep in favor the material rights of the Restaurant and will use its commercially reasonable best efforts, to the extent material hereto, to preserve the business organization of the Restaurant intact, to keep available to the Purchaser the present employees, and to preserve for the Purchaser its present relationships with suppliers and customers and others having business relationships with the Restaurant; 8.3 The Vendor will not do or omit any act, or permit any omission to act, which may cause a breach of any material contract, commitment or obligation, or any breach of any representation, warranty, covenant or agreement made by the Vendor herein.

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9.

Inspection of the Restaurant The Purchaser hereby confirms and declares that she has, prior to the execution of this Agreement, inspected the Property and is satisfied with the conditions state nature and character of the same and the Vendor hereby covenants with the Purchaser that the Property shall substantially be in and of the same condition state nature and character (fair wear and tear expected) at the date delivery of vacant possession as it is at the date of the inspection.

10. Default by Purchaser In the event the Purchaser and/or the Financier fails or neglects to make payment or release of the Purchase Price to the Vendor in accordance with Clause 2 above then it shall be lawful for the Vendor to terminate this Agreement and hereinafter this Agreement shall be null and void and neither party hereto shall have any claims against the other and the Vendor shall be entitled at his absolute discretion to sell the said Property to any purchaser in such manner as the Vendor shall think fit without the necessity of previously tendering or offering to make any sale to the Purchaser, and any payments, advances and/or deposits made by the Purchaser to the Vendor shall be forfeited.

9.

Default by Vendor In the event that the Vendor fails to comply with any of the provisions of this Agreement, the Purchaser shall be entitled at the cost and expense of the Vendor to the remedy of specific performance of this Agreement against the Vendor or to terminate this Agreement.

11. Notices Unless otherwise stated any notice in writing required to be served hereunder shall be sufficiently served on the Purchaser if addressed to him and left at or sent by registered post to his last known address and shall be sufficiently served on the Vendor if addressed to him and left at or sent by registered post to his last known address. The Purchaser shall notify the Vendor in writing of any change of his address, without delay.

12. Legal Fees & Stamp Duty The legal fees and stamp duties and other expenses payable in respect of the drawing up and stamping of this Agreement shall be borne by the Vendor.

13. Definition 13.1 In this Agreement unless there is something in the subject or context inconsistent with or contrary to such construction or unless it is otherwise expressly provided, words in singular shall include the plural and words in the plural shall include the singular.

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13.2 The headings to this Agreement are for convenience of reference only and shall not be used in construing the terms of its individual clause herein. 13.3 Words importing the singular or any gender shall include the plural or other genders. 13.4 Year means a period of 365 days.

14. Entire Agreement 14.1 This Agreement constitutes the only Agreement between the parties herein with respect to the subject matters hereof and supersedes all previous negotiations understanding and Agreement express or implied between the parties or any commissioned estate agent. 14.2 This Agreement may not be discharged supplemented or amended in any manner except by an instrument in writing signed by the parties or their duly authorized representative. 14.3 This instrument and the agreements referred to herein embody the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein.

15. Successors Bound This Agreement shall be binding upon the heirs, personal representatives, successors-intitle and permitted assigns of both parties.

16. Waiver The illegality or un-enforceability of any clause herein or the partial or non-enforcement of any clause herein by the Vendor or any indulgence granted by the Vendor shall not in any way prejudice the remaining clauses or howsoever prejudice the subsequent enforcement by the Vendor of his rights herein.

17. Time Time shall for the purpose of this Agreement be of the essence and any indulgence whatsoever granted by the Vendor shall not in any way be construed as a waiver of the rights of the Vendor.

18. Validity And Enforceability Of Agreement Any provisions or term of this Agreement which is prohibited or unenforceable by law shall be ineffective to the extent only of such prohibition or un-enforceability without invalidating or affecting the remaining provisions or terms hereof or affecting the validity or enforceability of such provision or term in any other jurisdiction where such provision is valid.

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19. Proper Law This Agreement shall be governed by and construed in all respects in accordance with the Laws of Malaysia.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seal the date and year herein written.

SIGNED and DELIVERED by the abovenamed Vendor in the presence of:

} } } }

Name : NRIC No. :

SIGNED and DELIVERED by the abovenamed Purchaser in the presence of:

} } } }

Name : NRIC No. :

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