SMIM INDUSTRIES (M) SDN. BHD.

SMIM INDUSTRIES (M) SDN. BHD. (Company No.: 205361-V) (In Liquidation) TENDER/SISB/1

TENDER FORM To: The Liquidator SMIM Industries (M) Sdn Bhd (In Liquidation) c/o HLB Ler Lum B-3-11, Megan Avenue II No. 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur I / We (NRIC / Company Registration No. ) of hereby irrevocably tender for the purchase of the following property, subject to the terms and conditions herein contained in the Special Conditions of Sale as attached. No. Brief Description Price Tendered (RM) 10% of Tender Sum (RM) 1 Leasehold land and building Total Ringgit Malaysia:

I / We understand fully that the sale by you is expressly subject to the Special Conditions of Sale of which I / we have read or am / are deemed to have read. I / We understand that the sale is on an as is where is basis and that no warranties or representations expressed or implied are given either as to the condition of the property offered or as to the suitability of such property for any particular purpose. I / We understand that the Liquidator is not bound to accept the highest or any tender. I / We enclose Bank Draft / Cashier s Order No. for RM representing ten (10) per cent of the tender sum in accordance with the terms and conditions stated in the Special Conditions of Sale. Signature / Company Stamp Date: Full Name : Address : Telephone No. : Facsimile No. : E-mail Address : IMPORTANT: This tender must be submitted in a sealed envelope marked TENDER SISB/1 to reach the Liquidator on or before 27 th November 2007 at 5.00 p.m. For office use only Ref. No. : Attended By : Tendered Price : Deposit Paid : Balance Due : Sale Approved By :

SALE BY TENDER SPECIAL CONDITIONS OF SALE 1. INSPECTION 1.1 Tenderer(s) either themselves or their agents shall be deemed to have inspected the property tendered for and have satisfied themselves by examining and inspecting the property in every aspect. 2. WARRANTIES 2.1 The property offered for sale is/are to be sold on an as is where is basis. 2.2 No warranties or representations expressed or implied is either given as to the condition of the property offered or as to the suitability of such property for any particular purpose(s). 2.3 Further information of the property as annexed herein in First Schedule is unverified information by the Liquidator and the same are not tantamount to warranty and/or representation made by the Liquidator. Tenderer(s) should make arrangement to view the property. 3. IDENTITY 3.1 Tenderer(s) shall admit the identity of the property tendered for with that comprised in the muniments offered by the Liquidator as the title of the property upon evidence afforded by the comparison of the description in the particulars and the muniments respectively. 3.2 The property are believed and shall be taken as correctly described and are sold subject to all easements, liabilities and rights (if any) subsisting thereon or thereover without any obligation arising to define the same respectively and no error, mis-statement or mis-description, incorrect measurement or change in the condition or state of any of the property shall annul the sale nor shall any compensation and reduction in the purchase price be allowed in respect thereon. 4. BIDS 4.1 Bids must only be made for the property in the format of the Tender Form.

5. TENDERS 5.1 A specific sum in Ringgit Malaysia payable in Malaysia is to be offered. 5.2 The Tenderer(s) name and address must be clearly stated in full. 5.3 The Tender Form is to be completed as stipulated and directed in the Tender Form. 5.4 Tenderer(s) shall include their respective assigns, successors in title, heirs and/or personal representatives. 6. ACCEPTANCE 6.1 The Liquidator is not bound to accept the highest or any Tender. 6.2 The acceptance of any tender by the Liquidator and communicated in writing to the successful Tenderer(s) shall constitute a valid agreement and shall bind the successful Tenderer(s) and SMIM Industries (M) Sdn Bhd (In Liquidation) as if an agreement under any written law relating to the sale and purchase has been properly constituted and executed. 6.3 Upon the communication to the successful Tenderer by the Liquidator of the acceptance of his/their tender, the successful Tenderer shall forthwith execute the Sale and Purchase Agreement ( SPA ) relating to the sale, within 14 days from the date of communication. 6.4 The SPA will be prepared by the Liquidator s solicitors and the costs thereto shall be borne by the Tenderer. The stamp duty on the SPA is to be paid by the Tenderer. 6.5 In the event that the successful Tenderer failed to execute the SPA, the deposit made under paragraph 7.1 shall be forfeited and retained by the Liquidator as agreed liquidated damages. 6.6 The Liquidator shall not be held liable for breach of Clause 6.2 and Clause 6.3 strictly in the event that property cannot be delivered, third party lien imposed on the property tendered and / or other matters (s) beyond the control of the Liquidator. As such, the successful tenderer(s) will have their deposit refunded without interest upon communication on the matter(s) in writing.

7. DEPOSITS 7.1 All tenders submission must be accompanied by a deposit equivalent to ten (10) per cent of the tendered price to be paid by way of Bank Draft/Cashier s Order and to be made in favour of SMIM Industries (M) Sdn. Bhd. (In Liquidation) Any tender submission not accompanied by such deposit shall not be considered. 7.2 The successful Tenderer(s) is/are required to pay the balance tendered sum in favour of SMIM Industries (M) Sdn. Bhd. (In Liquidation) within ninety (90) days from the date of acceptance of his/her/their tender(s) is/are communicated in writing to the successful Tenderer(s) by the Liquidator, or if consent is required from the State Authorities, within ninety (90) days from the date the consent is received by the successful Tenderer(s). 7.3 The deposit(s) paid by the successful Tenderer(s) shall be accepted as part payment of the total tendered price. 7.4 Where the successful Tenderer fails to complete the transaction in all respects and in accordance with paragraphs 7.2 and 8, the Liquidator reserves the right to terminate the sale and absolutely forfeit all deposits paid as agreed liquidated damages and not by way of penalty. 7.5 Tenderer(s) will have their deposits refunded without interest upon rejection. 8. PAYMENT 8.1 Payment in Ringgit Malaysia of the total purchase price ( Purchase Price ) less the amount already deposited as described under paragraph 7.1, is to be made to the following addressee by way of Bank Draft/Cashier s Order, whichever the case may be, from the date of notification of acceptance of tender by the Liquidator: The Liquidator c/o HLB Ler Lum. B-3-11, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur. Tel. No.: 03-2776 8000 8.2 Where the successful Tenderer(s) fail(s) to pay the full purchase price for the property tendered for within the time stipulated in paragraph 8.1 or within such extended time that may be granted by the Liquidator, the Liquidator reserves the right to cancel the sale and absolutely forfeit any deposit(s) paid under paragraph 7.1 as agreed liquidated damages and not by way of penalty. Thereafter, the Liquidator shall have the liberty to sell or otherwise dispose of the property to any party or parties at such price or in such manner as the Liquidator shall deem fit.

9. LEGAL FEES 9.1 The successful Tenderer shall bear all cost, expenses, fees, stamp duty in relation to all matters to procure the registration and/or to give effect of an interest over the property in the name of the successful Tenderer(s) including the procurement of the release of charge and any other matters related thereto. 10. PAYMENT OF OUTGOINGS ETC 10.1 Quit rent, assessments, sewerage and drainage bills, and any other outgoings, if any, payable in respect of the property, shall be apportioned between the successful tenderer and SMIM Industries (M) Sdn Bhd (In Liquidation) as at the date of possession under paragraph 15.1 below. 10.2 The amount due by virtue of such apportionment shall be paid to the party entitled to the same on delivery of vacant possession of the property. 10.3 The Company shall not be responsible for outstanding charges and re-connection of the utilities supplies including water, telephone and electricity to the property. 11. REMOVAL OF ENCUMBRANCES 11.1 The successful Tenderer(s) shall, at his/their costs and expenses, cause all encumbrances, including private caveats lodged by any party (other than the successful Tenderer(s)) or anybody claiming under or through the successful Tenderer(s) against the property, if any, to be removed on or before the completion of the sale. 12. COST OF TRANSFER 12.1 Cost of transfer and all other fees payable in connection with the sale of the property shall be borne by the successful Tenderer(s). 13. INCIDENTAL EXPENSES 13.1 The successful Tenderer(s) shall pay expenses such as insurance premium and other mutually agreed expenses in respect of the property from the date of acceptance of the tender communicated in writing by the Liquidator. 14. RISK 14.1 As from the date of acceptance of the tender by the Liquidator, the property shall be at the sole risk of the successful Tenderer(s) as regard to losses and/or damages caused by fire or other accident/perils whatsoever.

15. POSSESSION 15.1 Possession shall be effected on an as is where is basis upon completion of all legal documentations, other relevant formalities and settlement of the full Purchase Price within the time stipulated in paragraph 7 and 8 and all other monies payable to the Liquidator under the SPA in respect of sale of the property inclusive of obtaining approval by the successful Tenderer(s), where applicable, from such State and/or Federal Authorities in which all such approval need necessarily be obtained within such time agreed upon between the successful Tenderer(s) and SMIM Industries (M) Sdn Bhd (In Liquidation). 16. APPROVAL FROM RELEVANT STATE AND FEDERAL AUTHORITIES 16.1 Where applicable, the sale is subject to express approval being obtained by the successful Tenderer(s) from the relevant State and/or Federal Authorities from whom all such approvals need necessarily be obtained for the completion of the purchase, by the purchaser and the cost, if any, is to be borne by the purchaser. 17. SANCTION BY COURT WHEN NECESSARY 17.1 The Liquidator may, if necessary, obtain an order from the Court sanctioning the sale. 18. TIME IS ESSENCE OF CONTRACT 18.1 Time whenever mentioned shall be of the essence. 19. EXCLUSION OF PERSONAL LIABILITY 19.1 The tenderer(s) hereby agrees and acknowledges that the Liquidator is acting as agent of SMIM Industries (M) Sdn Bhd (In Liquidation) and accordingly the Liquidator shall have no personal liability under this document and the SPA, which is to be executed.

FIRST SCHEDULE Leasehold land and building Title particulars The following details were extracted from the title search made at the Kedah Registry of Land Titles in Alor Setar on October 18, 2007. Title No. H.S.(D) 46340 [Formerly under H.S. (D) 2792/95] Lot No. P.T. 30496 Town District State Location Provisional Land Areas Annual Rents Original Land Tenure Land Tenure under Sublease Category of Land Use Express Condition Sungai Petani [Formerly under Mukim of Sungai Petani] Kuala Muda Kedah Ladang PKNK 14,163.1 square meters [152,455 sq. ft.] RM2,833.00 Leasehold for a term of 99 years expiring on May 5, 2094. The unexpired term is about 87 years Sub-leased for a term of 60 years commencing from May 6, 1995 and expiring on May 5, 2055. The unexpired term is about 48 years. Industrial / Industry Tanah yang terkandung dalam hakmilik ini hendaklah digunakan untuk tapak perusahaan sahaja Dibenar Perbadanan Kemajuan Negeri Kedah memindah milik kepada pembeli yang pertama dan gadaian oleh pembeli yang pertama. Pindah milik dan gadaian selanjutnya hendaklah mendapat kebenaran Majlis Mesyuarat Kerajaan terlebih dahulu

Restriction in Interest Nil Registered Leaseholder Perbadanan Kemajuan Negeri Kedah Registered Sub-lessee SMIM Industries (M) Sdn Bhd Encumbrances Presently charged to Hong Leong Bank Berhad on two occasions vide Presentation No. 15109/1996, Jilid No. 740, Folio No. 82 and Presentation No. 15110/96, Jilid No. 740, Folio No. 83, dated November 17, 1996. TOWN PLANNING The subject property is designated for industrial purposes. DESCRIPTION The subject property is a factory complex of individual architectural design and construction which has been completely vandalized; situated within Kawasan Perusahaan Sungai Petani, in the locality of Ladang PKNK, Mukim of Sungai Petani, Kedah. The postal address is Plot No. 319, Jalan PKNK 3/7, Kawasan Perusahaan Sungai Petani, 08000 Sungai Petani, Kedah. LOCATION The subject property is located in the locality of Ladang PKNK, Town of Sungai Petani, Kedah and is situated within Kawasan Perusahaan Sungai Petani; along the southern side of the metalled service road (Jalan PKNK 3/7), off the western side of the connecting metalled service road (Jalan PKNK 3/3) which connects to the southern side of the main metalled service road (Jalan PKNK 3) within the industrial estate that leads to the south-western side of Jalan Lencongan Timur (Eastern-by-pass) which, in turn, connects the northern and eastern sides of Jalan Kuala Ketil (Sungai Petani / Baling trunk road) and Jalan Badlishah (Sungai Petani / Alor Setar trunk road) respectively. It is located about 5.1 kilometres (3.2 miles) to the north-east of the Sungai Petani town centre.

SURROUNDING LOCALITY The immediate surrounding properties are generally mixed industrial, residential and commercial in nature. Kawasan Perusahaan Sungai Petani is an established industrial estate being developed by PKNK (Kedah State Development Corporation). It consists of about 622 acres of industrial lands of various sizes. At present, most of the industrial lands are developed with factory complexes of individual architectural design and construction. However, some of the industrial lands within this industrial estate which were purchased by developers, were developed with semi-detached and detached light industrial factories of standard developer s design and construction. These light industrial parks are known as Kawasan Perindustrian Eastern Parade and Kawasan Perusahaan LPK. Adjoining and to the south-west of the Kawasan Perusahaan Sungai Petani is a light industrial park known as Taman Perusahaan Ringan Ria Jaya. It consists of 1½ -storey terrace, semi detached cluster, semi-detached and detached factories of standard developer s design and construction. It is joint-venture project between M/S UP Kemajuan Sdn. Bhd. and PKNK (Kedah State Development Corporation). Taman Ria Jaya is a relatively large housing estate consisting of single and double-storey terrace shophouses, single-storey low/medium-cost type semi-detached residential houses of standard developer s design and construction. It is located adjoining and to the west of the Kawasan Perusahaan Sungai Petani. Adjoining and towards the north-west is the Cinta Sayang Golf and Country Club. Apart from the 18-holes international standard golf course, club house and chalets, single and double-storey detached residential houses and vacant detached residential lands suitable for detached residential developments are also offered to individual buyers. At present, some of the vacant residential lands are developed with single to three-storey detached residential houses of individual architectural design and construction. Residential housing estates located nearby include Taman Sutera Idaman which is presently under construction, Taman Batik, Bandar Amanjaya, etc.. Shopping, marketing, educational, recreational amenities and public facilities are available within the nearby Sungai Petani town centre.

SITE The site is generally near rectangular in shape encompassing a provisional land area of approximately 152,455 sq. ft. (14,163.1 sq. metres). The physical terrain of the land is flat and lies at about the level of the frontage roads. It has three frontages of approximately 289.46 feet (88.227 metres), 486.19 feet (148.190 metres) and 245.98 feet (74.974 metres) onto the southern, northwestern and north-eastern sides of the two connecting metalled service roads, i.e. Jalan PKNK 3/7, Jalan PKNK 3/3 and an undeveloped service road reserve respectively within Kawasan Perusahaan Sungai Petani, with a depth of approximately 470.39 feet (143.374 metres) along its western boundary. There are two visibility splays of approximately 42.43 feet (12.932 metres) and 39.24 feet (11.960 metres) at the north-eastern and south-eastern corners of the land. SERVICES Mains water and electricity supply as well as telephone lines are available for connection to the subject property. Street lighting, road maintenance, sewage disposal and rubbish collection are provided by the local authority for the area. Public transportation in the form of buses and taxis are available in the vicinity. Disclaimer The information provided hereinunder is given in good faith and in the belief that it is not false or misleading as at the date hereof. The Tenderer(s) is/are required to conduct his/their own verification, inspection and/or the completeness and accuracy of such information provided herein. Neither SMIM Industries (M) Sdn Bhd (In Liquidation) nor the Liquidator undertake any responsibility arising in any way whatsoever for errors or omissions in this tender document however caused and expressly disclaim any and all liability.