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. THE ASSIGNMENT / AWARD OF THE PROJECT

1.1 (a) 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. ASSISTANCE FROM UNICORP SDN BHD.(UCSB)

2.1 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. OBLIGATIONS OF BINA WAN CONSTRUCTION SDN BHD (BW

CSB).

3.1 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, Workmen’s

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. ESTABLISHMENT OF BANK ACCOUNT

4.1 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 non-

payment 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 BHD’S 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. MUTUAL COVENANTS

5.1 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. DEFAULT AND TERMINATION

6.1 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 co mply with UCSB’s 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. Officer’s 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 BHD’s 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 non-

performance of the Contract Documents.

7. TIME

7.1 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. MEDIATION

9.1 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. ARBITRATION

10.1 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. GOVERNING LAW AND JURISDICTION LAW

11.1 This Agreement shall be governed by and construed in accordance

with Brunei Laws.

12. NOTICE

12.1 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 party’s 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) if it is personally delivered, at the time of delivery;

(ii) in the case of a letter, on the second (2nd) 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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