Trust Deed For Shares

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The key takeaways from this document are that it establishes a trust for shares, with the trustee holding legal title to the shares on behalf of the beneficiary. The trustee has obligations to vote and transfer shares as directed by the beneficiary, and the beneficiary has rights to direct the trustee's actions regarding the shares.

The purpose of this trust deed is to set out the terms of the trust established for certain shares, with the trustee declaring that he holds the shares on trust for the beneficiary.

According to this trust deed, the beneficiary has the right to direct the trustee on how to vote the shares, transfer the shares to a third party, exercise rights regarding new shares offered, and direct the trustee's actions generally regarding the shares.

TRUST DEED FOR SHARES

THIS TRUST DEED is made the day of ,2006


BETWEEN :

(1) [Trustee’s name] of [trustee’s address] ( “the Trustee”) of the one part;
AND

(2) [Beneficiary’s name] of [Beneficiary’s address] ( “the Beneficiary”) of


the other part.

RECITALS

WHEREAS the Trustee is the registered owner of the shares described in


Section 3 of the Schedule hereto (“the Said Shares”).

AND WHEREAS the Trustee acknowledges that the Said Shares are
beneficially owned by the Beneficiary.

AND WHEREAS the Parties are desirous of setting out in this Deed the terms
of the trust in respect of the Said Shares.

NOW THIS DEED WITNESSETH as follows:-

1. DECLARATION OF TRUST

1.1 The Trustee hereby declares that he holds the Said Shares and all
dividends interest and benefits accrued or to accrue upon the same or
any of them upon trust for the Beneficiary and his successors in title
and next of kin, and agrees to deal with the Said Shares and transfer
and pay the dividends and interests payable in respect of the Said
Shares in such manner as the Beneficiary may from time to time direct.

2. MEETING AND VOTING RIGHTS

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2.1 The Trustee will, at the request of the Beneficiary attend all meetings of
shareholders or otherwise which he shall be entitled to attend by virtue
of being the registered proprietor of the Said Shares or any of them and
will vote at every such meeting of shareholders in such a manner as the
Beneficiary shall have previously directed in writing, or in default of any
such direction, at the discretion of the Trustee. The Trustee shall, if so
required by the Beneficiary, execute all proxies or other documents
which shall be necessary or proper to enable the Beneficiary, his
personal representative or assigns or nominees to vote at such meeting
in the place of the Trustee in relation to the Said Shares.

3. TRANSFER OF SHARES TO THIRD PARTY

3.1 The Trustee shall, as and when there shall be any person who are ready
and willing to purchase or receive the Said Shares or any of them AND
on being so required or directed by the Beneficiary, transfer to such
person as shall be nominated by the Beneficiary the Said Shares or any
of them or otherwise deal with the Said Shares or any of them as the
Beneficiary may direct from time to time.

4. NEW SHARES

4.1 (1) If any conditional or preferential right to subscribe for


shares or securities in the capital of the issuer of the Said Shares
or any other option shall be offered to the Trustee, as the holder
of the Said Shares or any of them or otherwise in respect thereof;
or

(2) If any call be made upon the Said Shares or any securities so offered
to and subscribed for by the Trustee as aforesaid or other
payment demanded in respect thereof,

the Trustee shall so soon as practicable give notice of such offer call or
demand to the Beneficiary and if not less than three (3) working days
before the expiration of the time allowed for the exercise of such option
or making such payment the Trustee shall receive any direction in
writing from the Beneficiary and the Beneficiary shall pay or provide for
any money required to be paid comply with such direction, the Trustee
shall act on such direction PROVIDED THAT if no such direction shall be
received or the money required to be provided for such action shall not

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be received before the time aforesaid, the Trustee shall act in his
discretion in the matter and such action shall be binding on the
Beneficiary.

4.2 The Trustee shall hold all new shares including but not limited to the
right and bonus issue (hereinafter referred to as "such new Shares")
offered from time to time to the Trustee in respect of the Said Shares as
aforesaid and subscribed for by him upon the trust herein and subject
to the powers and provisions hereby declared concerning the Said
Shares as if the same were an accretion thereto and the expression "the
Said Shares" wherever appearing in this Deed shall mean all the Said
Shares including such new Shares.

5. INDEMNIFICATION

5.1 The Beneficiary will at all times hereafter indemnify and keep
indemnified the Trustee against all liabilities which the Trustee may
incur by reason of the Said Shares or any of them being so registered in
the name of the Trustee as aforesaid and in particular will punctually
pay all calls and other demands which the Trustee may be or become
liable to pay in respect of the Said Shares or any of them the Trustee
may in his discretion subject as hereinafter mentioned think fit to
subscribe and all costs and expenses incurred by the Trustee in the
execution of the trust of this Deed.

6. CESSATION OF APPOINTMENT

6.1 The appointment of Trustee as herein described shall immediately


cease upon the transfer of all the Said Shares to the Beneficiary, his
successor in title or any other person.

6.2 The power to appoint new trustee in place of the Trustee shall be vested
in the Beneficiary.

7. GENERAL PROVISIONS

7.1 Amendments

Any alterations of or amendments to this Deed shall not be valid unless

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agreed in writing between the parties.

7.2 Applicable Law

The validity, construction and performance of this Deed shall be


governed by and interpreted in accordance with that laws of Malaysia
and both parties hereto hereby agree to submit to the jurisdiction of the
Courts of Malaysia.

7.3 Successors Bound

This Deed shall be binding upon the heirs, successors-in-title and the
permitted assigns of the parties hereto.

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IN WITNESS WHEREOF the parties hereto have caused this Deed to be duly
executed as at the date first mentioned herein above.

SIGNED by the Trustee )


)
)
in the presence of:- )

SIGNED by the Beneficiary )


)
in the presence of:- )
SCHEDULE

PARTICULARS OF THE SAID SHARES


(to be read and construed as an integral part of this Deed)

Name of Company :

Certificate No. Denominations Type of Securities

Ordinary Shares

************
DATED THIS DAY OF ,2006

BETWEEN

BADRI BIN ABU BAKAR

AND

NUBLAN ZAKY BIN YUSOFF

****************************

TRUST DEED

****************************

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