DATED THIS {page01_01}

BETWEEN

IKHLAS AL DAIN SDN BHD

(CO. NO.: 201001018379 / 902085-X)

AND

{page01_02}

(NRIC NO.: {page01_03})

{page01_04}

(NRIC NO.: {page01_05})

GUARANTEE AND INDEMNITY AGREEMENT

MALAYSIAN COMPANY

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GUARANTEE AND INDEMNITY

In consideration of your agreeing at our request to purchase or continuing to purchase or having purchased

Debts from the person whose particulars are set out in Item 1 of Schedule 2 hereto (hereinafter referred to as

"the Client") on the terms set out in the Tawarruq Pre-Factoring Agreement and Tawarruq and Hawalah

Factoring Agreement the date whereof is set out in Item 2 and Item 3 of Schedule 2 hereto (hereinafter

referred to as "the Agreement" which expression shall include any variations/amendments/revision made to

the terms and conditions of the Agreement with or without any prior notice to or concurrence by us).

We the undersigned whose names and addresses set out in Schedule 1 herein below hereby jointly and

severally:-

1. Guarantee, undertake and agree irrevocably and unconditionally not merely as sureties but as

principal debtors to pay to and indemnify you on demand all moneys now or at any time hereafter

due or having owed to you by the Client together with interests thereon to date of full payment at the

rate provided in the Agreement and/or to procure the due observance and performance of all

obligations and liabilities whatsoever at any time undertaken or incurred by the Client to you under

the terms of the the Agreement or otherwise and to indemnify you from and keep you indemnified

against all loss, costs, damages, expenses, claims and demands of whatever nature which you may

incur or sustain or which may result from you purchasing or continuing to purchase or having

purchased any Debts of the Client and in particular (but without prejudice to the generality of the

foregoing) arising out of the non-performance or breach by the Client of any of its obligations under

the Agreement.

2. Warrant to you that the Debts purporting to be the subject of each and every invoice offered to you

by the Client for factoring under the Agreement shall be Debts which the Customer of the Client to

whom each invoice relates is legally bound to pay in full in accordance with the tenor of the invoice

and that those Debts will not be subject to any valid credit, discount, set-off, counter-claim or other

equity on the part of the Customer save insofar as may be shown expressly on the face of the invoice.

3. Agree, in addition to our liabilities under Clause 1 above, to pay to you

a) continuing interests on the amount or any part thereof for the time being unpaid and

due to you under this Guarantee and Indemnity and until full payment, such

interests to be at the rate provided in Section 16.1 of the Agreement; and

b) legal and other costs, charges and expenses incurred by you in enforcing or in endeavouring

to enforce the payment of any money due under this Guarantee and Indemnity. We agree

unconditionally that a legal bill for fees and costs so drawn up by your solicitors and paid

by you shall be deemed accepted by us and not subject to any dispute nor objection by us

whatsoever.

4. Agree that this Guarantee and Indemnity shall not be prejudiced nor affected by your giving time for

payment nor other indulgence nor by any variation in the factoring facilities given to the Client; nor

by any variation or release of any security, guarantee or rights; nor by your compounding with,

releasing or failing to enforce any right against the Client or any guarantor; but shall be a continuing

obligation until all liabilities of the Client to you under the Agreement and of the Customer have

been fully discharged. Any security we may hold from the Client in respect of any liability on its part

to us or of our liability hereunder shall be held in trust for you and for your benefit. We undertake on

demand to deposit any such security with you or to your order at our costs and expenses.

5. Agree that this Guarantee and Indemnity shall be in addition to and not in substitution for any other

securities, guarantees and indemnities for the Client given by any of us or any other party to you and

may be enforced against us without first having recourse to any such securities or rights and without

first having recourse to any legal steps or court proceedings against the Client or any other person or

persons.

6. Agree that to give effect to this Guarantee and Indemnity you will be at liberty to act as though we

and each of us are principal debtors to you for all the monies guaranteed by us as aforesaid and

notwithstanding:-

a) the failure of any one of us to complete or sign this Guarantee and Indemnity;

b) the fact that for any reason whatsoever the signature of any one or more of us shall not

bind his or her estate; or

c) the release or discharge by you of any one or more of us from liability under this

Guarantee and Indemnity;

d) the release or discharge by you of the Client from further liability under the Agreement;

e) the remainder of us shall continue to be bound by this Guarantee and Indemnity and it shall

be and remain a continuing security as to the other or other of us.

7. Agree that this Guarantee and Indemnity shall be in addition to and shall not be in any way be

prejudiced by any collateral or other security now or hereafter held by you for all or any part of the

money hereby guaranteed or the performance of the terms and the conditions in the Agreement by

the Client nor shall such collateral or other security or any lien to which you may be otherwise

entitled or the liability of any persons not parties hereto for all or any part of the monies hereby

secured be in anyway prejudiced or affected by this Guarantee and Indemnity. All monies received

by you from us or any of us or the Client or any person or persons liable to pay the same or settle

such liability to you under the Agreement may be applied by you to any account or item of account

or any transaction to which the same may be applicable.

8. Agree that this Guarantee and Indemnity shall not be determined nor affected in any way by death,

incapacity or insanity of any one of us or by you being absorbed by or amalgamating with or taking

over any other firm or corporation, but shall ensure and be available for past present and subsequent

advances and all other purposes for or by the absorbing or amalgamated corporation or concern.

9. Agree that all moneys received from or on account of the Client or from any other person or estate or

from the realization of any security or otherwise for the purpose of being applied in reduction of the

money aforesaid shall be treated for all purposes in gross and not as appropriated or attributable to

any specific part or item of the said money even if appropriated thereto by the person otherwise

entitled so to appropriate.

10. Agree that our obligations hereunder shall not be discharged except by performance and then only to

the extent of such performance. Such obligations shall not be subject to any prior notice to or

demand to any one of us with regard to any default of the Client and shall not be impaired by any

extension of time forbearance or concession given to the Client or any asserting or failure to assert

any security created by or any failure of the Client to comply with any regulation or order in

Malaysia.

11. Agree that so long as the pre-factoring and factoring facility is outstanding and not fully paid this

Guarantee and Indemnity shall be a continuing guarantee and shall be irrevocable notwithstanding

the provisions of Section 83 of the Contract Act. Our obligations to you hereunder shall not be

considered as satisfied by any intermediate payment or satisfaction of the whole or any part of the

sum or sums of money owing as aforesaid but shall be a continuing security which shall extend to

cover any sum or sums of money which shall for the time being constitute the balance due from the

Client to you under the Agreement.

12. Agree that the security created by this Guarantee and Indemnity is expressly intended to be and shall

be a continuing security for all moneys and liabilities whatsoever now or at any time and from time

to time hereafter owing or otherwise payable by the Client to you whether jointly and severally with

another or others and whether as principal or surety notwithstanding that the Client may at any time

cease to be indebted to you for any period or periods and notwithstanding that the account or

accounts of the Client with you may from any cause whatsoever cease to be operative and

notwithstanding any settlement of such account or accounts otherwise.

13. Agree that all sums of money which may not be recoverable from ourselves as guarantors by reason

of any legal limitations, liability or incapacity on or of the Client, including (without limitation) any

defect informality or deficiency or insufficiency in the borrowing powers of the Client or in the

exercise thereof which might be a defence as between the Client and yourselves shall nevertheless be

recoverable from ourselves as sole or principal debtors.

14. Agree that so long as any moneys remain owing hereunder you shall have a lien therefore on all

moneys now or hereafter standing to any one of our accounts with you whether on current or any

other account and you shall also have lien on any stock or share certificates, title deeds or other

securities belonging to any one of us under your control or which have been deposited with you for

any purpose.

15. Agree to waive all surety and other rights which but for this waiver we might be entitled to.

16. Agree that should the Client be liquidated or wound up, you may (notwithstanding payment to you

by any one or more of us or any other person of the whole or any part of the amount hereby

guaranteed) rank as creditor and prove for the whole amount of your claim against the Client or

agree, to and accept any composition in respect of the same, and you may and shall receive and

retain the whole of the dividends, composition or other payments thereon to the exclusion of any one

of our rights as guarantor of the Client in competition with you until your claim is fully satisfied; and

we will not, by paying off the sums due and owing or any part thereof, or upon any other ground,

prove or claim to prove in respect of the said sums or any part thereof until the whole of your claim

against the Client has been satisfied. And further for the purpose of enabling you to sue the Client or

to prove against them for the whole of the moneys owing as aforesaid or to preserve intact the

liability of any other party you may at any time place and keep for such time as you may consider

prudent any money recovered or realized hereunder to and at a separate or suspense account to our

credit or to the credit of such other person or persons if you think fit without any obligation on your

part to apply the same or any part thereof in or towards the discharge of the moneys owing as

aforesaid or without any right on our part to sue the Client or to prove against the Client in

liquidation or insolvency in competition with you or so as to diminish any dividend or other

advantage that would or might come to you or to treat the liability of the Client as diminished.

17. Declare that we have not received any security from the Client for giving this Guarantee and

Indemnity and agree that we will not so long as this Guarantee and Indemnity remains in force and

so long as there is any claim by you against the Client arising out of the factoring facility take any

security from the Client in respect of our liabilities hereunder without obtaining your prior written

consent and we agree that in the event of our taking such security the same shall be a security to you

for the fulfilment of our obligations to you hereunder and shall be held in trust for you and forthwith

be deposited with you.

18. Agree that until all moneys and liabilities due or incurred by the Client to you shall have been paid or

discharged we shall not by paying off any sum recoverable hereunder or by any other means or on

any other ground claim any set-off or counterclaim against the Client in respect of any liability on

our part to the Client or claim or prove in competition with you in respect of any payment made by

us hereunder or be entitled to claim or have the benefit of any set-off counterclaim or proof against

or dividend composition or payment by the Client or the benefit of any other security which you may

now or hereafter hold for any money or liabilities due or incurred by the Client to you or to have any

share therein.

19. Agree that you shall at any time be at liberty (without being bound to do so) to resort for your benefit

to any other means of payment at any time and in any order as you may think fit without thereby

diminishing our liabilities hereunder and you may exercise your rights under this Guarantee and

Indemnity either for the payment of the ultimate balance after resorting to other means of payment or

for the balance due at any time notwithstanding that other means of payment have not been resorted

to and in the latter case without entitling us to any benefit of such other means of payment so long as

any moneys remain owing and unpaid by Client to you and in addition you shall be at liberty to

require payment by us of any moneys owing to you without taking any proceedings first to enforce

such payment by the Client.

20. Agree that you shall be under no obligation or liability to marshal in your favour any securities or

any of the funds or assets which you may be entitled to receive or upon which you may have a claim.

21. Agree that this Guarantee and Indemnity shall continue to be valid and binding for all purposes

whatsoever notwithstanding any change whether by reason of bankruptcy death incorporation or

otherwise howsoever in the name style constitution or composition of the Client and the expression

"the Client" includes person for the time being deriving title under the Client and it is expressly

declared that no change of any sort whether relating to or affecting the Client shall in any way affect

this Guarantee and Indemnity in relation to any transaction whatsoever whether past present of

future.

22. Agree that no assurance security or payment which may be avoided under any of the provisions of

the Bankruptcy Act, 1967 or under any law relating to the winding-up of Companies and no release

settlement or discharge which may have been given on the strength of any such assurance security or

payment shall prejudice or affect your right to recover from us to the full extent of this Guarantee

and Indemnity as if such assurance security payment release settlement or discharge (as the case may

be) had never been granted given or made.

23. Agree that time wherever mentioned shall be of the essence of this Guarantee and Indemnity.

24. Agree that any admission in writing by the Client of indebtedness to you or of liability to you under

the Agreement and any judgment recovered by you against the Client in respect of such indebtedness

or liability shall be binding and conclusive on and against us and our executors administrators, and

legal representatives in all courts of law and elsewhere. A certificate by any of your officers as to the

moneys and liabilities for the time being due or incurred to you by the Client shall be binding and

conclusive on and against us or any one of us or our personal representatives.

25. Agree that this Guarantee and Indemnity shall be binding upon our heirs, personal

representatives, permitted assigns and successors-in-title (as the case may be).

26. Agree that any notice or demand hereunder shall be deemed to have been sufficiently given if sent by

prepaid letter post to the address last known to you or stated herein of one of us to whom or to whose

personal representatives such notice is given and shall assume to have reached the addressee in the

ordinary course of post. In case of the death of any of us and until you receive notice in writing of

the grant of probate of his will or of administration of his estate, any notice or demand by you sent

by post aforesaid addressed to such one of us or to his personal representatives at his address last

known to you or stated herein shall for all purposes of this Guarantee and Indemnity be deemed a

sufficient notice or demand by you to such one of us and his personal representatives and shall be

effectual as if he was still living.

27. Agree that this Guarantee and Indemnity is to be construed and governed in accordance with the

Laws of Malaysia and in the event of any dispute in respect of any matter arising out of this

Guarantee and Indemnity leading to litigation, we do submit to the jurisdiction of the court of your

choice and we further waive all and any of our objections to the jurisdiction of such court on grounds

of forum non convenient.

28. Agree that in this Guarantee and Indemnity where the context so permits the plural includes the

singular and vice versa, the masculine includes the feminine and neuter genders, and person includes

a corporation.

29. NOTICE AND LEGAL PROCESS

29.1 NOTICE

a) Any notice or communication under or in connection with this Agreement may be in

writing and shall be delivered personally, or by ordinary post, facsimile to the party’s

address herein or at such other address as the recipient may have notified to the other party

hereto in writing.

b) Proof of posting or dispatch of any notice or communication to the Guarantors shall be

deemed to be proof of receipt:

i) the case of delivery by hand, when so delivered;

ii) If posted, after the expiration of three (3) Business Day from the date it was

posted;

iii) In the case of a facsimile and/or electronic mail, at the time the transmission report

is received by the sender which purports to confirm that the addressee has received

such facsimile which shall be a Business Day.

c) No change in the address for service howsoever brought about shall be effective or binding

on the Factor unless actual notice of such change has given to the Factor.

29.2 SERVICE OF LEGAL PROCESS

Without prejudice to any other forms or service allowed in law, the service of any writ, summons,

statement of claim or any legal process in respect of or arising out of this Agreement may be effected

on the Guarantors by forwarding a copy of the writ, summons, statement of claim or other legal

process by registered post to the registered office address as herein mentioned or to the last known

address of the Guarantors.

30. CONSENT AUTHORIZATION UNDER THE PERSONAL DATA PROTECTION ACT

(PDPA)

a) The Client hereby agrees that the Factor may process the data of the Client and its

authorized signatories and its guarantors/directors/partners/shareholders/ proprietors/ or key

personnel of the company/business. And where applicable, the Client shall assist “the

Factor” to secure the consent from the relevant persons for the Factor to conduct credit and

trade reference checks on them as and when needed.

The Factor reserves the right to terminate this Agreement in the event such required cannot

be secured for the credit and trade checking.

By this consent, the Factor

i) may conduct credit checks on the Client, its authorized and its

guarantors/director/partners/shareholders/proprietors or key personnel with any

business entity/ies for bona fide trade checking and/or any credit reporting

agency/ies now or at any future time for anyone or more of the legitimate purposes

exist, namely the opening of account; credit/account evaluation; credit /account

review; credit/account monitoring; debt recovery purposes; legal documentation

consequent to an agreement or facility granted etc (hereinafter referred to as

“legitimate interest”).

ii) may use the monitoring applications and obtain new information and updates on

the Client and its guarantors/directors/partners/shareholders/proprietors or key

personnel as long as any of the legitimate interests exist.

iii) may disclose any information about the company/business including the conduct of

the account or the business account to any business entity/ies for bona fide trade

checking at any time. may contact the Client with regards to any new offerings of

any related product/ services by the Factor.

iv) may use the Client’s data for the purpose of statistical and marketing analysis on

the related range of product/ services by the Factor.

b) The Client, hereby agrees and acknowledge that the Factor reserves the right to suspend,

terminate, cancel this Agreement in the event, the required consent/s from the Client,

guarantors/directors/partners/shareholders/proprietor or key personnel of the

company/business could not be secured by the Factor to enable due diligence processes to

be conducted by “the Factor”.

31. VARIATION OF THIS AGREEMENT

In view of the implemention of the Personal Data Protection Act 2010 and the Credit Reporting

Agencies Act 2010, the Agreement may be varied in whole or in part accordingly to comply with the

Laws when the same takes effect.

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SCHEDULE 1

NAME ADDRESS

[TO INSERT]

(NRIC NO.: [TO INSERT])

[TO INSERT]

(NRIC NO.: [TO INSERT])

[TO INSERT]

IN WITNESS WHEREOF the Guarantors hereto have hereunto set their hands the day and year first above

written.

SIGNED by the said:-

NAME : [TO INSERT] WITNESSED BY

NRIC NO. : [TO INSERT]

I hereby declare that I have perfectly understood the contents

of this Guarantee and Indemnity before placing my signature herein.

NAME : [TO INSERT] WITNESSED BY

NRIC NO. : [TO INSERT]

I hereby declare that I have perfectly understood the contents

of this Guarantee and Indemnity before placing my signature herein.

I ,______________________________________, an Advocate and Solicitor of the High Court of Malaya and

practicing at _______________________________________________ do hereby certify that the signature(s)

abovenamed/*Common Seal of

[TO INSERT] (NRIC NO.: [TO INSERT])

is/are/was/were signed/*affixed in my presence this day of 20

and is to my personal knowledge the true signature(s) of the Guarantor(s) abovenamed/*in accordance with

the Memorandum and Articles of Association and the signatories of the said Guarantor(s) who has/have

acknowledged that he/she/they is/are of full age and he/she/they has/have voluntarily executed this instrument

and I have explained to the Guarantor(s) abovenamed in the language that he/she/they understand(s) and

he/she/they has/have fully understood the same before signing it.

Witness my hand : _________________________________

SCHEDULE 2

ITEM

MATTER

PARTICULARS

Name and particulars of

Client

Name : [TO INSERT]

(Co. No.: [TO INSERT])

Registered :

Address

Business :

Address

Date of Tawarruq Pre-

Factoring Agreement

[TO INSERT]and subsequent the Tawarruq Pre-Factoring Agreement

executed hereinafter.

Date of Tawarruq and

Hawalah Factoring

Agreement

[TO INSERT]and subsequent the Tawarruq and Hawalah Factoring

Agreement executed hereinafter.