DATED THIS 27th DAY OF APRIL 2000
BETWEEN
TECNOCHANNEL TECHNOLOGIES SDN BHD
(Company No. 426318-M)
AND
ASIA INTERNET HOLDINGS SDN BHD
(Company No. 463424-W)
AND
DAIICHI INDUSTRIES BHD
(Company No. 222897-W)
AND
SFI SOLUTIONS (M) SDN BHD
(Company No. 475497-A)
********************************************************************
JOINT VENTURE AND
SHAREHOLDERS' AGREEMENT
**********************************************************************
<PAGE>
THIS AGREEMENT is made this 27th day of April 2000 between TECNOCHANNEL
TECHNOLOGIES SDN BHD (Company No. 426318-M) a company incorporated in Malaysia
and having its registered office at Room 603A, 6th Floor, Bangunan Yayasan
Selangor, Jalan Bukit Bintang, 55100 Kuala Lumpur (hereinafter referred to as
"TecnoChannel") of the first part, and
ASIA INTERNET HOLDINGS SDN BHD (Company No. 463424-W) a company incorporated in
Malaysia and having its registered office at 17.03B, 17th Floor, Semua House,
No.3, Jalan Bunus Enam, Off Jalan Masjid India, 50100 Kuala Lumpur (hereinafter
referred to as "AIH") of the second part, and
DAIICHI INDUSTRIES BHD (Company No. 222897-W) a company incorporated in Malaysia
and having its registered office at Ground Floor, Wisma Pen-Group, 37 Jalan
Anson, 10400 Penang (hereinafter referred to as "Daiichi") of the third part and
SFI SOLUTIONS (M) SDN BHD (Company No. 475497-A) a company incorporated in
Malaysia and having its registered office at Sapura @ Mines, No. 7 Jalan Tasik,
The Mines Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan (hereinafter
referred to as "SFI") of the fourth part.
(TecnoChannel, AIH, Daiichi and SFI shall hereinafter be referred to as the
"Parties" and a reference to "Party" shall mean any one of them as the case may
be).
WHEREAS: -
(A) The Government of Malaysia ("the Government") has launched the
Electronic Government as one of the multimedia applications of the
Multimedia Super Corridor ("MSC") to reinvent itself to lead Malaysia
into the Information Age as well as to further the political, social,
cultural and economic development goals of Vision 2020;
(B) One of the flagship applications for the Electronic Government is the
Electronic Delivery of Driver & Vehicle Registration, Licensing and
Summons Services, Utility Bill Payments and Ministry of Health On-line
Information as outlined in the Concept Request for Proposal ("CRFP
No.MAMPU/EG/1/97") and made available on the 26th July, 1997;
(C) The Government has offered in principle to the Gateway Provider and the
Service Provider the contract for the said CRFP as "Gateway Provider"
page 2
<PAGE>
and "Service Provider" respectively subject to the negotiation and
execution of agreements with the Government;
The Parties hereto are desirous of entering into joint venture for the purpose
of undertaking and engaging in the business of providing Electronic Delivery
Services and as a Service Provider for the Electronic Government Project
(hereinafter referred to as "the Business") through a joint venture company to
be established by the parties hereto (hereinafter referred to as "the JV
Company").
The Parties hereto have agreed to enter into this Agreement for the purposes of
recording the financial, administrative, managerial and other arrangements
between them in relation to their participation in the Company and their
relationship inter se as shareholders shall be governed by the Memorandum and
Articles of Association of the Company and to the extent and in the manner
hereinafter provided.
NOW IT IS HEREBY AGREED as follows: -
1. THE JV COMPANY
1.1 The JV Company shall be called My E.G. DotCom Sdn Bhd or such other
name as the parties hereto may decide and which has been approved by
the registering authorities in Malaysia.
1.2 The registered office of the JV Company shall be at Box No. 1142,
17.03B, 17th Floor Semua House, No 3 Jalan Bunus Enam, Off Jalan Masjid
India, 50100 Kuala Lumpur.
1.3 The parties hereto agree to adopt the Memorandum and Articles of
Association of the JV Company with such modifications as the parties
hereto may agree in writing. Any amendments to the Memorandum and
Articles of Association shall be by way of special resolution. In the
event the Memorandum and Articles of Association shall contain
provisions that are different or in conflict with any of the provisions
of this Agreement, the provisions of this Agreement shall govern.
1.4 The main object of the JV Company is to carry on the business of a
Service Provider for the Electronic Government Project or any other
related Electronic Payment Services.
page 3
<PAGE>
2. SHARE CAPITAL
2.1 The parties hereto shall immediately upon the execution of this
Agreement cause the JV Company to increase its authorised capital to
Ringgit Malaysia Five Million (RM5,000,000).
2.2 The authorised share capital of Ringgit Malaysia Five Million
(RM5,000,000) shall be divided into 5,000,000 ordinary shares of
Ringgit Malaysia One (RM1.00) each.
2.3 Subject to the provisions of this Agreement, the initial issued and
paid up share capital of the JV Company shall be Ringgit Malaysia One
Million (RM1,000,000) divided into 1,000,000 ordinary shares of Ringgit
Malaysia One (RM1.00) each and shall unless otherwise agreed in writing
by the parties hereto be allotted to and subscribed by the parties
hereto in the following manner: -
Name Percentage of Shareholding
1.TecnoChannel 35%
2.AIH 20%
3.Daiichi 30%
4.SFI 15%
--------
Total 100%
======
and the parties hereto shall have taken up their respective allotment
and effect the subscription to the paid up capital of the JV Company as
at the date hereof. Subscription to the paid up capital shall be
effected by way of cash only.
2.4 The Shareholders shall, inter se, maintain the equity ratio as stated
in Clause 2.3 hereof and any further issue of shares of the JV Company
shall be made in accordance with the Memorandum and Articles of
Association and shall be offered to the Shareholders in the same ratio.
page 4
<PAGE>
2.5 Any alteration in the amount of the authorised share capital of the
Company (whether by way of reduction, increment, consolidation,
subdivision or otherwise) shall also be passed by special resolution.
3. OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES
3.1 TecnoChannel hereby agrees and covenants to undertake a lead role in
the planning, management, organisation and implementation of the
Business.
3.2 AIH hereby agrees and covenants to provide management and financial
resources for the Business.
3.3 Daiichi hereby agrees and covenants to invest technology and
consultancy resources for the Business.
3.4 SFI hereby agrees and covenants to invest kiosk and its related
communication infrastructure for the Business.
3.5 Notwithstanding the provisions in Clauses 3.1, 3.2, 3.3 and 3.4 above,
TecnoChannel, AIH, Daiichi and SFI hereby agree, covenant and
undertake: -
(i) to provide advice, guidance and assistance in the planning,
implementation, operation and management pertaining to the
advertising of the Business;
(ii) to provide all the relevant technical know-how and expertise
(including the engagement of the appropriate technical and
marketing personnel and executives) in the planning,
implementation, operation and management of the Business;
(iii) to assist and ensure that the JV Company will perform and
carry out the Business with all reasonable care and diligence
and in a professional and workmanlike manner; and
(iv) to do all things necessarily required to carry out the
Business.
page 5
<PAGE>
3.6 To facilitate and implement the JV herein, the parties hereto shall
manage the JV Company and to carry out the joint venture in accordance
with the terms and conditions of this Agreement.
4. GENERAL MEETING OF SHAREHOLDERS
4.1 The quorum of a General Meeting of shareholders of the JV Company shall
be three (3) shareholders. If such a quorum is not present within half
an hour from the time appointed for the meeting, or if during a meeting
such a quorum ceases to be present, the General Meeting shall stand
adjourned to the same day in the following week at the same time and
place or to such time and place as the directors may determine PROVIDED
ALWAYS that in the event that day being a public holiday, the adjourned
meeting shall be held on the next business day at the same time and
place. At such adjourned meeting, the presence of two (2) shareholders
one of whom shall be TecnoChannel shall constitute a quorum.
4.2 Notwithstanding anything to the contrary expressed or implied elsewhere
in this Agreement or in the Memorandum and Articles of Association of
the JV Company, the following matters shall require the approval of the
shareholders together holding at least seventy five percent (75%) of
the total issued share capital of the JV Company for the time being: -
(a) any amendment to the JV Company's Memorandum and Articles of
Association involving the increase of the authorised capital
and/or the change of name of the Company;
(b) any proposal for the JV Company's reorganisation,
reconstruction, consolidation, amalgamation or merger;
(c) any proposal for the winding up or dissolution of the JV
Company or for the cessation of the whole or any material part
of its business for the time being;
(d) the sale or disposal of the whole or a substantial part of the
undertaking or assets of the JV Company;
page 6
<PAGE>
(e) the capitalisation of profits or reserves, the approvals,
declaration and payment of final dividends or other
distributions of the JV Company's earnings and profits;
(f) the adoption of or any variation of or addition to the
Memorandum and Articles of Association;
(g) any change in the general nature of the business of the JV
Company;
(h) the approval of the annual accounts of the JV Company;
(i) any disclosure of the confidential information;
(j) purchase or commitment to purchase or lease on behalf of the
JV Company or sell or commitment to sell, mortgage or disposal
of any real property or asset of the JV Company;
(k) increase or reduction in the number of Directors;
(l) removal of Directors before the expiration of their period of
office;
(m) any borrowing arrangement;
(n) any changes in distribution of dividends; and
(o) any major investments by the JV Company.
5. BOARD OF DIRECTORS
The affairs of the JV Company shall be managed by the Board of Directors in
accordance with the provisions of the Memorandum and Articles of Association of
the JV Co and in the manner as follows:-
page 7
<PAGE>
5.1 The JV Company shall have four (4) Directors. TecnoChannel shall be
entitled to appoint one (1) Director, AIH shall be entitled to appoint
one (1) Director, Daiichi shall be entitle to appoint one (1) Director
and SFI shall be entitled to appoint one (1) Director. Such nomination
shall include the right from time to time to remove any nominee so
nominated and substitute another in his place. The First Directors
shall be:-
1. Wong Thean Soon Representing TecnoChannel
2. Tan Sri Dato' Dr. Ahmad Mustaffa bin Babjee Representing AIH
3. Rahadian Mahmud bin Mohamad Khalil Representing Daiichi
4. Goh Chee Chern Representing SFI
5.2 The Chairman of the Board of Directors shall be Tan Sri Dato' Dr. Ahmad
Mustaffa bin Babjee.
5.3 The Chairman of the Board of Directors shall have no casting vote.
5.4 Three (3) Directors comprising a nominee each from either TecnoChannel,
AIH, Daiichi or SFI shall form a quorum for a meeting of Board of
Directors of the JV Company.
5.5 In the absence of a quorum for any Directors' meeting, the meeting
shall be automatically adjourned to the same day, time and place in the
following week PROVIDED ALWAYS that in the event that day being a
public holiday, the adjourned meeting shall be held on the next
business day at the same time and place.
5.6 At such adjourned meeting, any two (2) Directors present shall form a
quorum and if such a quorum is not present, the adjourned meeting shall
be dissolved.
5.7 Prior written notice of all Directors' meetings shall be sent to all
Directors of the JV Company at least seven (7) days before the meeting
specifying the time and place of the meeting unless such requirement is
waived by all the Directors.
5.8 The notice shall indicate all matters to be considered at the
Directors' meeting and include copies of reports, studies and documents
relating thereto. Any matter not indicated in such prior written notice
page 8
<PAGE>
may be discussed and/or decided at a Directors' meeting if all the
Directors present at the meeting agree to do so.
5.9 All matters at the Directors' meeting shall, subject to any laws or
regulations for the time being in force and the provisions of the
Memorandum and Articles of Association of the JV Company, be decided by
a majority of votes and each Director shall have one vote.
5.10 Notwithstanding clause 5.9 above all decisions involving substantial
investments of the JV Company shall require unanimous approval of the
Directors.
6. MANAGEMENT
6.1 Subject to the powers herein expressly reserved for the Shareholders or
the Directors of the JV Company the management of the business and
affairs of the JV Company shall be vested in a Chief Executive Officer
who shall be employed under a Contract for Services at a remuneration
and upon terms and conditions acceptable to the Board.
7. FINANCIAL MATTERS OF THE JV COMPANY
7.1 The JV Company shall make and keep proper accounts and accounting
records and books with sound accounting practices and principles.
7.2 Each party shall have the right to inspect the said accounts and
accounting records and books and to make copies thereof at its own
expense, by itself or through its agent or agents duly authorised
thereto in writing, at any time during the business hours of the JV
Company.
7.3 The JV Company shall open, maintain and operate account with banks or
other financial institution in the manner as may be determined by the
Board of directors.
page 9
<PAGE>
7.4 Each of the parties hereto shall be given a full report of the yearly
audit of the JV Company's accounts and accounting records and books by
the auditors within thirty (30) days after completion thereof.
7.5 The parties hereto shall appoint an independent firm of professional
accountants approved by all parties hereto to act as auditors of the JV
Company.
8. RESTRICTION ON SALE OF SHARES
8.1 No party hereto shall sell, transfer, assign or otherwise part with the
beneficial ownership of any shares of the JV Company except in
accordance with the provisions of this Clause unless the parties
otherwise mutually agree in writing.
8.2 There shall be no change to the shareholder and the shareholding
structure of the JV Company as set out in clause 2.3 above for a period
of three (3) years from the date of execution of the Service Agreement
(Service Provider) made between The Government of Malaysia, Telekom
Malaysia Berhad, Tenaga Nasional Berhad and the JV Company except for
the purposes of listing its shares on the Kuala Lumpur Stock Exchange
or MESDAQ provided that a minimum percentage of bumiputra shareholding
of thirty (30) percent shall be maintained at all times unless the JV
Company has been granted the MSC status. Any intention to change the
shareholder and the shareholding structure after the said period of
three (3) years shall require the prior written approval of the
Government.
8.3 Save as provided in this Agreement neither of the parties hereto
(hereinafter referred to as "the Offeror") shall sell, transfer or
otherwise part with the beneficial ownership of any shares of the JV
Company without first making an offer to sell such shares to the other
parties hereto (hereinafter referred to as "the offerees") by giving
one month notice in writing.
8.4 Every such offer shall be accompanied by share certificates for the
shares and deeds of transfer duly executed by the Offeror and shall
state the number of shares being offered for sale and the price which
page 10
<PAGE>
the Offeror shall consider to be the fair value for such shares. Such
price shall be paid in cash unless otherwise agreed upon.
8.5 Such offers shall subject to Clauses 8.1 and 8.2 above be irrevocable
and the JV Company shall in accordance with Clause 8.3 hereof forthwith
after the receipt of the offer give notice in writing thereof to the
Offerees inviting them to purchase the shares comprised therein.
8.6 Within thirty (30) days of the service on them of such notice the
Offerees shall by notice in writing to the JV Company either accept the
offer or request the JV Company to require that the auditors of the JV
Company certify the value which their opinion is the fair value per
share of the shares comprised in the notice whereupon the JV Company
shall forthwith instruct the said auditors to prepare such certificate,
a copy of which shall upon receipt by the JV Company despatched to the
parties hereto. In certifying the value of such shares, the said
auditors shall be acting as experts and not as arbitrators and their
valuation shall in the absence of manifest error be accepted as final
by the parties hereto. The cost of such valuation shall be borne
equally by the Offeror and the Offerees.
8.7 The Offeror may, if the value certified by the said auditors is less
than the value contained in the offer, within a period of twenty-one
(21) days of the receipt of such certificate by notice in writing to
the JV Company withdraw the offer but if no such withdrawal is made
within the aforesaid period of twenty-one (21) days the offer shall be
irrevocable.
8.8 If the Offeror shall not have withdrawn the offer under Clause 8.7
above and if the Offerees shall desire to purchase the shares comprised
in the offer at the price specified in the offer or the fair value
determined in the manner provided under Clause 8.6 hereof, whichever is
the lower, the Offerees shall within a period of fourteen (14) days
after the period of twenty one (21) days referred to in Clause 8.6
above give notice in writing to the JV Company of their acceptances
accompanied by payment in full and the Company is hereby authorised to
act as the agent of the Offeror to sell such shares to the Offerees and
to complete such sale.
8.9 Any notice or acceptance by the Offerees under Clauses 8.6 and 8.7
hereof shall be conditional upon the approval in satisfactory terms of
any government or other regulatory authorities.
page 11
<PAGE>
8.10 If the offer is not withdrawn within the period specified in Clause 8.7
hereof and if such offer shall be accepted the Offeror shall be bound
immediately upon payment of the appropriate purchase price of the
shares to transfer such shares to the Offerees.
8.11 If any of the Offerees shall not within such period as stated in Clause
8.6 above accept the offer to purchase the said shares and if the other
Offerees within such period accept the offer, such offer shall, in the
proportion set out in Clause 8.3 above, extend to the accepting
Offerees with respect to the shares offered to the non-accepting
Offerees.
8.12 If none of the Offerees shall within such period as stated in Clause
8.6 above accept the offer to purchase the said shares, the JV Company
may within three (3) months thereafter dispose of such shares to any
third party, acceptable to the existing shareholders at a price not
less than the lower of price specified in the offer or the fair value
of the shares certified as aforesaid and subject to Clause 8.14 below,
the JV Company shall register promptly any transfer of such shares made
pursuant to this sub-clause.
8.13 If for any reason any party shall make any composition with its
creditors or shall become insolvent or bankrupt or have a receiver
appointed of the whole or part of its undertaking or assets or enter
into liquidation (otherwise than for the purpose of amalgamation or
reconstruction) such party shall automatically thereupon be deemed to
have made an offer to sell its shares in the JV Company at the fair
value per share to be fixed by the JV Company's auditors and the
provisions of Clauses 8.1 and 8.2 hereof will apply mutatis mutandis.
8.14 If pursuant to the provisions of this Clause, a transfer of shares in
the JV Company is proposed to be made to a person who is not a party
hereto, the transferor shall on the sale thereof secure that the
proposed transferee agrees to be bound by the terms of this Agreement
and shall procure that the transferee enters into a legally binding
agreement with the other parties hereto containing the terms hereof and
thereafter such transferee shall be deemed to be a party hereto.
9. DIVIDEND POLICY
page 12
<PAGE>
9.1 It shall be the policy of the JV Company to declare and distribute
dividends on the ordinary shares of the JV Company out of its annual
distributable profits after provision reserves and financial
requirements.
10. CONFIDENTIALITY
10.1 The parties hereto hereby agree and shall cause the JV Company to
agree: -
(a) to hold in strict confidence during the Term of this Agreement
and Agreement and thereafter, all technical and commercial
information, knowledge and know-how furnished to each of them
by the others by virtue of this Agreement (all of which is
referred to collectively known as the "Confidential
Information") and that it shall not be:-
(i) use such Confidential Information except in furtherance
of the relationship set forth in this Agreement; or
(ii) publish, disclose or discriminate such Confidential
Information except in such instance whereby express prior
written consent or authorization has been obtained from the
other parties.
(b) to refrain from disclosing such information, knowledge and
know-how to any person, firm or company even if such party
holds substantial interest therein without the prior written
consent of the others.
(c) to cause, instruct, direct and oblige its Directors, officers
and employees any other person which has access to any of the
foregoing information, knowledge and know-how to keep the same
confidential.
11. RELATIONSHIP BETWEEN THE PARTIES
11.1 The relationship of the parties under and in relation to this Agreement
shall be limited to the matters herein contained and what is provided
for by law as the liability of shareholders of the JV Company, and
page 13
<PAGE>
nothing herein contained shall be considered or interpreted as
constituting the relationship of the parties or any of them as
partnership, associates or other relationship in which anyone or more
of the part may be liable for the acts or omissions of any other party
or parties, notwithstanding herein contained be considered or
interpreted as constituting any party the general agent of any other
party.
12. PERFORMANCE OF AGREEMENT
12.1 Each of the parties agree to exercise its voting rights for the time
being in the JV Company and to take such steps as for the time being
lie within its powers to procure that the JV Company performs and
observes the provisions of this Agreement which the JV Company would be
liable to perform as if it has been joined as a party to this
Agreement.
13. NON COMPETITION
13.1 Each party hereby agrees with the other that during the duration of
this Agreement, it shall not without written consent, engage either
directly or indirectly in any business in Malaysia in competition with
the JV Company.
14. TERMINATION
14.1 Upon the happening of any party hereto of the following events:-
(i) any party becoming insolvent;
(ii) a Court order is made or an effective resolution is passed
for the winding-up voluntary or otherwise of the party;
(iii) a receiver or manager is appointed for the property, assets
or undertaking of the party which appointment the other party
consider prejudicial and detrimental to the successful
implementation and completion of the said Developments;
page 14
<PAGE>
(iv) a Court order for the attachment, garnishing, seizure or
sale and / or any other execution proceeding (before or after a
judgment is entered), is issued against the party and not
settled within thirty (30) days from the date of the issuance;
(v) the party sells assigns or in any manner dispose of its
shares in the JV Company or its interest in this Agreement;
(vi) there is a breach of warranty and representation by the
party;
(vii) the party has otherwise committed a material breach of
this Agreement or committed a breach which being capable of a
remedy is not remedied within fourteen (14) days of the breach
being brought to its attention;
this Agreement shall become terminated at the option of the other party
hereto and the non-defaulting party shall have the option to purchase
all the shares of the defaulting party in the JV Company at a price to
be fixed by a qualified accountant to be agreed upon by the parties or
the JV Company shall otherwise be liquidated in accordance with the
provision of the law.
14.2 Upon the termination of this Agreement, the provision herein shall be
of no further effect without prejudice however to the right of any
party against the others in respect of any antecedent breaches of the
provisions herein.
14.3 Notwithstanding the terms and conditions as stated in clauses 14.1 and
14.2 above, the termination of this Agreement shall be subject to the
approval of the government.
15.1 SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS
15.1 Termination of this Agreement for any cause shall not release any party
hereto from any liability that at the time of termination has already
accrued to the other party hereto or which thereafter may accrue in
respect of any acts or omissions prior to such termination
16. WAIVER
page 15
<PAGE>
16.1 No failure or delay on the part of any party hereto in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right or power preclude any
other or further exercise thereof or the exercise of any other right or
power herein.
16.2 Any waiver by either party of a breach of any terms or conditions of
this Agreement shall not constitute a waiver of any subsequent breach
of the same terms or conditions of this agreement.
17. ARBITRATION
17.1 All disputes or differences whatsoever which shall at anytime hereafter
whether during the continuance of this Agreement or upon or after its
discharge or determination arise between the parties hereto touching or
concerning this Agreement or its construction or effect or as to the
rights, duties and liabilities of the parties hereto or either of them
under or by virtue of this Agreement or otherwise or as to any other
matter in any way connected with or arising out of or in relation to
the subject matter of this Agreement shall be referred to arbitration
in accordance with the Arbitration Act 1952(Revised 1972) or any
statutory re-enactment or re-certification thereof for the time being
in force and the arbitration shall be conducted by the Arbitration
Tribunal of Kuala Lumpur or such other arbitration body as the parties
hereto may agree from time to time. Such arbitration proceedings shall
be held in Kuala Lumpur.
18. NOTICES
18.1 All notices herein shall be in writing and shall be deemed to have
sufficiently served or given for all purposes therein on the third
(3rd) day after being mailed by registered mail and addressed to the
party at its registered office first written above or at such other
address as either party may so identify to the other party and if sent
by telex or fax, the notice shall be deemed served immediately upon the
same being transmitted.
page 16
<PAGE>
19. MUTUAL AGREEMENT
19.1 In entering into this Agreement, the parties hereto recognise that it
is impracticable to make provision for every contingency that may arise
in the course of the performance thereof. Accordingly, the parties
hereto hereby declare it to be their intention that this Agreement
shall operate between them in accordance with the principles of good
faith with fairness and without detriment to the interests of any of
them and if in the course of performance of this Agreement unfairness
to any party is disclosed or anticipated then the parties hereto shall
use their best endeavour or agree upon such action as may be necessary
and equitable to remove the cause or cause of the same.
20. MISCELLANEOUS
20.1 LAW OF AGREEMENT
The validity, construction and performance of this Agreement shall be
governed by the laws of Malaysia.
20.2 ASSIGNMENT
This Agreement and all rights and obligations hereunder shall not be
assigned by any party to any third party without the prior written
consent thereto of the other party.
20.3 SUCCESSORS BOUND
This Agreement is binding upon the permitted assigns and
successors-in-title of the parties hereto and no party hereto shall
assign this Agreement or any part thereof or any interest therein
without prior written approval of the other parties hereto.
page 17
<PAGE>
20.4 COST
Any cost including the cost of preparation of this Agreement and the
stamp duty if any payable thereon shall be borne by the JV Company.
20.5 ENTIRETY OF AGREEMENT
This Agreement constitutes the entire agreement among the parties
hereto and supersedes and cancels in all respects all previous
agreements and understanding if any, amongst the parties hereto with
respect to the subject matter hereof whether such be written or oral.
Any modification of or alteration to any part of this Agreement shall
be determined in writing by mutual agreement.
20.6 SEVERABILITY
Each clause hereof shall be deemed to be independent and the invalidity
of any such clause which may be unenforceable as contrary to the
principles of law shall not affect the validity of any other clauses of
this Agreement.
20.7 HEAD NOTES
The head notes to this Agreement are inserted for convenience only and
shall not affect in any way the meaning or interpretation of this
Agreement.
* * * * * * * * * *
[Remainder of this page is intentionally left blank]
page 18
<PAGE>
IN WITNESS WHEREOF the parties hereto have hereunto set their
respective hands the day and year first above written.
Signed by )
Tecnochannel Tenologies Sdn. Bhd.)
(Company No. 426318-M) )
in the presence of:- ) /s/ WONG THEAN SOON
----------------------------------------------
WONG THEAN SOON
(NRIC NO. : 710604-08-5153)
Signed by )
Asia Internet Holdings Sdn. Bhd. )
(Company No. 463424-W) )
in the presence of:- )/s/TAN SRI DATO' DR. AHMAD MUSTAFFA BIN BABJEE
----------------------------------------------
TAN SRI DATO' DR. AHMAD MUSTAFFA BIN BABJEE
(NRIC NO. : 370731-07-5099)
Signed by )
Daiichi Industries Bhd. )
(Company No. 222897-W) )
in the presence of:- ) /s/ RAHADIAN MAHMUD BIN MOHAMMAD KHALIL
----------------------------------------------
RAHADIAN MAHMUD BIN MOHAMMAD KHALIL
(NRIC NO. : 730821-71-5105)
Signed by )
SFI Solutions (M) Sdn. Bhd. )
(Company No. 475497-A) )
in the presence of:- ) /s/ GOH CHEE CHERN
----------------------------------------------
GOH CHEE CHERN
(NRIC NO. : 550102-01-5673)
page 19
