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On behalf of the Board of Directors of SerSol, Southern Investment Bank Berhad is pleased to announce that SerSol had on 22 September 2005 executed the JV Agreement with Samchem Sdn Bhd (Samchem) on the formation of a JV company, TNISB.

Salient Terms of JV Agreement

1. Conditional Agreement

1.1 The obligations of the parties under the JV Agreement shall be conditional upon Samchem obtaining government and regulatory approvals and licences as required for the incorporation and operation of the proposed business of TNISB.

1.2 In the event the above conditions precedent are not fulfilled within six (6) months of the date of the JV Agreement (or such other date as the parties may agree in writing), the JV Agreement shall cease and determine and, all the parties shall be released from their obligations under the JV Agreement and none of the parties shall have any claim against the others.

1.3 The conditions precedent referred to in the above paragraph 1.1 shall be deemed not fulfilled upon the occurrence of any of the following events: -

(a) the application to government and regulatory approvals and licences are rejected;

(b) the application to government and regulatory approvals and licences are approved but on conditions which are not acceptable to any affected party; or

(c) the conditions precedent stipulated in the above paragraph 1.1 are not fulfilled as at the date of the expiry of the approval period.

(a) use its best endeavours to place at the disposal of TNISB as determined by the Board of Directors the benefit of its experience, technical knowledge and skill and shall in all respects of the responsibility and burden of completing any contracts as the TNISB may be a party to; and

(b) not without the prior written consent of the other directly or indirectly negotiate or tender for or take any interest for its own benefit in the execution of any contract which the parties have agreed pursuant to Clause 8.1 of the JV Agreement or any part thereof and each of the party shall use its best endeavour to obtain compliance with this prohibition by all persons from time to time in its employment and all companies and firms over which it may from time to time exercise control; and

(c) comply fully with the terms of any government and regulatory approvals and licences.

(b) The provision of handling daily operation of the company.

(c) The provision of monthly management and financial report.

(a) Each Shareholder agrees that the price per TNISB Share as representing the fair value thereof or as being acceptable to the Proposing Transferor for the purposes of the above paragraph 3.2 shall be either:-

(ii) if no such agreement shall have been reached within one month before the date of the relevant Transfer notice, then such sum as the auditors shall certify to be the net asset value of TNISB attributable to the TNISB Shares comprised in the notice offering to sell transfer shares.

(b) Such fair value (on a consolidated basis if TNISB has any subsidiaries) shall be ascertained on a going concern basis (or break up if TNISB has ceased trading) on accounting principles and practices consistent with those used in the preparation of the accounts of TNISB, including an amount for the value of any tax losses then available and unutilised capital allowances to the extent that the same can reasonably be foreseen to be utilisable against future taxable profits. Such fair value shall also include (whether consistent with such principles and practices or not) such sum as the auditors may determine fairly to reflect, on a time or other apportionment basis, the profit or loss attributable to the completion of any contract or contracts then in course of performance by the TNISB.

In the event a resolution on the matter as described in Clause 10 of the JV agreement cannot be carried out in the board of directors or shareholders meeting and it remained unresolved after being served with a notice of disagreement (Deadlock Notice) by the companys secretary, the shareholders shall, within thirty (30) days from the Deadlock Notice, submit the dispute between them for arbitration before a single arbitrator to be agreed among the shareholders.

(a) shall commit any material breach of its obligations under the JV Agreement and, if remediable, shall fail to take all necessary action to remedy such breach within thirty (30) days upon the service of any written notice by the other shareholder complaining of such breach; or

(b) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an order of the court is made for its compulsory liquidation or shall have a receiving order made against any material part of its assets; or

(c) shall compound or make any composition or arrangement with its creditors; or

(d) shall become insolvent or shall have a receiver appointed over the whole or any material part of its undertaking or assets;

then such event shall be deemed to constitute an offer to sell by such defaulting party in accordance with the provisions of the above paragraph 3.2 and at the prescribed price as set out in the above paragraph 3.3.

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