AGREEMENT DATED

2011

BETWEEN

THEMIS CONSULTING SDN. BHD. (Company No. 577419-T) AND

UNIVERSITI TUN ABDUL RAZAK SDN. BHD. (Company No. 410764-P)

TRAINING GAMES LICENSE AGREEMENT

MESSRS. HAFARIZAM WAN & AISHA MUBARAK Advocates & Solicitors Suite 1 Level 5 Menara Dato Onn Jalan Tun Ismail 50480 Kuala Lumpur. Tel : 603-4044 4758 Fax : 603-4044 0328

TRAINING GAMES LICENSE AGREEMENT THIS AGREEMENT ("Agreement") is made by and between Themis Consulting Sdn Bhd, (Company No 577419-T) having its business address at 12-21, Jalan 1/50, Diamond Square, Off Jalan Gombak, 53000 Kuala Lumpur (hereinafter referred to as THEMIS). and Universiti Tun Abdul Razak Sdn Bhd (Company No. 410764-P), a company incorporated in Malaysia under the Companies Act 1965 and having its business address at RAZAK Campus, Block C & D, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur (hereinafter referred to as UNIRAZAK). RECITAL 1. THEMIS is the sales agent of LMBG Asia (hereinafter referred to as LMBG) in Malaysia. 2. LMBG creates business games for Bachelors, Doctorate and Masters programme to improve management skills. 3. UNIRAZAK operates a private university known as Universiti Tun Abdul Razak and is desirous of implementing the selected business games to its courses. 4. The Parties agree to enter into this agreement to set forth the parties' general agreement and understanding concerning their interest and proposed collaboration. The Parties hereto agree as follows:CLAUSE 1 Business Games Description 1.1 1.2 THEMIS shall make available, training sessions based on the business game products created by LMBG as listed in Appendix A hereto (Business Games). THEMIS shall where necessary, at its own cost and expenses procure the necessary licences from the relevant authorities for the Business Games and whenever necessary, obtain the renewal of such licenses from time to time during the term of this agreement. The Parties agree in relation to the provision of the Business Games:(a) (b) The number of students participating in a single session of the Business Games shall be a minimum of 20 and maximum of 30 students; A single session of the Business Games comprises 3 days of training activities of 8 hours per day (9am to 5pm).

1.3

(c)

The Business Games will be conducted at UNIRAZAKs discretion by giving LMBG two (2) months advance notice. CLAUSE 2 Duration of the agreement

This arrangement shall commence from the 1st of May 2011 and ends one year from that date (hereinafter referred to as Term) on 30 April 2012 unless extended by the parties

CLAUSE 3 Participants, printed materials, equipment and facilities UNIRAZAK is responsible of recruiting and managing the participants, providing equipments and facilities, prepare printed materials required for the course as necessary.

CLAUSE 4 Fees 3.1 The fee for each training session of the Business Games shall be as Euro 2400 calculated based on an 8-hour per days for 3 days @ Euro100 per hour. UNIRAZAK shall pay daily allowance (inclusive of food and accommodation) for course instructors who are not Malaysian residents @ Euro 100 per day for: a. b. c. 3.3 Each day of training One day before the training session One day after the training session

3.2

UNIRAZAK shall pay Euro1000 as travel allowance for airfare and train ticket for the course instructors who are non-resident to fly in to Malaysia specifically for the course. Having said thatNotwithstanding the above, this cost shall be waived if the training session is leveraging on the instructors planned stay in Kuala Lumpur. The entitlement for this travel allowance as such, mustshall be formally agreed by both parties prior to the conduct of each training session. In relation to clause 3.3, the parties shall endeavour to organize and conduct the required sessions of Business Games during the stay of the course instructors in Malaysia for mutual benefits. THEMIS shall invoice UNIRAZAK for all chargeable fees and allowances for each training session. Payment to the course instructors and LMBG shall be managed by THEMIS. Each training session will be invoiced separately according to the following schedule:

3.4

3.5

3.6

a) b) 3.7 3.8

Confirmation fee at Euro 1200 (50% of the total fee), prior to the commencement of the training session; and Remaining fee and allowances (if any), on the last day of the training session

Payment of invoice will fall due seven (7) days after the invoice date. Invoice amount shall be the Malaysian Ringgit equivalent of the Euro-based fee and allowance stated in this agreement, based on Maybank spot exchange rate for Euro on the invoice date. CLAUSE 5 Confidentiality

The Parties hereto shall at all times keep confidential and procure their respective employees, agents, servants and/or independent contractors appointed by them to keep confidential any information disclosed by one to the other and shall not use or disclose any such information except :(a) (b) with the prior written consent of the other Party and in accordance with such conditions as may be mutually agreed upon; or in accordance with an order of a court of competent jurisdiction or any municipal or authority

PROVIDED ALWAYS THAT the provisions of this Clause shall cease to apply to any of this information coming into the public domain otherwise than by the breach of either Party's obligations hereunder or information which is independently developed by either Party or lawfully acquired by either Party from any third party.

CLAUSE 6 Intellectual Property Rights The intellectual property rights including but not limited to the copyright whether vested contingent or future, proprietary rights and allied rights in all the documents and reports and all information, data, findings, records, notes, charts, diagrams, results and conclusions developed, produced, gathered and compiled or brought by the Parties shall remain the property of the Party which developed it or the Party that brought it.

CLAUSE 7 Termination 6.1 Either Party may terminate this Agreement for any reason at any time upon 2 months written notice to the other Party

6.2

However, notwithstanding termination or expiration of this agreement, the Parties shall be bound to fulfil all pending commitments made under this agreement CLAUSE 8 Notice Correspondence and notices shall be deemed duly served: (a) if personally delivered and duly acknowledged receipt by the other Party at the time of delivery; (b) if dispatched by registered post shall be deemed to have been given seventy two (72) hours after posting; and (c) if given or made by facsimile, shall be deemed delivered immediately provided that, following the transmission, the senders facsimile machine produces a transmission confirmation report, confirming successful transmission of the facsimile.

CLAUSE 9 Waiver and Modifications No variations, modification or alteration of any provisions of this Agreement shall be effective unless made with the prior written agreement of the Parties.

CLAUSE 10 Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any dispute controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be decided and finally resolved by arbitration by one arbitrator in accordance with the Kuala Lumpur Regional Centre for Arbitration Rules. The language to be used in the arbitration proceedings shall be English.

CLAUSE 11 Relationship Nothing in this Agreement shall be deemed to constitute, create or give effect to, or otherwise recognise as a joint venture, partnership or formal business entity of any kind. Nothing in this Agreement shall be construed as authorising either Party to act as an agent of representative of the other.

CLAUSE 12 Assignment A Party must not assign or otherwise dispose of its rights under this Agreement without the prior written consent of the other Party.

CLAUSE 13 Co-operation in Good Faith The Parties agree to co-operate in good faith and to put forth all reasonable commercial efforts to implement the terms of this Agreement and the further agreements and actions contemplated herein

CLAUSE 14 Severance If any provision of this Agreement or part thereof is rendered or declared void, illegal or unenforceable by any legislation or any judicial or other competent authority to which it is subject, it shall be rendered void, illegal or unenforceable only to that extent and no further.

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IN WITNESS WHEREOF the parties hereto have set their hands the day and year first above written.

SIGNED By ) For and on behalf of THEMIS CONSULTING SDN BHD)

Name of Signatory: Dr. Wong Siaw Ming Themis Consulting Sdn Bhd

in the presence of:-

Name of witness: Prof Dr. Patrice Boursier, On behalf of LMBG Asia

SIGNED by ) For and on behalf of UNIVERSITI TUN ABDUL RAZAK SDN BHD)

Name of Signatory: Prof. Datuk Dr. Md. Zabid Haji Abdul Rashid President & Vice Chancellor in the presence of:-

Name of witness: Assoc. Prof. Datin Dr. Raja Hanaliza Raja Ahmad Tajudin Deputy President, Corporate Services cum Bursar

APPENDIX A