This Subscriber's Licence Agreement ("Agreement") between ITP Technologies (Malaysia) Sdn Bhd (Company No. 606574-P) (formerly known as Feltwell Corporation Sdn. Bhd.) ("ITPM"), a company incorporated in Malaysia and having its business address at 25-30, 3rd Floor, IOI Business Park, No. 1 Persiaran Puchong Jaya Selatan, 47100 Puchong, Selangor, Malaysia, its e-mail address at itp.support @afoofa.com and fax number at 03-8064 8219 and the party identified in Appendix A herein ("Subscriber") and is made on the date described therein ("Effective Date").

RECITALS

A. ITPM is authorized to Licence an internet booking engine software solution(s) known as Netmyne e-Travel Reservation Service ("Solution(s)") more specifically described in Appendix B herein, which facilitates and enables online reservations of flights and hotel accommodation as may be available from time to time supplied by third party suppliers via the Internet.

B. Subject to the terms and conditions set forth in this Agreement, Subscriber desires to apply for the Licence to use the Solution(s) and access the Reservation Service.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Subscriber agrees to the terms and conditions as follows:

TERM & CONDITIONS

1 Definitions

For the purposes of this Agreement, the definitions set forth in this Clause shall apply to the respective capitalized terms:

1.1. "Affiliates" shall mean the related companies of ITPM and/or its licensors, holding companies, subsidiaries and partners.

1.2. "Authorized Administrators" persons duly authorized by the Subscriber to access the administration module of the Solution(s).

1.3. "Billing Partner" shall mean TM NET SDN. BHD. (Formerly known as Multimedia Management Sdn. Bhd., Company No. 451011-M) a company incorporated under the laws of Malaysia and having its Principal Place of Business at TMIT Complex, 3300 Lingkaran Usahawan 1 Timur, 63000 Cyberjaya, Selangor Darul Ehsan, which is the duly appointed by ITPM to bill and collect such fees payable by the Subscriber under this Agreement.

1.4. "Content" shall mean Information Content and Inventory Content collectively.

1.5. "Customer Support Services" shall mean all customer support services which are required by a User / an end-purchaser of the Travel Products, i.e. using e-mails, telephone or otherwise, including but not limited to queries, cancellations or change of requests and liaising with the Suppliers or their respective agents providing the Travel Products.

1.6. "Database" means any data in respect of Flight Data and Hotel Data and any data inserted by the Subscriber and the Users¹ information maintained and hosted by ITPM and/or Affiliates including but not limited to Reservations, cancellation and refund policies, mark-ups or personal contact information of the Users. For avoidance of doubt, all information and/or date in the Database shall belong to ITPM.

1.7. "Fares" include such negotiated fares, promotional fares and seasonal fares, as and when available, of air transportation/ flights provided by Suppliers from time to time.

1.8. "FlightPlatform" shall mean that part of the Solution(s) that enables its subscribers to utilize a series of hosted web pages from a specific URL whereby reservations of flights based on the Flight Data on the designated global distribution system can be made.

1.9. "Flight Data" shall mean the air transportation / flight itineraries with the relevant Fares displayed in the Reservation Service.

1.10. "Fulfilment Services" shall mean the services to arrange the issuance of airline tickets and hotel vouchers (if applicable) to the Users upon each successful Transaction.

1.11. "Government" shall mean the government of Malaysia.

1.12. "Hotel Data" shall mean the information or description in respect of a Hotel including but not limited to room type, room rate, and cancellation and refund policies (if any) maintained and/or hosted by ITPM and/or its Affiliates in a digital database based on the information provided by the Suppliers.

1.13. "HotelPlatform" shall mean that part of the Solution(s) that enables its subscribers to utilize a series of hosted web pages from a specific URL whereby reservations for Hotel accommodation based on the Hotel Data in the Reservation Service.

1.14. "Information Content" includes all information other than Inventory Content displayed in the ITP Hosted Pages, provided by ITPM and/or its third party suppliers.

1.15. "Inventory Content" includes "Flight Data" and "Hotel Data" displayed in the Reservation Service.

1.16. "ITPM Hosted Pages" shall mean the web pages hosted by ITPM for the Subscriber to access the Solution(s) and use the Reservation Service.

1.17. "Reservation" shall mean any booking or reservation of flights and/or hotel accommodation made using the Reservation Service.

1.18. "Reservation Service" means the online travel reservation system powered by the Solution(s) that displays the Inventory Content.

1.19. "Suppliers" shall mean third party providers of the inventory for the flights and hotel accommodation in the Reservation Service and such other independent supplier(s), which includes travel agents, the relevant airlines and hotels.

1.20 "Subscriber's ID" means the login identity(ies) and password(s) ("Passwords") issued to the Subscriber to identify the Subscriber's account for the use of the Reservation Service and for the purpose of enabling the Subscriber and persons authorized by Subscriber (Authorised Administrators) to access the administration module of the Solution(s).

1.21. "Transaction" means a confirmed Reservation via the Subscriber's ID account and evidenced by a Passenger Name Record ("PNR") and/or an e-mail confirming a hotel reservation subject to the relevant Supplier¹s terms and conditions.

1.22. "Users" shall mean the consumers or purchasers of flights and/or hotel accommodation using the Reservation Service.

1.23. Words importing the masculine gender shall include the feminine and neuter genders. Words importing the singular shall include the plural and vice versa. Headings are for convenience of reference only.

2 Consideration

2.1 In consideration of the Subscriber's payment of the relevant fees to ITPM described in Appendix C herein and SUBJECT TO the terms and conditions set out in herein this Agreement, ITPM hereby agrees to:

(a) Subscriber's ID Upon the receipt of ITPM of the Set Up Fee described in Appendix C, ITPM shall issue the Subscriber with a Subscriber's ID and Passwords for the purpose of enabling the Authorized Administrators of the Subscriber to access the administration module to the Solution(s).

(b) Grant of Licence to use Solution(s) & Reservation Service Grant the Subscriber a non-exclusive, non-transferable, limited right to access and use the Solution(s) ("Licence") more particularly described in Part 1 of Appendix B, for the duration of this Agreement, PROVIDED ALWAYS THAT the Subscriber shall adhere to the terms and conditions herein and pay the Monthly Licence Fee as described in Appendix C.

3. Conditions of Licence and Use of Reservation Service

The Subscriber acknowledges and agrees that the Licence granted herein are subject to the following terms and conditions:

3.1 The Subscriber hereby irrevocably grants ITPM the absolute right to appoint, on behalf of the Subscriber, the persons / bodies to provide Fulfilment Services and/or Customer Support Services to Users to complete and fulfil the Transactions (where applicable) in accordance with the standard operating procedures and service levels as may be determined by ITPM from time to time. ITPM reserves the right to require the Subscriber to enter into an agreement with such ITPM¹s nominated persons / bodies directly, to provide the Fulfilment Services and/or Customer Support Services, failing which, ITPM reserves the right to immediately terminate this Agreement. For the avoidance of doubt, the continued use of the Solutions(s) and/or the Reservation Service by the Subscriber shall mean the Subscriber's acceptance of the terms of appointment of such persons / bodies nominated by ITPM. ITPM reserves the right to change the appointed persons / bodies at ITPM¹s discretion by notifying the Subscriber in due course.

3.2 The Subscriber shall not contravene any law, regulations, legislations, guidelines wherever applicable and in whichever jurisdiction, in relation to the use of the Solutions and Reservation Service under this Agreement. In the event of any amendments or changes in the law, regulations, legislations and guidelines that may affect the Subscriber under this Agreement, the Subscriber agrees to comply accordingly including application of permits and licences required by the Government (if any).

3.3 ITPM may add, replace and/or remove any Supplier to / from the Reservation Service at anytime without prior notice to the Subscriber.

3.4 ITPM may add, replace, remove, amend, delete and/or modify the Information Content and/or the Inventory Content in the Reservation Service at anytime without prior notice to the Subscriber.

3.5 The Subscriber shall not be entitled to seek any damages and/or compensation howsoever from ITPM and/or its Affiliates and/or any of the Suppliers in the event of such modification of the Inventory Content or cessation of the participation of any supplier to provide any of the Inventory Content.

3.6 ITPM may alter, replace, remove, modify and/or enhance the provision of any part or all of the Solution(s) and/or the Reservation Service at its absolute discretion without prior notice to the Subscriber.

3.7 The Subscriber consents to receive any marketing information from ITPM and/or its Affiliates by any manner whatsoever, from time to time.

3.8 The Subscriber shall keep confidential and bear full responsibility for ensuring that all reasonable steps are taken to safeguard the proper use, security and confidentiality of the Subscriber's ID and Passwords. ITPM and/or Affiliates shall assume and deem that any person accessing or using the Solution(s) using those Subscriber's ID and Passwords are the Subscriber's Authorized Administrators.

3.9 The Subscriber further agrees to keep confidential and bear full responsibility for the Database and all electronic information, including Users' information, email and financial, accounting, cancellation and refund policies (if any) and other data entered through or under the authorized Subscriber's ID or passwords into the Solution(s). In the event of any conflict between the information provided by the Subscriber in the Reservation Service via the Solution(s) and the Flight Data and/or Hotel Data, the Flight Data and the Hotel Data shall take precedence.

3.10 The Subscriber agrees to comply and to ensure that all Authorized Administrators comply with all advice and instructions given by ITPM and/or Affiliates from time to time with regard to the access to the Solution(s) and all matters in connection with this Agreement.

3.11 The Subscriber agrees not to:

(a) act in any manner which is inconsistent with the intellectual property rights of ITPM, its licensors and Affiliates and the terms and conditions governing the Licence set out in this Agreement and/or all advice and instructions given by ITPM from time to time with regard to access and use of the Solution(s) and/or the Reservation Service;

(b) cause or permit the disclosure, copying, renting, selling, assigning, transferring, conveying, licensing, sublicense, leasing, dissemination, distribution or the access to the Solution(s) or propagate the Solution(s) by creating its own links to the Solution(s) or any part thereof and/or the Reservation Service hereof by any means (whether by operation of law or otherwise) or in any form to any distributor or reseller or any other third party whatsoever without the prior written consent of ITPM unless otherwise permitted pursuant to the terms of this Agreement;

(c) reverse engineer, hack, alter, tamper, modify, replicate the Solution(s) or in any way exploit for the Subscriber's own commercial benefit or for the benefit of another, or do or allow to be done anything whatsoever which is contrary to the purpose for which the Solution(s) is provided in accordance with this Agreement;

(d) permit any form of shared use of the Solution(s) for any purposes whatsoever except strictly in accordance with the provisions of this Agreement;

(e) not to alter, tamper with or modify the Information Content and the Inventory Content.

4. Suspension Of Solution(s)

4.1 ITPM may, at any time, at ITPM's sole and absolute discretion, disable, discontinue, temporarily suspend or restrict the Subscriber and/or the Users access, to any part or all of the Solution(s) and/or the provision of the Content Services and/or the Reservation Service (as the case may be) or to any module/component of any or all of the Solution(s) and/or the Reservation Service and/or the provision of the Content Services:

(a) for the purpose for repair, maintenance or improvement, upgrading or for any reason whatsoever, without being required to give any reasons therefore or advance notice to the Subscriber for such duration as shall be determined by ITPM and

(b) in instances where the performance of the Solution(s) and/or the provision of any Services is adversely affected due to the Subscriber's and/or the Users (if applicable) actions or inactions ("Disabling Events"), such suspension or restriction shall continue until such time that the Disabling Events are rectified or corrected by the Subscriber and/or the Users (if applicable), as the case may be, to ITPM's full satisfaction.

The Subscriber agree that the Subscriber shall not be entitled to any damages, setoff, discount, refund or other credit from ITPM in the event of any of the above-mentioned disconnection or service outage.

5. Term and Termination

5.1 This Agreement shall commence from the date of this Agreement for a minimum term of ONE (1) year ("Initial Term") and shall continue indefinitely subject to yearly review of the Monthly Licence Fee (if any) at ITPM's discretion, which shall be notified by ITPM to the Subscriber. The continued access to the Solution(s) and use of the Reservation Service by the Subscriber shall be deemed acceptance of the review Monthly Licence Fee (if any). In the event that the Subscriber wishes to terminate after the Initial Term, the Subscriber shall submit a sixty (60)- day-prior-written notice to ITPM.

5.2 Notwithstanding ITPM's right to terminate under Clause 3.1 above, ITPM shall be entitled to terminate this Agreement at any time by giving the Subscriber a thirty (30)-day written notice which shall be deemed as served if sent to the Subscriber's designated contact e-mail address or in any other manner as indicated herein.

5.3 In the event of any failure by the Subscriber to pay any fees or charges due to ITPM or breach of any of the terms and/or conditions of this Agreement, ITPM shall be entitled to immediately disconnect or disable the Subscriber's access to the Solution(s) and Reservation Service or terminate this Agreement forthwith without any further notice to the Subscriber and strictly without prejudice to any of ITPM¹s legal remedies. In the event that the Subscriber shall remedy its breach(es) and request for a re-connection to the Solution(s) and the Reservation Service, ITPM may re-connect the same upon ITPM's receipt of a re-connection fee of RM50-00 or such sum as may be determined by ITPM from time to time.

5.4 Upon the expiration or termination of the entire Agreement for any reason whatsoever:

(a) all rights granted herein shall immediately be revoked and ITPM shall be entitled to disconnect or disable the Subscriber¹s access to the Solution(s) and Reservation Service;

b) the Subscriber shall return to all copyrighted materials provided in connection to the Solution(s) and/or Licence granted herein;

(c) all fees and charges owing to ITPM (if any and remains unpaid) by the Subscriber shall immediately become due and payable; and

(d) in the event of any advance payment made by the Subscriber to ITPM under this Agreement, there shall be no refund of such payments.

5.5 Notwithstanding the termination of this Agreement, the provisions of this Agreement, which by their nature and intent should survive any termination of this Agreement, shall so survive.

6. Systems Requirement

6.1 The Subscriber shall be solely responsible, at its own cost and expense, obtain and maintain the equipment and all necessary telecommunications equipment, hardware, software and other equipment necessary to obtain and maintain the access to the Solution(s) and/or the Reservation Service.

6.2 Notwithstanding anything contained herein, ITPM makes no representations, warranties or assurances that the Subscriber's equipment mentioned above will be compatible with the Solution(s) and/or the Reservation Service.

6.3 The Subscriber acknowledges that it is possible that data may be accessed by unauthorized third parties when transmitted electronically via the Internet, other network communications facilities, telephone or any other electronic means and ITPM and/or its Affiliates shall not be held responsible for any compromise in security of data transmissions.

7. Intellectual Property Rights

7.1 The Subscriber hereby acknowledges and agrees that ownership and all intellectual property rights in and to the Solution(s) or any part thereof and/or the Reservation Service and/or the Information Content and/or the Inventory Content together with any changes, corrections, enhancements and modifications thereto shall at all times remain exclusively with ITPM and/or its Affiliates or the party credited as the provider of such Content and nothing in this Agreement shall be construed as granting any transfer, assignment of, or conferring any such intellectual property rights to the Subscriber.

7.2 The Subscriber agrees not to take nor allow any action that would be inconsistent with ITPM's rights and/or of its Affiliates. The Subscriber agrees that the Subscriber does not acquire by virtue of this Agreement or by any use of the Solution(s) and/or the Reservation Service and/or the Content Services, any rights, interest or title in the same.

7.3 Any materials relation to the Solution(s) and/or the Reservation Service and/or Content Services including but not limited to application programming interface documents, operating guides, user guides, administration guides ("Documentation") is provided in any form whatsoever, shall at all times remain the sole and exclusive property of ITPM and/or its Affiliates and shall be subject to the terms and conditions governing our Intellectual Property as provided above.

7.4 The Subscriber further acknowledges and agrees that the copyright in the Documentation vests in ITPM and/or its Affiliates and will not take and hereby undertake not to make any copies thereof, publish, reproduce or distribute the Documentation.

8. Subscriber's Representations

8.1 The Subscriber represents, warrant and covenants that the Subscriber has sufficient authority to enter into this Agreement. Save and except as has been expessly disclosed in writing to ITPM prior to the execution of this Agreement, there are no bankruptcy actions or winding up petitions or legal actions taken against the Subscriber.

9. Disclaimer & Limitation of Liability

9.1 To the extent permitted by law, the parties hereto agree that the Solution(s), Reservation Service and the Content Services provided by ITPM hereunder, and associated web sites, content, information and technology are provided "as is" and without warranty of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, non-interference, accuracy, uninterrupted service, error-free services or security of any information transmitted through the internet. Except as required by applicable law, in no event will ITPM be liable for any consequential, incidental, special or exemplary damages in connection with this Agreement or its subject matter, regardless of the legal or equitable theory giving rise to such damages.

9.2 The Subscriber agrees that ITPM and/or its Affiliates shall not be liable for any loss or damage whatsoever incurred by the Subscriber and/or Users as a result of utilization or non-utilization or non-fulfilment by any Supplier of any flights and/or hotel accommodation in any manner whatsoever.

9.3 Except as required by applicable law, the parties hereto agree that in no event will ITPM's cumulative liability under this Agreement or in connection with its subject matter exceed the monies received by ITPM from the Subscriber from the date of this Agreement or Ringgit Malaysia One Thousand (RM1,000-00) Only, whichever shall be the lesser.

9.4 The Subscriber agrees that the foregoing disclaimers and limitations of liability form an essential element of this Agreement and that the consideration and other terms set forth herein would have been materially different in the absence of such provisions.

10 Indemnity

10.1 The Subscriber shall fully indemnify and keep indemnified at all times ITPM and hold ITPM and its employees, agents, officers and directors harmless from and against all loss, damage or liability incurred and will defend or settle at the Subscriber's expense any action, claim, demand, liability or other proceeding brought against ITPM (including legal fees and disbursements incurred by ITPM), directly or indirectly arising out of or in connection with any breach by the Subscriber of any of the Subscriber's obligations herein and/or as a result of the use of the Solution(s), Reservation Service and the Content Services by the Subscriber and/or the Users and any wilful, unlawful or negligent act of omission of the Subscriber.

11 Variation

11.1 The Subscriber agrees that ITPM shall have the right to change, alter, subtract, add to and/or otherwise vary ("Variation") any of the terms and conditions of this Agreement at our sole and absolute discretion at any time with reasonable notice to the Subscriber. For the purposes of this clause, "reasonable notice" shall mean notice given by ITPM to the Subscriber by any means, fourteen (14) days ("Notice Period") prior to the implementation of such alteration, subtraction, addition and/or variation.

11.2 In the event that the Subscriber is not agreeable to any of Variation, the Subscriber may elect to terminate this Agreement by giving ITPM written notice prior to the expiration of the Notice Period. The continued use and access of the Solutions and/or the Reservation Service and/or Content Services after the Notice Period shall be deemed as acceptance of the Variation.

12. Miscellaneous

12.1 The Subscriber agrees that ITPM shall have the right from time to time, to include the Subscriber in ITPM¹s customer listings and may use the Subscriber's name and logo on ITPM¹s marketing materials relating to the Solution(s).

12.2 A waiver of any breach of this Agreement must be in writing and signed by an authorized person on behalf of the party granting the waiver. No failure to exercise or a delay in exercising any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

12.3 Except for any payment obligations, neither party shall be deemed to be in breach of this Agreement nor liable for any delays or failure in the performance of any of its obligations under this Agreement, in the event and to the extent that performance thereof was delayed or prevented due to a cause beyond the reasonable control of that party, including but not limited to action, inaction of any governmental or local authority, civil unrest, war, acts of God, industrial disputes, strikes, lock-outs, power failure, computer, electronic or electrical system failure, malfunction or breakdown, failure of internet transmission or links, hacking, contamination or corruption or malfunction of the Solution(s), the Reservation Service and/or the Content.

12.4 All notices, agreements, requests, instructions, permissions, approvals, demands and other communications shall be in writing and may be served by personal delivery, ordinary post or electronic mail or facsimile transmission to the address, e-mail address and fax provided in this Agreement and shall be deemed to be effectively served on such party if served by personal delivery on the day of delivery, if served by ordinary post on the day immediately after the date of posting, or if served by electronic mail or facsimile, on the date of transmission.

12.5 Nothing in this Agreement shall create any partnership, agency, joint venture or any other relationship between the parties.

12.6 This Agreement shall be governed by and construed in accordance with the laws of Malaysia without regard to any of its conflict of laws provisions and the parties hereto agree to submit to the exclusive jurisdiction of the Malaysian courts.

12.7 This Agreement and all ITPM's rights hereunder may be freely assigned, novated, transferred or otherwise dealt with by ITPM without the Subscriber's prior consent. The Subscriber's rights and obligations under this Agreement may not be assigned without ITPM's prior written consent.

12.8 This Agreement shall be binding upon and shall inure to the benefit of the permitted assigns and successors-in-title of each party.

12.9 In the event any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction, such provision shall be severed from this Agreement to the extent of such invalidity or unenforceability without invalidating the remaining provisions of this Agreement that shall continue in full force and effect notwithstanding such severance.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written and do each hereby warrant and represent that their respective signatory appearing herein below has been and is on the date of this Agreement duly authorized by all necessary corporate action to so execute this Agreement.

Appendix A

Description of the Subscriber:

Appendix B

The usage of each ITP module is described as below:

Appendix C

3. The Subscriber hereby acknowledges that non-receipt of statement of account, bill, statement or any correspondence in relation to the Licence granted herein this Agreement shall not be a valid reason for the Subscriber to hold back or delay any outstanding payment due to ITPM.