SUPPLEMENTAL TRUST DEED

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					                            SUPPLEMENTAL TRUST DEED
                                  FIVE (5) YEAR
                 REDEEMABLE CONVERTIBLE SECURED NOTES 2002/2007
                WITH AN AGGREGATE NOMINAL VALUE OF RM288,820,655.00


THIS SUPPLEMENTAL TRUST DEED is made this 8th day of April 2005,

BETWEEN: -


1.        GULA PERAK BERHAD (Company No. 8104-X ), a company incorporated under the
          laws of Malaysia and having its registered office at Level 7, Dynasty Hotel Kuala Lumpur,
          218 Jalan Ipoh, 51200 Kuala Lumpur (“the Company”) of the first part;

          AND

2.        UNIVERSAL TRUSTEE (MALAYSIA) BERHAD (Company No. 17540-D), a company
          incorporated under the laws of Malaysia and having its registered office at No.1, Jalan
          Ampang (3rd Floor) 50450 Kuala Lumpur (“Trustee”) of the other part;

          AND

3.        SIGNET SHARE REGISTRATION SERVICES SDN BHD (Company No. 506293-D), a
          company incorporated under the laws of Malaysia and having its registered office at Level 26,
          Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur
          (“the Paying Agent”) of the last part.


RECITALS:

A.        Issuance of 2002/2007 Notes: By an ordinary resolution of directors the Company dated 8th
          July 2002 and the shareholders of the Company passed at its Extraordinary General Meeting
          held on 23th July 2002, the said directors and the Company have resolved to issue the five (5)
          year Redeemable Convertible Secured Notes 2002/2007 with an aggregate nominal value of
          Ringgit Malaysia Two Hundred Eighty Eight Million Eight Hundred Twenty Thousand Six
          Hundred and Fifty Five (RM288,820,655.00) only with a coupon rate of Six percentum (6%)
          per annum payable on the Coupon Payment Dates (as defined in the Principal Trust Deed)
          (“2002/2007 RCSN”) at an issue price of Sen Eighty One Point Two Four (Sen 81.24) only
          in respect of each 2002/2007 RCSN.

B.        Principal Trust Deed: The Parties herein have entered into a Trust Deed on the 11th
          December 2002 (“the Principal Trust Deed”), where the Trustee has agreed to act as trustee
          for the benefit of the Holders (as defined therein) of the 2002/2007 RCSN upon the terms and
          subject to the conditions hereinafter appearing.

C.        Execution of Supplemental Trust Deed: Certain events and circumstances have taken place
          which require the parties to execute another supplemental trust deed to vary, amend and
          supplement the terms and conditions of the Principal Trust Deed, AND the parties are now
          desirous of amending the terms, conditions and provisions of the Principal Trust Deed upon
          the terms and subject to the conditions of this Supplemental Trust Deed.




Supplemental Trust Deed                                                                           Page 1
THIS SUPPLEMENTAL TRUST DEED WITNESSETH AS FOLLOWS:-

1.        AMENDMENT TO THE PRINCIPAL TRUST DEED

1.1       The parties hereby agree to insert, amend and replace the following clauses of the Principal
          Trust Deed as follows:

          1.1.1     Clause 1.1 of the Principal Trust Deed

                    The following word and expression shall be inserted in the definition section of the
                    Principal Trust Deed:

                     “approved adviser”             means a licensed merchant bank, universal broker or
                                                    an adviser carrying on business in Malaysia as
                                                    approved by the Securities Commission and selected
                                                    by the Directors for the purposes of this Trust Deed.

          1.1.2     Replacement of “approved merchant bank”: All references to “approved
                    merchant bank” in the Principal Trust Deed shall be amended to “approved adviser”.


2.        PRINCIPAL TRUST DEED STILL SUBSISTING

2.1       Principal Trust Deed Still Subsisting: This Supplemental Trust Deed shall be construed as
          one with the Principal Trust Deed. Accordingly, without prejudice to the generality of the
          foregoing, the term “these presents” or “this Trust Deed” as used in the Principal Trust
          Deed, and all references to Trust Deed, howsoever expressed, in all other instruments and
          agreement executed thereunder or pursuant thereto shall, for all purposes, refer to the
          Principal Trust Deed as amended, modified and supplemented by this Supplemental Trust
          Deed.


3.        ACKNOWLEDGEMENT

3.1       Acknowledgement: The Parties hereby expressly acknowledge that they have each read,
          understood and accepted the various terms and conditions herein contained.


4.        BINDING EFFECT AND ASSIGNMENT

4.1       Successors Bound: This Supplemental Trust Deed shall be binding upon the respective
          successors in title, permitted assigns, heirs, estates and personal representatives of the Parties
          hereof.

4.2       Assignments: The Parties hereto shall not be entitled to assign its rights and obligations
          hereunder without the prior written consent of the other Party, which consent shall not be
          unreasonably refused or delayed.


5.        MISCELLANEOUS

5.1       Time: Time shall be of the essence as regards the provisions of this Supplemental Trust Deed,
          both as regards the times and periods mentioned herein and as regards any times or periods
          which may, by agreement between the Parties, be substituted for them.



Supplemental Trust Deed                                                                               Page 2
5.2       Governing Law: These presents shall be governed by and construed in accordance with the
          laws of Malaysia and the Company and the Trustee shall submit to the non-exclusive
          jurisdiction of the Courts of Malaysia in all matters connected with the writ of summons or
          any legal process in respect of any such action or proceeding may be effected on the
          Company and/or the Trustee by forwarding a copy of the writ of summons statement of claim
          or other legal process by registered post to their respective addresses as indicated herein.

5.3       Effective Date: This Supplemental Trust deed shall take effect from the date first hereinabove
          entered, irrespective of the diverse dates upon which the respective Parties may have executed
          this Supplemental Trust Deed.

5.4       Cost and Expenses: The Company shall bear all costs and expenses, including stamp,
          documentary, registration or similar duty or similar duty or tax, incurred and such reasonable
          solicitor’s fees incurred by the Trustee in connection with the preparation, negotiation and
          entry into of these presents.


6.        INTERPRETATION

6.1       Definitions used in the Principal Trust Deed to be applicable: The expressions used
          herein shall, unless repugnant to the context, have the same meanings as defined in the
          Principal Trust Deed.
            __________________________________________________________________

                  THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
                     THE EXECUTION PAGE FOLLOWS IMMEDIATELY




Supplemental Trust Deed                                                                           Page 3
Supplemental Trust Deed   Execution Page

				
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