Subject: MEMORANDUM OF UNDERSTANDING (“MOU”) FORMUTUALLY BENEFICIAL ACTIVITIES TO PROMOTE AND DEVELOP LONG-TERM COOPERATION AND COLLABORATION IN RELATION TO LAKEHILL RESORT AND APTEC “SMARTGREENCITY” REALTED PROJECTS IN ISKANDAR MALAYSIA(HEREINAFTER REFERRED TO AS “PROJECTS”) BETWEEN MALAYSIA PACIFIC CORPORATION BERHAD (“MPCORP”) AND LG CNS CO. LTD (“LG CNS”).

Contents

1. INTRODUCTION

Pursuant to paragraph 9.04(o) of the Bursa Main Market Listing Requirements, MPCORP wishes to announce that the Company is entering into a Memorandum of Understanding ("MOU") with LG CNS, whose principal place of business situated atPrimeTower, #10-1 Hoehyun-dong, 2-ga, Jung-gu, Seoul, Koreaon 18 November 2010.

2. INFORMATION ABOUT LG CNS

LG CNS is one of top IT service provider in Asia pacific region offering IT consulting, System &Network Integration, and Outsourcing service with experienced and skillful resources.

3. SCOPE OF COLLABORATION

The scope of collaboration between MPCORP and LG CNS under the MOU are as follows: -

  1. The detailed terms and conditions for such cooperation and each specific project will be agreed by the Parties from time to time as the development progresses;
  2. “Parties” shall not act as a consultant, sponsor or agent for, or be financially interested in, or be associated either directly with any person or company that may be competitive with each “Parties” during the effective period of this “MoU”. “Parties” can invite and work together with 3rd party organizations and companies with prior mutual agreement for the success of “Projects”;
  3. “Parties” shall cooperate with each other regarding “Projects” in exclusive-basis. This exclusive-basis means that “Parties” will not make any business relationship related to “Projects” with the other company during this “MoU” period and “Parties” will not make any agreement similar to this “MoU” with another Malaysia company, and international company during the effective period of this “MoU”(Scope of exclusive “Projects” is defined in paragraph 4);
  4. As an IT services provider and system integrator, “LG CNS” can source external vendors and subcontractors by their independent decision; and
  5. TheMOU shall be also effective in relation betweenLG CNS and subsidiary LakeHill Resort Development Sdn Bhd whichever may be elected by MPCorp in later detailed agreement. (LakeHill Resort Deveopment Sdn Bhd is also entitled to be the contracting party for the project).

4. DEFINITION OF “PROJECTS”

The scope of the “Projects” is as follow: -

  1. Strategic Planning of SmartGreenCity;
  2. ICT(Information & Communications Technology) relatedesign/Construction/Maintenance of SmartGreenCity;
  3. SmartGreenCity as below;
  4. SmartGreenCity Service Areas : Residence, Transportation, Security/Safety, Environment, Tour/Entertainment, Logistic, Business, Digital Landmark, sourcing, distribution, sorting, supply chain, postal and financial services, e-education, etc.;
  5. Wire and Wireless Network; and
  6. SmartGreenCityManagementCenter.
  7. Detailed Scope of Smart Green City will be determined by mutual agreement at the time of the contract. The contract is subject to approval by the board of directors of MPCORP and LakeHill Resort Development Sdn. Bhd.

The Outlook of the “Projects” is as follow: -

Start / End / Contents / Contracts / Remark
Date of Signing / 2010.12 / Business Proposal / N
2010.12 / 2011.04 / Strategic Planning / Y / Detail Outlook and Estimates will be comprised in Business Proposal.
2011.04 / - / Design and Construction
- / - / Maintenance / Y

5. DURATION

This MOU shall come into effect on the date of signing and shall remain inforce for 6 months and shall be renewed if both parties agreed to extend MOU period.

6. TERMINATION

In the event that either party materially or repeatedly defaults in the performance of any of its duties and obligations hereunder, which default shall not be substantially cured within ten days after a written request to the defaulting party, then the party not in default may terminate this Agreement immediately.

This MOU may be terminated at any time without prior notice by either party in the event that a party’s insolvency or bankruptcy.

7. COSTS

The Parties agreed to allocate reasonable resources to give effect to the activities set out under this MOU. Each Party agrees to be responsible for its own costs and expenses, including without limitation legal and accounting expenses, associated with discussions or all activities undertaken in respect of this MOU.

8. ASSIGNMENT

Neither this MOU nor any interest herein may be assigned, in whole or in part, by any Party hereto without the prior written consent of the other Parties hereto, except that any Party may assign this MOU or any interest herein to its parent or subsidiary or any wholly owned subsidiary of its parent with the prior approval of the other Parties. In case of any such permitted assignment the assigning Party will remain liable as guarantor of the assignee.

9. SURVIVAL

The provisions of the Article Confidential Informationwill survive the expiry or earlier termination of this MOU for a period of 1 year and shall be extended by mutual agreement by parties.

10. BINDING EFFECT

This MOU sets forth the entire understanding of the Parties and supersedes any and all prior or contemporaneous agreements, discussions, communications and representations, whether written, oral or otherwise, of the Parties with respect to the subject(s) of this MOU. This MOU do have legal effect on either Party and shall be deemed to be a legally enforceable binding agreement.

11. GOVERNING LAW

This MOU shall be governed by and construed in accordance with the laws of Korea and subject to the exclusive jurisdiction of the courts of Korea in respect of Korean compliance and shall be construed in accordance with laws of Malaysia’s exclusive jurisdiction of courts of Malaysia in respect of Malaysia compliance.

12.DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

In so far as the Directors of MPCORP are aware, none of the Directors nor the major shareholders of MPCORP and/or persons connected to them have any interest, whether direct or indirect, in the above said transaction.