General Announcement
Reference No O&-041006-59352

Submitting Merchant Bank	:	K & N KENANGA BHD
Company Name	:	ASIAEP BHD (MESDAQ Market)
Stock Name	:	ASIAEP
Date Announced	:	06/10/2004


Type	:	Announcement
Subject	:	ASIAEP BERHAD ("AsiaEP" or the "Company") Memorandum of Understanding between the Company, PK Education Sdn Bhd ("PKE") and JobsDB Malaysia Sdn Bhd ("JobsDB")

Contents :

On behalf of the Board of Directors of AsiaEP (the "Directors"), K&N Kenanga Bhd, is pleased to announce that the Company had on 6 October 2004 entered into a memorandum of understanding for a strategic partnership (the "MOU") with PKE and JobsDB (collectively the "Parties") to mutually sell or market each Party's products (including new products or a combination of products of the Parties) to each other's clients. In addition, the Parties also agree to provide mutual access to each other's websites by hyper-linking each Party's website to the other.

The purpose of this MOU is to continuously synergize on each other's strengths, database and goodwill.

Brief background of JobsDB and PKE

PKE is a company incorporated in Malaysia operating the Centre for Leadership and Professional Development ("LEAP"), which is a division of the Nilai International College. LEAP provides corporate training programs via its website featuring the college's corporate information, programs offered, memberships, promotions and news articles.

JobsDB is a company incorporated in Malaysia which powers a website on the Internet featuring the following:-

(a) Job Search function with full-featured search engine for job seekers to search for jobs in JobsDB.com; and

(b) Job alert function for job seekers to register as a subscriber of the service daily job alert e-mails.

Under the terms of the MOU, JobsDB will provide its "My Job Profile" function for job seekers to review job vacancies based on pre-defined search criteria as a subsection within LEAP's free email feature and AsiaEP will provide LEAP with access and/or usage of its e-Solutions and eMarketplace programs as well as other value added services (collectively referred to as the "Contents").

Salient Terms of the MOU

The salient terms of the MOU are as follows:-

1. The terms of the MOU shall commence on the date of the MOU for a period of 12 months, with an option to renew for another 12 months subject to the Parties giving not less than one (1) month's written notice to the other members of the Parties before the expiration of the first 12 months ("the Term").

2. During the Term or until the earlier termination of the MOU, the Parties shall:-

(i) continue with all obligations as per the co-branding agreement previously signed between the Parties on 2 March 2004;

(ii) prepare a special joint promotional package for LEAP, JobsDB and AsiaEP members; and

(iii) bear its own cost with respect to any expenses that may arise from the provision of any materials that are to be furnished to the Parties for any promotions, exhibitions, roadshows or functions.

3. The Contents shall contain only information relating to recruitment, job vacancies, corporate training programs and related information and no change in the nature of the Contents or structure of the above mentioned co-branding services is permitted unless with the prior written consent of the Parties.

4. JobsDB and AsiaEP shall indemnify and keep LEAP and its agents and sub-contractors indemnified against any action, liability, cost, claim (including any third party claims), loss, damage, proceeding, expense (including legal costs on solicitor and own client basis) suffered or incurred by LEAP or its agents or sub-contractors arising from any breach by JobsDB or AsiaEP of any of its obligations, representations or warranties under the MOU. LEAP shall also provide similar indemnities to JobsDB and AsiaEP.

5. JobsDB and AsiaEP disclaims any warranty or responsibility that the Contents will be error-free and which provision will be uninterrupted, and can be duly transmitted from or to, or that the Contents can be accessed by, viewed or downloaded by any third party; whereas PKE disclaims any liability for any error, omission or misstatements arising from the Contents, and any responsibility in the exercise of any editorial control over the contents.

6. Nothing in the MOU shall give JobsDB or AsiaEP any right in respect of any trade marks or trade names or any other intellectual property right of any nature in or in relation to the service or the goodwill of PKE. In addition, JobsDB or AsiaEP shall not use or claim any right in such proprietary property without the prior written consent of PKE. This similarly applies to PKE with respect to the said intellectual property rights of JobsDB and AsiaEP.

7. Subject to the terms of the MOU, the MOU shall terminate at the end of the Term or if: -

(i) The other party is in breach of any of the terms of the MOU and, where the breach is capable of remedy, the other party has failed to remedy the breach within 14 days of the date of a written notice from the non-defaulting party specifying the breach and requiring its remedy;

(ii) The other party appoints, or has appointed to it, a liquidator, receiver or administrator or enters into any scheme of arrangement with its creditors;

(iii) The other party without reasonable excuse and/or despite written notice from the non-defaulting party has failed to commence or neglected to comply its duties and obligations or breached any terms and conditions under the MOU; or

(iv) A winding-up petition is filed against the other party or the other party's business becomes insolvent.

Statement by the Directors

The Directors are of the view that the MOU provides an opportunity to tap on each Parties' expertise to complement each other's strengths in the areas of technology, domain knowledge, client resources, infrastructure, and business markets so as to successfully deliver strong value propositions for members of AsiaEP, JobsDB and PKE. Furthermore, the strategic partnership will allow the Parties to integrate their collective strengths to deliver innovative services for their members. The strategic partnership will also provide AsiaEP the opportunity to extend its e-Marketplace services and e-Business Professional Training Program to the enterprises already with JobsDB and LEAP and other verticals as well.

The MOU is only a strategic partnership memorandum of understanding between the three companies and is not subject to a formal agreement. The MOU also does not require any financial commitment by the Company to put the partnership on-stream. In view of this, the Directors are of the opinion that the MOU will not have any material effects on AsiaEP's financial results for the current financial year ended 28 February 2005. However, it is expected that the partnership will yield results and add value to the profile and business of the Company in the long run.

Directors' and Substantial Shareholders' Interest

The Directors and the substantial shareholders of the Company do not have any interest, directly or indirectly, in the MOU. In so far as the Directors and the substantial shareholders of AsiaEP are able to ascertain and are aware, no persons connected to them have any interest, directly or indirectly, in the MOU.

This announcement is dated 6 October 2004.