GLOBAL

On 22 August 2003, an agreement was arrived at and entered into between DB, Victoria Houseand USB in relation, inter alia, to Victoria House's acquisition of a 100% interest in USB.Consequently, on 22 August 2003, Healthcare and Victoria House entered into an agreement torescind the said assignment of 16 July 2003. For more details on the agreement between DB,Victoria House and USB, please refer to pages 62 to 64 of this Prospectus.(ix)Agreement between Victoria House and our controlling shareholder, Healthcare Group Inc andour Executive Directors Cynthia Poa Kheng Bee and Serene Ali TanAs mentioned above, on 22 August 2003, Victoria House entered into an agreement with MrDonald Black (``DB'') for the sale by him, and the purchase by Victoria House of 100% of hisequity interest in USB (the ``DB Agreement''). In connection with the DB Agreement, VictoriaHouse paid on behalf of DB, a sum of US$937,372 to GNC (the ``DB Debt'') in settlement of adebt owing by DB to GNC for the operation of GNC franchise in US military and naval bases inKorea and Japan. In addition, Victoria House also disbursed a loan of US$25,000 to DB (the ``DBLoan'') which was paid by Victoria House directly to GNC Inc at the instructions of DB insettlement of certain other debts owing by DB to GNC Inc. The DB Debt and the DB Loan tobe hereinafter collectively referred to as (``DB Recovery Debt''). Subsequently, DB approachedVictoria House to vary certain terms and conditions in the DB Agreement which Victoria Housewas not prepared to do.A deed of undertaking dated 24 th day of November 2003 was entered into between VictoriaHouse and our controlling shareholder, Healthcare and our Executive Directors Cynthia PoaKheng Bee and Serene Ali Tan pursuant to which Healthcare, Ms Poa and Ms Tan jointly andseverally undertook that in the event Victoria House fails for any reason whatsoever tocomplete its acquisition of 100% of the equity interest in USB, and Victoria House does notrecover from DB the full DB Recovery Debt amount by 1 September 2004 (or such other dateas the independent directors of Global Active Limited may decide) (the ``Recovery Deadline''),Healthcare, Ms Poa and Ms Tan shall pay Victoria House (without any deduction or set-off) thedifference between the DB Recovery Debt amount and the amount of the DB Recovery Debtactually recovered by Victoria House from DB, within thirty (30) days from the RecoveryDeadline date.However, as the acquisition of the entire equity interest in USB has been completed on 1December 2003, the abovementioned undertaking would no longer be applicable.(x)Legal services provided by Messrs David Lim & PartnersThe law ®rm of Messrs David Lim & Partners was engaged by Victoria House as its legal advisersin the transaction involving the acquisition of the entire equity interests in USB. Our independentdirector Mr David Lim is a partner of Messrs David Lim & Partners. Legal fees and disbursementsof S$36,966.80 is payable by Victoria House to Messrs David Lim & Partners for their services.CURRENT TRANSACTION WITH INTERESTED PERSONSProvision of insurance brokering services by companies related to Executive DirectorsThe Pan Group, comprising Pan Resources Pte Ltd (``Pan Resources'') and Pan GIA Pte Ltd (``PanGIA''), provides insurance broking services to our Group.The shareholders of Pan Resources and Pan GIA are Ms Poa King Chew, Mr Young Kuan Sing andMs Lim Joo Bee. Ms Poa King Chew is the sister and Mr Young Kuan Sing is the brother-in-law of ourExecutive Director, Ms Cynthia Poa Kheng Bee.As our insurance brokers, they source from the market the most competitive insurance plan(s) thatmeets our Group's needs. All premiums on our insurance policies are remitted directly to theinsurance companies.The Pan Group of companies derive their commissions from the insurance companies, and not fromour Group.113