OCULUS LIMITED

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OCULUS LIMITED

(Company Registration No. 198304025N)

FOR IMMEDIATE RELEASE

Oculus to acquire Asia?s leading carbon

credit developer in S$600 million RTO

deal

? Portfolio of 50 million metric tonnes of carbon credits

?

and FY2009Earnings guarantee of not less than S$50 million for FY2008

Singapore, 16 October 2007

pleased to announce that the Company has entered into a Heads of Agreement

(?

(?

company that focuses on creating value from recycling and transforming biomass

waste materials into value added products and energy while generating carbon

credits, for an aggregate consideration of S$600 million (?? Oculus Limited (?Oculus? or the ?Company?), isHOA?) for the acquisition of the entire issued share capital of Aretae Pte LtdAretae?), an environmental resources development and renewable energyConsideration?).

?The proposed acquisition fits in well with Oculus? new business strategy

to focus on environmental and renewable energy businesses. The new

business injection will help to create very significant shareholders? value

and attract more institutional interests to the company.?

- Executive Director of Oculus Limited, Mr. Low Shiong Jin

The Consideration will be fulfilled by the issue of 1.2 billion shares in the capital

of Oculus (?

Consideration Share. This will effectively result in the reverse-take-over (?

of Oculus by Aretae.

To inject a strong vote of confidence into the deal, the key vendors of Aretae will

provide an earnings guarantee of not less than S$50 million for the aggregate

earnings before interest, tax, depreciation and amortization (?

for the financial years ending 31 December 2008 (?

2009 (?

FY2009 to be S$20 million and S$30 million respectively.Consideration Shares?) at the issue price of S$0.50 perRTO?)EBITDA?) of AretaeFY2008?) and 31 DecemberFY2009?). The key vendors expect the EBITDA figures for FY2008 and

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In the event that the earnings guarantee is not satisfied, the key vendors of

Aretae will return shares to Oculus based on a pre-determined formula either by

means of a capital reduction by Oculus or as a purchase by Oculus of the

Returned Shares as treasury shares.

The bullish sentiments come on the back of bright prospects in the international

climate change mitigation industry. Aretae is an environmental solutions company

that focuses on climate change initiatives that can help to combat global

warming. Aretae offers fully integrated services to identify, develop and also

finance projects that can reduce greenhouse gas emissions while supporting

sustainable development through recycling of waste into value added by-products

or energy. These services are offered to assist their clients in reducing green

house gas emissions in their business operations. They also invest independently

or with joint venture partners in such projects. Their current project portfolio

includes converting agricultural waste to compost/fertilizer or energy, and landfill

gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore.

?Climate change is an inconvenient truth. We can choose to ignore it at

great costs to our future generation. If we do nothing now, Stern Review

estimates that the costs and risks of climate change will be equivalent to

losing at least 5% of global GDP each year, now and forever. I hope that our

business will make a small contribution to a better environment as well as

prospects for the future. In fact, it is also a business of the future. As

countries tighten their environmental policies when the impact of climate

change becomes even more apparent, we are ready to exploit these

opportunities?

- Chairman of Aretae Pte Ltd, Mr. David Leong

To date, Aretae has secured over 30 green house gas reduction projects, which

are expected to generate an aggregate of 50 million metric tonnes of carbon

credits. The current market value for a carbon credit for delivery in December

2008 is about Euro 17 or S$35.

Under the Kyoto Protocol, industralised countries have committed to reduce their

greenhouse gas emissions by an average of 5 per cent over the period 2008-

2012, as compared to their 1990 levels. As one carbon credit will give the owner

the right to emit one tonne of carbon dioxide, any shortfall in emissions reduction

targets can be met by purchasing of carbon credits based on a monetary value

determined by the carbon market.

With the implementation of the Kyoto Protocol, Europe has also taken the

leadership role to introduce carbon constraints for electricity generators and

industry under the European Union Emissions Trading Scheme (?EU ETS?). With

Phase II of the scheme rolling out in 2008, targeted industries that produce

greenhouse emissions beyond their capped allowance will have to pay fines of

Euro 100 per tonne of excess greenhouse gas emission.

?The carbon market has experienced phenomenal growth in the last few

years considering that the implementation period of the Kyoto Protocol will

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only commence in 2008. An estimated US$22 billion of carbon credits was

traded in carbon market in the first half of 2007 with an annualized growth

of over 40%. The global carbon market is expected to enter into a new

phase of development as we head into 2008. Carbon credits are now being

transformed from a niche commodity into an established asset class

- Managing Director of Aretae Pte Ltd, Dr. Stephen Lee.?

According to the World Bank in May 2007, estimated demand for carbon credits

will reach the equivalent of 2 billion tonnes of carbon dioxide emissions over the

next five years to 2012. This is not inclusive of any potential demand from

Australia, and the United States which plan to introduce various carbon emission

schemes outside the Kyoto Protocol. This strong demand is expected to fuel the

further development of the carbon market and provide incentives for continued

investment in green house gas reduction projects.

?Going forward, we will be diversifying our portfolio of projects to include

the capturing of coal mine and coal bed methane as well as conversion of

waste from animal farming for energy, and the development of hydroelectric

and solar power. We will also be strengthening our operational

capabilities to realize the full economic potential of our projects. While the

carbon credits generated by these projects provide an important revenue

stream, the core long term revenue will have to come from the sales of the

waste by-products such as compost/fertilizer, and electricity from our

renewable energy business.?

- Chief Executive Officer of Aretae Pte Ltd, Dr Low Chin Nam

In connection with the Proposed Acquisition, the Company will apply for a

transfer to the proposed sponser-supervised board (?the New Board?) which is to

be established by the Singapore Exchange Securities Trading Limited (?SGXST?).

>>> End

About Oculus Limited

Oculus Limited is formally in the business of contact lens and eye-care related products

and services. Recognizing the competitive and challenging environment, Oculus has

entered into a conditional sales and purchase agreement on 21 February 2007 to

dispose its entire contact lens and eye care related business and assets. The Company

has since then shifted its focus towards environmental and renewable energy business

injections.

About Aretae Pte Ltd

Aretae is an environmental solutions company that focuses on climate change initiatives

that can help to combat global warming. Aretae offers fully integrated services to identify,

develop and also finance projects that can reduce greenhouse gas emissions while

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supporting sustainable development through recycling of waste into value added byproducts

or energy. These services are offered to assist their clients in reducing

greenhouse gas emissions in their business operations. They also invest independently

or with joint venture partners in such projects. Their current project portfolio includes

converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in

Malaysia, Indonesia, Vietnam, China and Singapore.

To date, Aretae has secured over 30 greenhouse gas reduction projects, which are

expected to generate an aggregate of 50 million carbon credits over the lives of these

projects, which range from 7 to 10 years. Of these projects, 5 are registered and

operational with a potential of producing 7 million carbon credits, 8 targeted for

registration in 2007 (with potential of 14 million carbon credits), 13 under validation (with

21 million carbon credits) and 5 ready for validation (with 8 million carbon credits). The

current market value for a carbon credit for delivery in December 2008 is about ?17 or

S$35.

For more information, please refer to the company website www.aretae.com

Issued for and on behalf of Oculus Limited

By Financial PR Pte Ltd

For more information please contact:

Mark Lee, Marklee@financialpr.com.sg

Dave Tan, Dave@financialpr.com.sg

Tel: (65) 6438 2990

Fax: (65) 6438 0064

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OCULUS LIMITED

Company Registration No : 198304025N

PROPOSED REVERSE TAKE-OVER OF ARETAE PTE LTD

1. INTRODUCTION

The Board of Directors of Oculus Limited (the ?

the Company has entered into a binding Heads of Agreement (?

2007 with Aretae Pte Ltd (?

Tan Teik Chin (?

collectively referred to as the ?

proposed acquisition by the Company of the entire issued and paid-up share capital of

Aretae which will result in a reverse take-over of Aretae (the ?

The Proposed Acquisition will be subject to conditions as provided for in the HOA and the

terms and conditions to be agreed and set out in the definitive agreements (the

?

the matters contained in the HOA.

In connection with the Proposed Acquisition, the Company will apply for a transfer to the

proposed sponsor-supervised board (the ?

Singapore Exchange Securities Trading Limited (?

becomes operational.Company?) is pleased to announce thatHOA?) dated 15 OctoberAretae?) and Mr. David Leong Chee Leng (?Mr. Leong?), Mr.Mr. Tan?) and Mr. Lee Quee Soon (?Mr. Lee?) (the three of them to beKey Vendors? in this Announcement) in relation to aProposed Acquisition?).Definitive Agreements?) to be entered into between the relevant parties with respect toNew Board?) to be established by theSGX-ST?), when the New Board

As there is no assurance that the Definitive Agreements will be entered into or that

the Proposed Acquisition will be completed, Shareholders are advised to refrain

from taking any action which may be prejudicial to their interests before seeking

advice from their stockbrokers, bank managers, solicitors, accountants or other

professional advisers (as appropriate).

2. ABOUT THE CLIMATE CHANGE MITIGATION INDUSTRY

With the advent of the Kyoto Protocol by the United Nation?s Framework Convention for

Climate Change (?

mitigate climate change. As part of this program, a project development framework has

been developed to provide financing options and incentives to develop projects that

reduce greenhouse gas emissions.

Under the Kyoto Protocol, industrialised countries have committed to reduce their

greenhouse gas emissions by an average of 5 per cent over the period 2008-2012, as

compared to their 1990 levels. As one carbon credit will give the owner the right to emit

one tonne of carbon dioxide, any shortfall in emissions reduction targets can be met by

purchasing of carbon credits based on a monetary value determined by the carbon

market.

With the implementation of the Kyoto Protocol, Europe has also taken the leadership role

to introduce carbon constraints for electricity generators and industry under the European

Union Emissions Trading Scheme (?

2008, targeted industries that produce greenhouse gas emissions beyond their capped

allowance will have to pay fines of ?100 per tonne of excess greenhouse gas emission.UNFCCC?), the Kyoto Protocol has created a global program toEU ETS?). With the phase II EU ETS implemented in

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As one carbon credit will give the owner the right to emit one tonne of carbon dioxide or

greenhouse gas, any shortfall in the greenhouse gas emissions reduction targets can be

met by purchasing carbon credits based on a monetary value determined by the carbon

market.

According to the World Bank in May 2007, the estimated demand for carbon credits will

reach an equivalent of 2 billion tonnes of greenhouse gas emissions over the next five

years to 2012. This is not inclusive of any potential demand from Australia, Canada and

the United States, which plan to introduce various carbon emission schemes outside the

Kyoto Protocol.

The carbon market has experienced phenomenal growth in the last few years considering

that the implementation period of the Kyoto Protocol will only commence in 2008. An

estimated US$22 billion of carbon credits was traded in carbon market in the first half of

2007 with an annualized growth of over 40%. The global carbon market is expected to

enter into a new phase of development as we head into 2008. The Directors of Aretae

believe that carbon credits are now being transformed from a niche commodity into an

established asset class.

3. ABOUT ARETAE PTE LTD

Aretae is an environmental solutions company that focuses on climate change initiatives

that can help to combat global warming. Aretae offers fully integrated services to identify,

develop and also finance projects that can reduce greenhouse gas emissions while

supporting sustainable development through recycling of waste into value added byproducts

or energy. These services are offered to assist their clients in reducing green

house gas emissions in their business operations. They also invest independently or with

joint venture partners in such projects. Their current project portfolio includes converting

agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia,

Indonesia, Vietnam, China and Singapore.

To date, Aretae has secured over 30 green house gas reduction projects, which are

expected to generate an aggregate of 50 million carbon credits over the lives of these

projects, which range from 7 to 10 years. Of these projects, 5 are registered and

operational with a potential of producing 7 million carbon credits, 8 targeted for

registration in 2007 (with potential of 14 million carbon credits) 13 under validation (with

21 million carbon credits) and 5 ready for validation (with 8 million carbon credits). The

current market value for a carbon credit for delivery in December 2008 is about ?17 or

S$35.

4. ABOUT MANAGEMENT OF ARETAE

David Leong, Chairman

David started Aretae Pte Ltd in 1996 initially as an internet and wireless consulting

company. As the Chairman of Aretae, he provides the vision and strategic direction for

the Company. As an entrepreneur, David?s ability to find new opportunities and develop

new businesses is the driving force behind Aretae?s development in the carbon credits

market since 2006. David?s regional experience has also been crucial in developing

Aretae?s strategy in sustainable development in South East Asia and China.

David co-founded Aretae with 6 staff and built the company into one of the leading

internet and wireless consulting companies in Asia with over 200 employees in 4

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countries. He was instrumental in the regional expansion of the company, with the setting

up of offices in Hong Kong, Taiwan and Malaysia.

David began his career in the publishing business and was Head of Interactive Branding

at Interbrand, before he became a strategy and branding consultant for companies in

China and Japan working for customers such as Hakuhodo Brand Consulting, Ajinomoto,

Japan Airlines and Deloitte Consulting. In his career, David has worked with major

telecommunications companies such as Singtel and China Mobile.

Dr. Low Chin Nam, Chief Executive Officer (CEO)

As the CEO of Aretae, Dr. Low is responsible for the strategic development of the Group

and oversees the daily operations and various management functions. Prior to this, Dr.

Low has more than 15 years of strategic business management (development &

operation) experience. He started his career in the elite Administrative Service of the

Singapore Government before leaving for the commercial sector. He was the Divisional

Director, Telecommunications of Keppel Telecommunications and Transportation Ltd

(KT&T) from 1990 to 1995. Subsequently, Dr Low became the Chief Operating Officer

(COO) of MobileOne Ltd (?M1?) from 1995 to 1998 heading a successful launch of M1?s

operations in 1997. During his term as the Managing Director of Digiland Pty Ltd.,

Australia (a subsidiary of Singapore-listed Digiland International Ltd.) from 2000 to 2003,

Dr. Low managed to turn around the company from a loss to profit position.

Dr. Low obtained a Bachelor of Science with First Class Honors in Electronics

Engineering from King?s College, University of London in 1982, and subsequently a

Master of Science in Management Science from Imperial College, University of London in

1983 as well. Dr. Low completed his Ph.D. in Econometrics from Monash University in

Australia in 2006.

Dr. Stephen Lee, proposed Managing Director, Aretae EcoVentures Pte Ltd

Dr. Stephen Lee is proposed to be the Managing Director of Aretae EcoVentures Pte Ltd,

a joint venture company to be established between the Company and Aretae. Dr. Lee

has experience in both government and private sectors relating to environmental

engineering, transportation, infrastructure construction and infrastructure maintenance for

the past 25 years. Prior to this, Dr. Lee was the Director and Principal Engineer at LFGC

Corporation and Terra Bio Plus Corporation since August 2006 and is responsible for the

business development and delivery of engineering projects emphasizing on

environmentally sustainable solution and reduction of Green House Gas emissions

utilising the UNFCCC?s Clean Development Mechanism.

Dr. Lee obtained a Bachelor of Applied Science in Civil Engineering in 1982, a Master of

Engineering (Geotechnical) in 1988 and completed his Ph.D. in Environmental Science in

2005 from University of Ottawa.

5. PRINCIPAL TERMS OF THE PROPOSED ACQUISITION

Pursuant to the Proposed Acquisition but subject to the Definitive Agreements being

entered into, the Company shall acquire the entire issued and paid-up capital of Aretae

(the ?

(?

the Sale Shares (the ?Sale Shares?) as at the date of completion of the Proposed AcquisitionCompletion?), by way of a scheme of arrangement as an offer from the Company forScheme?).

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Consideration for the Proposed Acquisition

The aggregate consideration for the Proposed Acquisition of S$600 million (the

?

the Earnings Guarantee (as defined below) provided by the Key Vendors.

All other terms relating to the Proposed Acquisition will be further negotiated and are

subject to execution of the Definitive Agreements by the Company, Aretae and the Key

Vendors. It has been agreed that the parties will work towards the execution of the

Definitive Agreements by 30 November 2007 (unless otherwise agreed to) and complete

the transactions contemplated thereunder by no later than 30 May 2008 (unless

otherwise agreed to). Shareholders should note that none of the parties are under any

legal obligation to complete the Proposed Acquisition until such time as formal Definitive

Agreements are mutually negotiated, executed and delivered, and the conditions

precedent set out therein being fulfilled or waived. The HOA will remain binding until the

earlier of: (i) the execution of the Definitive Agreements, or (ii) the date falling six months

from the date of the HOA.Consideration?) is arrived at on a willing buyer-willing seller basis taking into account

New Board

The Proposed Transaction will be undertaken on the basis that the Company will be

transferred to and governed by the New Board.

Conditions Precedent to the Proposed Transaction

The Parties hereby agree that the Completion is conditional upon, inter alia, the following

being fulfilled, amended or waived, on or before Completion:

i. establishment of a 50-50 joint venture company between the Company and

Aretae by 31 October 2007 for the procurement and management of new

projects;

ii. completion of a legal and financial due diligence exercise on Aretae to the

satisfaction of the Company, and there being no fact or circumstances

discovered by the Company pursuant to the due diligence exercise which would,

in the opinion of the Company, be of material significance in the context of the

transactions contemplated under the Definitive Agreements;

iii. transfer of the Company to the New Board;

iv. the receipt of the waiver (?

Council (the ?

with the Key Vendors, in respect of their obligation to make a takeover offer of

the Company under the Singapore Code on Take-overs and Mergers (the ?

Code?

where such waiver is granted subject to any conditions, such conditions being

acceptable to the Key Vendors;

v. the approval of the shareholders of the Company being obtained at its

extraordinary general meetings for the Proposed Transaction and all transactions

contemplated under the Definitive Agreements, including the Company?s

independent shareholders passing a resolution to waive their rights to receive a

general offer for their shares arising from the allotment and issue of the

Consideration Shares (the ?Whitewash Waiver?) from the Securities IndustriesSIC?) in favour of the Key Vendors and parties acting in concertTakeover) arising from or in connection with the Proposed Transaction andWhitewash Resolution?);

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vi. the following shareholders of the Company voting in favour of the Proposed

Transaction and all transactions contemplated under the Definitive Agreements

at such extraordinary general meeting(s) convened by the Company for the

Proposed Transaction, where permitted by the relevant authorities, including the

Whitewash Resolution:

(a) Ariel Singapore Pte Ltd; and

(b) Xiang Le Investment Pte Limited

vii. the approval of the respective board of directors of the Vendors (where

applicable), Aretae and the Company being obtained for the Proposed

Transaction and all transactions contemplated under the Definitive Agreements;

viii. all approvals, consents and waivers of the SGX-ST or any other relevant third

party (where applicable) required to complete the Proposed Transaction and all

transactions contemplated under the Definitive Agreements, including the inprinciple

approval of the SGX-ST for the listing and quotation of the

Consideration Shares and the approval of the SGX-ST or any other relevant third

party (where applicable) in respect of the purchase of the Sale Shares by the

Company pursuant to Rule 1015 of the SGX-ST Listing Manual or equivalent rule,

being obtained and if such approvals, consents and waivers are obtained subject

to any conditions and where such conditions affect any party, such conditions to

be fulfilled before the Completion;

ix. the subscription for, issue and allotment, and offering (if any) of, the

Consideration Shares not being prohibited by any statute, order, rule or

regulation promulgated by any legislative, executive or regulatory body or

authority in Singapore or in any other jurisdiction affecting the Vendors; and

x. each of the following shareholders and their Associates (as defined in the SGXST

Listing Manual) shall not have sold, transferred, disposed of or otherwise

dealt with their respective interests in the Company from the date of this HOA

until Completion, and shall have delivered written confirmations of this in form

and substance reasonably satisfactory to the Vendors:

(a) Ariel Singapore Pte Ltd; and

(b) Xiang Le Investment Pte Limited

Undertakings from the Company

Pursuant to the Proposed Transaction, the Company undertakes:

i. to raise up to S$100 million gross cash in the Company upon Completion (?

Raising Exercise

ii. that after the Completion, the Consideration Shares shall constitute no less than

67.5% of the issued share capital of the Company; and

iii. to provide financing for working capital purposes and other operational expenses

in respect of new projects secured by Aretae through a joint venture company set

up by both the Company and the Purchaser (the ?

established, until the Completion.Fund?);JVC?) upon the JVC being

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Undertakings from the Key Vendors and Earnings Guarantee

Pursuant to the Proposed Transaction, each of the Key Vendors undertakes:

i. that at the date of the HOA and at Completion, the Key Vendors held and will

collectively hold not less than 50% of the total issued and paid-up capital of

Aretae and that prior Completion, the Key Vendors shall not dispose of their

shareholdings in Aretae;

ii. to vote in favour of the Scheme in the scheme meeting to be held to approve the

Scheme, and shall use all reasonable endeavours to procure the other

shareholders of Aretae to support and approve the Scheme;

iii. to provide an earnings guarantee to the effect that that the aggregate EBITDA of

Aretae for the financial year ending 31 December 2008 (?

December 2009 (?

Guarantee

S$20 million and FY2009 to be S$30 million respectively;

iv. that in the event the Earnings Guarantee is not satisfied, the Key Vendors shall,

either by way of a capital reduction by the Company or as a purchase by the

Company of the Returned Shares (as defined below) (for nominal consideration)

as treasury shares, return such number of Shares to the Company:

Returned Shares = A/2 x24 ÷ Pr, where

Returned Shares = the total number of shares to be clawed back by the Company

from the Key Vendors

A = S$50 million ? (the audited EBITDA for Aretae for FY2008 and FY2009)

Pr = Market price x No. of issued shares on the day of release of the FY2009

financial results / No. of issued shares at the completion of the Proposed

Transaction, where the market price is based on the average closing price of the 5

market days immediately following the release of the financial results for

Company for FY2009 is released, subject to a minimum of $0.50 per share; and

iv. that all Consideration Shares to be received by them (which shall amount to not

less than 67% of the aggregate Consideration Shares) shall be held in escrow

pending the satisfaction of the Earnings Guarantee. In the event there is a

shortfall from the Earnings Guarantee, the Company may elect to cancel the

Returned Shares from the escrow or purchase the Returned Shares as treasury

shares for an aggregate consideration of S$1.

The parties agree that in the event Aretae achieves a positive EBITDA in excess

of S$10 million for FY2008, the following number of escrow shares may be

released from escrow from such date the audited financial statements of the

Company is released confirming the EBITDA:

Released Shares = FY2008 EBITDA/2 x 24 ÷ V x S x P

Where FY2008 EBITDA = the EBITDA for Aretae for FY2008, as stated in the

audited accounts of Aretae for that financial period

V = $600 million, being the agreed value of the ConsiderationFY2008?) and 31FY2009?) shall be not less than S$50 million (the ?Earnings?). The Key Vendors expect that the EBITDA for FY2008 shall be

7

S = the aggregate number of Consideration Shares

P = the proportion of Consideration Shares owned by the Key Vendors over the

Consideration Shares in aggregate

Introducer?s Fee

The Purchaser shall pay an introducer?s fee to BFI Consultancy Pte Ltd to be satisfied by

the issue of an aggregate of 12,000,000 Shares on Completion.

6. RATIONALE FOR THE PROPOSED ACQUISITION

The Company has incurred losses in each of the financial years since its listing on the

Official List of the SGX-SESDAQ in 2001. Although the Company has registered

improved operating performance, the Directors recognized that the business environment

in the contact lens and eye care related industry will remain competitive and challenging.

In order to put the Company in a better position to identify and acquire new businesses

that are expected to enhance shareholder value moving ahead, the Company has

entered into a conditional sale and purchase agreement on 21 February 2007 to dispose

its entire contact lens and eye care related business and assets (the ?

Disposal

Upon completion of the Proposed Disposal and if the Proposed Acquisition proceeds to

completion, the Company?s main businesses will be that undertaken by Aretae. The

Directors are of the opinion that the Proposed Acquisition is in the best interests of the

Company for the following reasons:

Aretae has developed a good track record in providing climate change solutions to

corporations that seek to reduce their greenhouse gas emissions in their business

operations. Given the heightened awareness of climate change and the commencement

of the Kyoto Protocol compliance period, more corporations are expected to become

more environmental friendly. Aretae is ideally placed to exploit this new and emerging

business with high growth potential. It is therefore an ideal acquisition target which fits

into the Company?s business strategy of diversifying into the environmental and renewal

energy business.Proposed?).

7. VERY SUBSTANTIAL ACQUISITION

The Proposed Acquisition, if proceeded with, will constitute a ?very substantial

acquisition? or ?reverse takeover? as defined in Chapter 10 of the SGX-ST Listing Manual

and would therefore require the approval of the shareholders of the Company (the

?

As the issue of the Consideration Shares will cause the Vendors to come under an

obligation to make a general offer for all the remaining Shares pursuant to Rule 14 of the

Take-over Code, the Company will also be seeking:

(a) the Whitewash Waiver; and

(b) the Whitewash Resolution.

Accordingly, the Proposed Acquisition is also conditional upon the followingShareholders?) and the SGX-ST.

8

shareholders of the Company having voted in favour of the Proposed Acquisition and all

transactions contemplated under the Definitive Agreements at such extraordinary

general meeting(s) convened by the Company for the Proposed Acquisition, where

permitted by the relevant authorities, including the Whitewash Resolution:

(a) Ariel Singapore Pte Ltd; and

(b) Xiang Le Investment Pte Limited

8. INTERESTS OF CONTROLLING SHAREHOLDERS AND DIRECTORS

None of the Directors (other than in his capacity as a Director or shareholder of the

Company) and controlling shareholders of the Company has any interest, direct or

indirect, in the Proposed Acquisition.

9. FURTHER ANNOUNCEMENTS

Further announcements on this matter will be made immediately when the Definitive

Agreements are signed, and in any event, as may be required by the SGX-ST Listing

Manual.

By Order of the Board

OCULUS LIMITED

Low Shiong Jin

Executive Director

16 October 2007