1. Introduction

The Board of Directors of Oculus Limited (?

that the Company has on 2 October 2007 entered into a joint venture agreement (the ?

Venture Agreement

establish a joint venture company (the ?

advising on, managing and running waste-handling & disposal and renewable energy &

sustainable development projects (collectively the ?

hereinafter referred to as the ?

On incorporation, the JV Company will have an issued and paid-up share capital of S$2 divided

into two ordinary shares, each held by the JV Parties. As soon as practicable after the

incorporation of the JV Company, Oculus shall provide an interest-bearing shareholders? loan of

S$1.0 million (?

requirements and expenses.Oculus? or the ?Company?) is pleased to announceJoint?) with Aretae Pte Ltd (?Aretae?) (collectively the ?JV Parties?) toJV Company?). The business of the JV Company will beProjects? and each a ?Project?) (the businessProjects Management?).Initial Funding Loan?) to the JV Company to enable it to meet its initial funding

2. The Joint Venture Agreement

The salient terms of the Joint Venture Agreement include,

The JV Company?s board of directors will consist of four Directors, of whom two shall be

appointed by each of the JV Parties. In addition, a project development committee (the ?

Development Committee

implementing and carrying out the instructions and directions of the board of directors of the JV

Company.

Under the terms of the Joint Venture Agreement, Aretae shall secure Projects generating in

aggregate not less than 20 million metric tonnes of carbon credits for the JV Company to manage.

Oculus shall, subject to the unanimous approval of the Projects Development Committee, secure

financing in addition to the Initial Funding Loan to be applied to the management and

development of future Projects (?

assets and revenue streams related to each individual Project may be used as collateral to secure

the financing of that particular Project. The Company has agreed not to call for repayment of all

loans made pursuant to the Future Funding Financing, except with the unanimous approval of the

board of directors of the JV Company.

The JV Company shall be used solely for the purpose of undertaking the Projects Management.

Subject to the successful procurement of the Projects, the JV Company will carry out the

management and operations of the Projects in accordance to such plans and terms as may be

agreed between the JV Parties.inter alia, the following:-Project?) is to be set up for the purpose of reviewing, advising, undertaking,Future Funding Financing?). For the avoidance of doubt, the

3. Rationale for Joint Venture Agreement

The joint venture is in line with the Company?s strategy to develop Renewable Energy and

Environmental Resource businesses.

2

4. Interests of directors and controlling shareholders

None of the Directors and the controlling shareholders of the Company have any interest, direct

or indirect in this joint venture.

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 the while delivering sustainable

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

With the growing need to address future energy concerns, one of Aretae?s key focus areas is in

renewable and sustainable energy.

Aretae also provides waste management solutions to responsibly dispose of agricultural, refinery

or processing waste in an environmentally responsible way and in the process extract valuable byproducts.

Aretae?s waste management solutions are made economically attractive based on a

comprehensive plan to develop useful applications and a viable market for the by-products.

Aretae?s main project activities involve engaging in Waste to Energy Projects that utilise the

following sources of renewable energy:

? Biomass Energy (from Agricultural Waste)

? Biogas (from Animal Waste)

? Landfill Gas (from Municipal Waste)

? Hydroelectric Power

?

Aretae has secured waste management projects which are expected to generate an aggregate of 20

million metric tonnes of carbon credits. Carbon credits provide a way to reduce greenhouse gas

emissions by giving them a monetary value. A carbon credit gives the owner the right to emit one

tonne of carbon dioxide. Carbon credits are generated as the result of an additional carbon

project.

Aretae is targetting to secure, manage and develop further projects such as coal-mine methane,

landfill and hydro-electric projects which will further generate Carbon Credits by capitalising on

its technological and industrial expertise.

BY ORDER OF THE BOARD

Submitted by Low Shiong Jin

Executive Director

2 October 2007Solar Energy