Acquisition Of A 50% Plus One Share Equity Interest In MayFlax Sdn Bhd ("Mayflax")

1.0 AGREEMENTS SIGNED
1.1 Landmarks Berhad ("Landmarks") is pleased to announce that, Success Sphere Sdn Bhd, a wholly owned subsidiary of Landmarks Berhad, has on 12 December 2001 entered into a Subscription Agreement and a Shareholders Agreement ("the Agreements") with Mariam Binti Abdullah ("MA"), Shahbina Binti Khurshid Mohamed ("SBK") and Mayflax. Under the Subscription Agreement, Landmarks is to subscribe for 500,001 ordinary shares of nominal value RM1 each in Mayflax for RM500,001 ("Acquisition").

1.2 The current issued and paid up share capital of Mayflax comprises 500,000 ordinary shares of RM1 each. The existing shareholding and the shareholding post Landmarks' entry is as follows:-

EXISTING RESULTANT No. of ordinary shares No. of ordinary shares Landmarks Nil 500,001 MA 400,000 400,000 SBK 100,000 100,000 Total 500,000 1,000,001

1.3 When Landmarks has subscribed to the 500,001 ordinary shares, Landmarks shall also advance to Mayflax, at Mayflax's request, an aggregate sum of up to RM1,000,000 only for the purpose of funding Mayflax's working capital requirements. Depending on the Final Purchase Consideration (as defined in paragraphs 3.3 and 3.4), an interest rate of Mayban Base Lending Rate ("BLR") plus 2% per annum may be charged on the advance. An advance of up to RM500,000 requires one month's notice whilst an advance of more than RM500,000 requires two months' notice.