Devonshire Capital
December 19th 2003

FTEC RESOURCES BERHAD ("FRB")
IPO on MESDAQ Market of the Kuala Lumpur Stock Exchange ("KLSE")

Devonshire Capital Sdn Bhd has been appointed by FRB as consultant to act on behalf of FRB in connection with the listing of FRB on Mesdaq Board of the KLSE on the 19 December 2003.

FRB is an investment holding company with four wholly owned subsidiary companies, namely FTEC System Sdn Bhd ("FSSB"), FTEC Distribution (M) Sdn Bhd ("FDSB"), FTEC Networks Sdn Bhd ("FNSB") and FTEC Esolution Sdn Bhd ("FESB"). The Group principally involved in the manufacturing, marketing and R&D of computer hardware and application software.

Particulars of the Flotation Exercise are as follows:

FRB was incorporated in Malaysia under the Act on 7 August 2002 as a public limited company. The authorized share capital of FRB is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 10,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

FRB has entered into conditional sales and purchase agreements on 17 December 2002 with the vendors of the Acquiree Companies to acquire Acquiree Companies for a total purchase consideration of RM13,002,000 to be satisfied by the issuance of 130,020,000 new ordinary shares of RM0.10 each in FRB at par and credited as fully paid-up as summarized below:

FRB has issued 39,879,000 new FRB shares representing 23.46% of the enlarged issued and paid-up share capital of FRB at a proposed issue price of RM0.45 per ordinary share by way of public issue. The entire enlarged issued and paid-up capital of FRB after the proposed public issue comprising 169,999,000 FRB shares on MESDAQ.

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