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Joint Venture Agreement Between Fitters Diversified Berhad ("Fitters" Or "The Company") With Plasma Renewable Energy Sdn Bhd To Set Up A Company Called Future NRG Sdn Bhd.

1. INTRODUCTION

The Board of Directors is pleased to announce that the Company had on 28 June 2008 entered into a Joint Venture Agreement ("JVA") with Plasma Renewable Energy Sdn Bhd ("PRE") to subscribe/acquire and invest in the equity of a new joint venture company ("JVC") called Future NRG Sdn Bhd (FNRG) for purposes of a joint venture on a 60% (Fitters) : 40% (PRE) basis (hereinafter referred to as "Joint Venture"). The initial issued and paid up capital shall be RM 2.00 comprising of 2 ordinary shares of RM1.00 each.

2. INFORMATION ON FITTERS AND PRE

Fitters Diversified Berhad ("Fitters" or "the Company") was established in Malaysia on 18 January 1986. Its present authorised and paid-up capital is RM500.0 million divided into 1,000,000,000 ordinary shares of RM0.50 each and RM65,578,592 divided into 131,157,184 ordinary shares of RM0.50 each respectively. The Company's principal activity is investment holdings.

Plasma Renewable Energy Sdn Bhd ("PRE") was established in Malaysia on 15 April 2004. Its present authorised and paid-up capital is RM100,000 divided into 100,000 shares of RM1.00 each and RM100,000 divided into 100,000 ordinary shares of RM1.00 each respectively. PRE's principal activities are in the development of renewable energy projects. It is one of the pioneers in the usage of Plasma Gasification technology for converting waste and biomass to energy. It has existing projects under development in Thailand and Sri Lanka.

3. SALIENT DETAILS OF JOINT VENTURE

Some of the salient details of the Joint Venture are:-

a. the grant of the FIC's approval to the joint venture between the parties under JVA and the holding by the parties of JVC Shares in the shareholding proportions.

b. Within fourteen days upon the fulfilment of the conditions precedent, the Joint Venture parties shall cause the paid up share capital of the JVC to be increased from RM2.00 divided into 2 JVC shares to RM500,000 divided into 500,000 JVC Shares.

c. Fitters will give an interest-free loan, up to a maximum of RM2 million, to PRE for subscription of shares in FNRG. Repayment of the Loan shall be from dividends declared by FNRG.

4. BASIS OF CONSIDERATION

Fitters had initially invested/subscribed for 2 ordinary shares in the JVC for RM2.00 in cash only.

5. RATIONALE FOR THE JOINT VENTURE

The JV will enable Fitters to take a leading position in the development of waste-to-energy projects in Asia, Africa, Australia and the entire Pacific Rim. The potential for growth in this sector is tremendous given the high energy prices and the world's increasing awareness of the dangers of pollution and climate change. Plasma Gasification addresses all the threats currently confronting our planet: it destroys wastes and pollutants, generates renewal energy and helps create a cleaner, greener and healthier environment. FNRG will develop projects on a Build-Operate-Transfer or on a Turnkey basis.

6. FINANCIAL EFFECTS OF THE JOINT VENTURE

6.1 Share Capital

The Joint Venture will not have any effect on the share capital of Fitters.

6.2 Earnings

The Joint Venture is not expected to have any material effect on the consolidated earnings of Fitters and its group of companies for the financial year ending 31 December 2008. However, the result from the JVC is expected to contribute positively to its future earnings.

6.3 Substantial Shareholding

The Company's equity shareholding in the JVC will be 60% upon fulfilment of the conditions precedent of JVA.

6.4 Net Assets ("NA")

The Joint Venture will not have any material effect on the consolidated NA value of Fitters and its group of companies for the year ending 31 December 2008.

7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the directors, major shareholders, persons connected to Directors or persons connected to the major shareholders of the Company or any of its subsidiaries has any interest, direct or indirect, in the Joint Venture.

8. DIRECTORS' STATEMENT

Having considered all aspects of the Joint Venture, the Board of Directors is of the opinion that the Joint Venture is in the best interest of the Company.

9. CONDITION OF JOINT VENTURE

This Joint Venture is not subject to the approvals of any governmental authority and/or the shareholders of Fitters, except approval from FIC.

10. DOCUMENTS FOR INSPECTION

Details of the JVA are available for inspection at the principal office of the Company at for three (3) months from date of this Announcement during normal business hours from Mondays to Fridays.

This announcement is dated 30 June 2008.