ACC.070/46 18 December 2003 President The Stock Exchange of Thailand 62 Rachadapisek Road, Klongtoey Bangkok 10110 Subject : Investment In Take a look Co.,Ltd. Master AD PLC (MACO or the company) held a board of director's meeting 5/2003 on Thursday 18 December 2003 where a resolution is to joint the LED Advertising Network project with Take A Look Co.,Ltd. established by Samart info Media Co,.Ltd and Matching Studio PLC. The initial capital registered is 50 million Baht and will be increased to 100 Million Baht in the future with the following details; 1.The date on which the transaction occurred: 19 December 2003 2.Shareholders Structure Number of shares (%) Name Before transaction After transaction 1) Samart Info Media Co.,Ltd 65 % 50 % 2) Matching Studio PLC 35 % 25 % 3) Master Ad PLC 0 % 25 % By this transaction, MACO purchases 750,000 and 500,000 shares of Take A Look Co.,Ltd. from Samart Info Media Co,.Ltd. and Matching Studio PLC. Respectively. The total shares held by MACO in Take A Look Co.,Ltd. are 1,250,000 or 25% of the total company shares of 5,000,000 shares at the capital registered of 50,000,000 Baht. After this transaction, the capital registered of Take A Look Co.,Ltd. will be increase to 100,000,000 Baht and MACO will hold 2,500,000 shares worth 25,000,000 Baht or 25% stake. 3. The general characteristics of the transaction - Category Type : Common Share - Size of the category : 5.02 - Target set for consideration of the category : The total value of consideration paid or received compared with the value of assets 4. The details of the assets involved 4.1 Securities - The company name lssuer : Take a Look Co.,Ltd. - The nature of business : The business is to provide advertising media by large electronic LED bill board (131 sq.m), the largest size of its kind in Asia. The plan is to have more than 3 LED screens in Bangkok by next year. - Registered capital : 50,000,000 Baht - Paid-up capital : 50,000,000 Baht - Number of securities acquired : 2,500,000 Shares - Price per share : 10 Baht (par value) (Book value quarter 3/2003 = 9.95 Baht) - Proportion of securities holding before : 0 - Proportion of securities holding after : 25 % - Board of directors (December 18' 2003) 1) Mr.Charoenrath Vilailuck Director 2) Mr.Thavatchai Vilailuck " 3) Mr.Sirichai Rasameechan " 4) Mr.Thananan Vilailuck " - Major shareholders Name Number of shares ( % ) 1) Samart Info Media Co.,Ltd. 50 2) Matching Studio PLC. 25 3) Master Ad PLC. 25 5. The tolal value of the consideration : 25,000,000 Baht The type of payment : Cash 6. The value of the assets acquired : 25,000,000 Baht 7. Value judgments for the return : Buy at par value (Book value quarter 3/2003 = 9.95 Baht ) 8. The benefit expected to be received With the synergy of expertise of Maco, Samart Info Media co.,Ltd. and Matchig Studio PLC , Take A Look co.,Ltd will be one of the leader in Advertising media and entertainment in the near future. 9. The sources of funds : From the operating cash flow 10. Reasons for Investment : The nature of business of Take A Look Co,.Ltd. is in line with MACO And the business also shows good potential in the future. 11. Calculation base on the rule of consideration paid or received compare with the value of assets of the listed company or the listed company cand its subsidiaries, the value is 5.02 which is not under the rule of acquisition and disposition of assets and the category related. 12. Comment of the Audit committee : The Audit committee commented that this transaction would increase Channels for the advertising business of MACO as well as developing Advertising media for the company itself. Therefore, it is a good Opportunity for the company to join and invest with its strategic partners in the related advertising business. Please be kindly informed accordingly. Yours Sincerely , Master Ad PLC (Noppadon Tansalarak) President & CEO (Phiched Maneerattanaporn) Director