The Plaintiff pleaded that by a letter of offer dated 30.1.1997 and a supplementary letter of offer dated 19.2.1997, the Plaintiff had agreed upon the 1st Defendant's request, to grant to the 1st Defendant among others, an Overdraft Facility of RM10 million (the OD facility) . The rest of the Defendants stood as guarantors to the extent of the RM10 million. By a letter of offer dated 7.6.1999 between the Plaintiff and the 1st Defendant, the Plaintiff agreed with the 1st Defendant to restructure the OD facility to a Term Loan of RM9, 647 ,000 .00 (the said term loan facility) . It was a term of the agreement that the said second letter of offer superceded all previous letters of offer.

Upon breach by way of non payment by the Defendants, the Plaintiff sought the following orders:-

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(a) a sum of RM12,312,102.29 as at 30-6-2002;

(b) further interest on the sum of

RM12,312,102.29 at the rate of 3.5% per

annum + 6.4% (the Plaintiff's Base Lending

Rate per annum) including 1% default rate on

monthly rests from 1-7-2002 until date of

full realisation.

(c) a declaration that the Plaintiff is entitled

to sell the 2,363,000 Farlim Group (M)

Berhad shares to any purchas