6.Legal Disputation

6.1 Property Development Project

6.1.1 Black Case No.2071/2548 and Red Case No. 2884/2549 of the Civil
Court

Construction Cost Consultants Limited partnership (“CCC”) initiated
legal action against Sky Cliff Limited (“SCL”), a subsidiary of the
Company, in the Civil Court on May 25, 2005 for full payment of service
fees amounting to Baht 491,531.24. SCL rejected the claim as not all
services have been rendered pursuant to the agreement. The Civil Court
ruled in favor of CCC charging that SCL was to pay the above sum plus
7.5% interest. SCL did not accept the judgment and lodged an appeal and
petition requesting that the Court issue an order for a stay execution
during appeal to the Appeal Court on October 11, 2006.

On September 19, 2007, the Appeal Court and Civil Court summoned both
parties to appear on November 20, 2007 at 13.30 pm to hear the Court’s
decision. On said date, the Court informed that SCL was to prepare a
bond to place with the Court worth the specified amount, plus interest
calculated from the date of the Civil Court’s decision to a year in
advance (Approximately Baht 600,000). The next court appearance was set
at February 15, 2008 for consideration of the bond.

On February 15, 2008, the Court postponed the consideration of the bond
to March 18, 2008. On such date, the Court allowed SCL to use the land
(Title Deed No. 2615 of THL) at TumboomBangneaw, Phuket of 1 Ngan 70
sqwah, as a security for stay of execution. The Court also made and
appointment for THL’s authorized directors or his proxy holder to do the
security contract with the Court and allow the Court to seize the Title
Deed within 15 days commencing from today, otherwise the Court shall not
allow the stay of execution.

On March 31, 2008, the Court accepted the use of the said land as a
security for stay of execution. Therefore, SCL made a security contract
with the Court and allowed the Court seized the Title Deed as the
security during appeal to the Appeal Court.

The Court scheduled May 26, 2011 for hearing of judgment.

On May 26, 2554, the Appeal Court dismissed the case because the
Plaintiff did not work according to assigned works. Therefore we are
requesting the Appeal Court to return our land title deed no. 2615 in
Phuket which was put as security.

6.1.2 Black Case No.2360/2551and Red Case No. 6609/2552 of the Civil
Court

  On May 8, 2008, Mr. Bobby Tai Chong Yih (TCY), the Plaintiff, filed a
  plaint against TongkahHarbour Public Company Limited (THL), the 1^(st)
  Defendant, Sky Cliff Co.,Ltd (SCL), the 2^(nd) Defendant, Sintana
  Holdings Co.,Ltd (SHL), the 3^(rd) Defendant, Mr. Ronald Wai Choi Ng,
  the 4^(th) Defendant, Dr. John Peter Mills, the 5^(th) Defendant, and
  Ms. MonthaKongkum, the 6^(th) Defendant, on the grounds of a breach of
  the Joint Venture Agreement. The Plaintiff requested that the Court
  order the 1^(st) – 6^(th) Defendants to make payment of shares and the
  compensation totaling Baht 349,399,623.03 (Three Hundred Forty-Nine
  Million Three Hundred Ninety-Nine Thousand Six Hundred Twenty-Three
  Baht and Three Satang).There are 4 issues that are considered by the
  Civil Court, namely:-

1. Whether the plaint is vague?

2. Whether the 3^(rd) Defendant is the agent of Paron Holdings Co., Ltd
and Mr. Tan Chai Wah?

3. Whether all six Defendants breach the Joint Venture Agreement?

4. Whether all six Defendants shall have to jointly responsible to the
Plaintiff,

  and how much?

On November 17, 2009, the Civil Court rules on the above issues as
follows:

1.  The plaint is not vague. The allegation by the plaint and the
    request for enforcement including the claim which is the basis of
    allegation were clear.

2.  The 3^(rd) Defendant is the agent of Paron Holdings Co., Ltd and Mr.
    Tan Chai Wah because the Defendants testified accepted that the
    3^(rd) Defendant was the agent of Paron Holdings Co., Ltd and Mr.
    Tan Chai Wah.

3.  Based on the evidence of both parties, it is clearly that the
    Plaintiff, the 1^(st) Defendant and the 3^(rd) Defendant enter the
    joint venture agreement willing in order to invest in Le Metro
    Project, the 1^(st) or the 3^(rd) Defendants or any agent of the
    Defendant did not commit fraud. The parties to the agreement can
    terminate the agreement legally. When it is terminated, parties must
    be back to the original position. It could not be considered that
    the Defendants breach the joint venture agreement.

4.  It was stated that the 3^(rd) Defendant was the agent of Paron
    Holdings and Mr. Tan Chai Wah. The 3^(rd) Defendant received payment
    of the shares from the Plaintiff. The 1^(st)Defendant being a party
    of the Agreement and 3^(rd) Defendant then have to be jointly
    responsible as the parties to the joint venture agreement to the
    Plaintiff.

As reasoned above, TongkahHarbour Public Company Limited as Defendant
no.1 and Sintana Holdings Limited as Defendant no. 3 shall jointly
return the share’s price of baht 36,500,000 to the Plaintiff with the
interest of 7.5 percent per year starting from the date of the receipt
of payment until the payment is completed. Also, the Defendant no.1 and
no.3 shall jointly pay the Court’s fees calculated from the amounting
claim which the Plaintiff won the case and specified the lawyer’s fees
in the amount of Baht 15,000. The Court, however, dismisses the claims
against Sky Cliff Limited (Defendant no.2), Mr. Ronald Ng Wai Choi
(Defendant no.4), Dr. John Peter Mills (Defendant no.5) and Ms.
MonthaKongkum (Defendant no. 6). The Defendant nos.2, 4, 5, 6 shall not
be responsible for cost of action. Other claims are dismissed.

However, the Company disagreed with the judgment because Defendant no.1
is not the person who received payment from the Plaintiff and Defendant
no. 3 is only a representative. Thus, on January 13, 2010, the Company
submitted the appeal and petition requesting that the Court issue an
order for a stay execution during appeal to the Appeal Court.

On February 1, 2011 The Appeal Court allow to stay of execution during
appeal to Appeal Court if Defendant no.1 or no.3 deposit security with
the court at the judgment amount plus another 2 years interest within 30
days from today. On February 28, 2011 defendant no1. filed the petition
with the court requesting to deposit shared of Tungkum Co., Ltd. in the
amount of Baht 53,000,000 as a security for the stay of execution
process during the appeal . The court scheduled the date for considering
this petition on April 28, 2011 at 9.00 a.m.

The Court considered a TKL’s share certification amounting Baht
53,000,000 as the security. The Plaintiff opposed the security. The
Court therefore ordered the Company to find a new security within June
3, 2554. The Company therefore put down two title deeds of the office
floor as security as follows:

-   No.415 room 252/252 7th Floor at Muang-Thai Phatra Office Tower,
    HuayKhwang, Bangkok, 10320 with the approximated area of 659.85
    sq.m. and the estimated price is Baht15,176,550.

-   No.252/11 7th Floor at Muang-Thai Phatra Office Tower, HuayKhwang,
    Bangkok, 10320 with the approximated area of 1184.84 sq.m. and the
    estimated price is Baht40,284,560.

The case is under the Court’s consideration.

6.1.3 Black Case no. 5575/2552 of the Civil Court

On October 29, 2009, Otaione Strategic Co., Ltd by Mr. Tai Chong Yih
filed the complaint against Sky Cliff Limited, the subsidiary company on
the ground of breach of contract and requests the compensation in the
amount of Baht 774,402.72. The Court scheduled December 14, 2009 for
settlement of issue and examination of evidence by Plaintiff. However,
Sky Cliff Limited will fight the case and confirm that Sky Cliff Limited
has used the right of termination according to laws.

On December 14, 20009, the Court considered our petition regarding the
extension period for filing the answer to another 30 days and granted
the extension to January 14, 2010. Therefore, the Court postponed the
settle of issues to February 8, 2010 at 9.00 a.m.

On January 13, 2010, the Company filed an answer with the Court. In
addition, on February 8, 2010, the Civil Courtdid not specify the
dispute issue because the issue is only to consider whether who is in
the breach of the Agreement and his responsibility.Then, the Court
schedules September 14 and 15, 2010 for examination of the Plaintiff’
witnesses and September 16 and 17, 2010 for the examination of
witnesses.

On September 16 and 17, the examination of witness was not done and
therefore the Court postponed the examination of witness to November 24,
2010.

On November 24, 2010, the examination of witness was done and the Court
scheduled March 24, 2011 at 13.00 a.m. for the hearing of the judgment.

On May 3, 2011, the Court ordered the Defendant to compensate the
Plaintiff in the amount of Baht 600,000 with interest of 7.5 percent
commencing from December 26, 2007 until the payment is completed. The
Defendant must repay the Plaintiff’s court fees and lawyer fees of Baht
10,000.

On July 27, 2011, the Defendant filed an appeal to the Court and the
case now is being considered by the Appeal Court.

6.2 Labour Court Cases:Black Case no. 7208/2552of the Labour Court

On November 4, 2009, Mr. VarinCherdboonmuang, a former Company’s
Consultant, filed the complaint against TongkahHarbour PCL and Tungkum
Limited, subsidiary companies, on the grounds of unfair and illegal
termination of the employment contract claiming sums of Baht 1,200,000.
The Court scheduled November 30, 2009 for the examination of evidence
and settlement. However, the Company disagreed with his complaint.

On November 30, 2009, the Court sent the case to the mediation
proceedings. The Plaintiff’s lawyer offered to settle the case by paying
the allowance in the amount of Baht 900,000. However, the Defendant’s
lawyer has requested to postpone the case reasoning the Defendant just
received the court’s writ and therefore has not discussed with the
Defendant in details. The Court agreed to reschedule the mediation date
to January 20, 2010.

On January 20, 2010, Mr. Varin offered that he would withdraw the case,
if the Company gives him back a position in the Company with the salary
of Baht 100,000 for 3 years, including the unpaid salary of Baht 300,000
(3months). The Court considered and opined that the case could be
settled and then postponed the meeting to February 10, 2010 at 13.00
hrs. for renegotiation. The Court also requested the managing director
to attend in the next meeting.

On February 10, 2010, the case could not be settled. The Court will
proceed with the case by taking evidence on March 3, 2010.

On March 3, 2010, the Court specified the dispute issues according to
the Plaint and answer as follows:

1.  Whether VCB is an employee of TKL and THL.

2.  Whether THL and TKL must be pay the payment in lieu of advance
    notice with interest and damage to VCB, if so, how much.

The Court allowed VCB to bring 3 witnesses for taking evidence on May 18
and 27, 2010 at 9.00 hrs. and allowed THL and TKL to bring witness for
taking evidence on June 3-4, 25010.

After taking evidence, the Court scheduled July 29 to listen the
judgment. On July 29, 2010, the Court dismissed the case by reasoning
that Mr. VarinCherdboonmuang is not the Company’s employee.

6.3Civil Case at Republic of the Philippines

On April 17, 2009, THL and Tungkum Limited ("TKL") filed in the Regional
Trial Court in the Philippines a civil complaint against Coral Resources
Philippines Inc. ("CRPI") and Coral Resources Limited ("CRL") and their
common directors, Kwa Boo Leong, George M. Osborne and Jeffrey W.
Aucott.  

The complaint seeks to recover from all defendants certain amounts
(US$580,000 and GBP50,000) advanced by THL and TKL to CRPI and CRL, plus
interest, damages, attorney's fees, and costs of the suit.  In the
complaint, THL and TKL asked the court to attach the properties of the
defendants to secure any judgment that they may obtain against the
defendants and to annul any sale or disposition by defendants of any of
their properties done in fraud of creditors.

On December 23, 2009, the Philippines Court opined that the case lacks a
cause of action and, therefore, resolved to dismiss the case. However,
the Company filed the Motion of Reconsideration on January 11, 2010.

On March 15, 2010, the Court denied the motion for reconsideration. On
March 27, 2010, the company submitted a Notice of Appeal to the trial
court and the trial court ordered to transmit the records of the case to
the Court of Appeals. The Company is waiting for orders from the Court
of Appeals to file the brief case.

6.4Administrative Court Case with AgricultureLand Reform Office:
Khonkhan Administrative Court Black Case no. 371/2551

The Regulations on fee rates for mining operations for the land use in
ALRO areas were issued in year 1997 after the original Concession
Agreement was signed. It was not included at the time of bidding. Said
fees are divided into two parts: 1) 2% of the land price timed with the
exploiting year and, 2) an amount equal to the royalty fees paid to
DPIM.

Although THL disagreed with the payment of part 2 for land use in ALRO
areas, THL had to sign the Land Use Agreement with ALRO on December 18,
2002 in order to proceed to obtaining the mining license.

THL and TKL submitted the plaint for the cancellation of part 2 payments
to the Administrative Court on September 12, 2008, and submitted a
request for the prohibition of the ALRO order while TKL’s case on the
land-use fee payments is being considered. The Court accepted the plaint
but discarded the prohibition request on September 25, 2008. Later ALRO
gave an answer and filed the counter-sue requesting the payment of
outstanding balance, including interest.

On May 27, the Company submitted the opposing statement against an
answer of Agricultural Land Reform Committee and ALRO. On September 9,
2009, TKL and THL submitted the additional answer to the Courtby
testifying that the Company does not have an outstanding payment and
shall reserve the right to get back the amount paid including the
highest rate of interest.

Upon the case checking, on January 13, 2010, the Company found that ALRO
requested the Administrative Court for Mandatory Injunction to order TKL
stop mining in ALRO’s area. Later, the Court’s dismissed the ALRO’s
request because it does not seem that ALRO is seriously damaged.

On February 4, 2010, Khonkhen Administrative Court read the judgment to
dismiss the ALRO’s counter-claim and other relevant court’s proceedings
due to the following reasons.

ALRO does not have power to file the counter-claim.

According to Section 57 of Administrative Procedure Act, ALRO could use
the administrative procedures to seize the asset and sell on the market
to reimburse the unpaid land use fees.

However, the Court notes that ALRO should not use the power under
Section 57 because the case is now under the Court’s consideration. The
Court’s note benefits the Company because it bars ALRO to use such
power.

On December 21, 2010, THL and TKL submitted the additional answer and
amended the complaint to the Court.

On March 3, 2011, Khonkan Administrative Court transferred the case to
UdonThani Administrative Court for further consideration. The UdonThani
Administrative Court reissued the case number to black case no.251/2554.
The transfer resulted as a request from Loie ALRO’s officer

On June 6, 2011, UdonThani Administrative Court dismissed the case.

On May 9, 2011, TKL received the letter from ALRO’s officer to terminate
the letter of consent for the land use and requested TKL remove staff
and buildings from ALRO land within 60 days commencing from the
receiving date. The letter claimed it was an administrative order which
the Company shall comply with, if not, the Company must file the
complaint against the order.

On May 30, 2011, TKL received a letter from DPIM informing TKL to cease
the mining in ALRO areas under the letter dated May 25, 2554. However,
TKL shall oppose the order.

On June 30, 2011, Black case no. 251/2554 (Former Black case no.
371/2551), the Company filed the appeal with the UdonThani
Administrative Court. The appeal is now under the UdonThaini
Administrative Court.

On July 5, 2011, Black case no.1448/2554, TKL filed the complaint with
the Central Administrative Court to withdraw Loei ALRO’s order, together
with the submission of petition for stay of execution and injunction.
The case is now under the Central Administrative Court’s consideration.

On September 7, 2011, our lawyer informed the Company in writing that
the Central Administrative Court ordered to transfer the case to the
UdonThani Administrative Court which the Central Administrative Court
shall again send a written order to our lawyer.

6.5 Civil Case at the Central Intellectual property and International
Trade Court

On July 23, 2010, Orica Australia PTY Ltd. filed the complaint against
TKL to the Central Intellectual property and International Trade Court
on the ground of the breach of the Sale and Purchase Contract by
requesting the payment of the products and its interest totaling Baht
18,752,852.21.

The Company later filed the petition to the Court to dismiss the case
reasoning the Plaintiff filed the complaint with the wrong court.
However, the Court dismissed our petition.

On October 18, 2010, the Company, however, filed appeal to the Supreme
Court. Now the Case is now under the Supreme Court’s consideration.

On September 7, 2011, TKL entered into Settlement Agreement with Orica
Australia Australia PTY Ltd. The Company would pay an outstanding sum
with two payments. The first payment has been made and the second
payment shall be due in October. Now, Orica is withdrawing the case but
reserves the right to file a claim against TKL if the second payment is
not received as agreed.

Orica withdrew the case filed on July 23^(rd), 2010, as the Company has
since settled the outstanding amount.

6.6 Deutsche Bank’s case (“DB”) in London, England

On February 17, 2011, DB submitted a complaint to the High Court of
Justice, Queen’s Bench Division, Commercial Court against TKL, the
subsidiary company, by claiming that TKL failed to pay the principal and
interest due to the Facility Agreement dated April 18, 2008 when due and
demanded on December 3, 2010. DB claims:

(a) Payment of the USD16,382,978.72 of principal due on the Facility
Agreement;

(b) Payment of USD 169,297.31 of interest accrued from November 2010 up
to and including February 17, 2011.

(c) Interest from February 18, 2011 to judgment due on the Facility
Agreement at the variable rate, currently being an annual rate of 4.71
percent giving a daily rate of USD 2,160.50 and

(d) Payment of a DB’s costs incurred as a result of the Event of Default
on the Facility Agreement and of TKL’s failure to pay sum due when
demanded which yet to be quantified.

On February 17, 2011, DB submitted a complaint to the High Court of
Justice, Queen’s Bench Division, Commercial Court against the Company
under the Guarantee dated April 18, 2008 by claiming payment of the
whole amount in (a) (b) (c) and (d)as a guarantor.

On February 21, 2011, TKL received a letter from SNR Denton UK LLP
acting for a for DB requesting for the Arbitration before the London
Court of International Arbitration (“LCIA”) between DB, London Branch
and TKL on the Agreement headed “Export Contract” dated April 18, 2008,
made between TKL and DB, London Branch.

On August 24, 2011, High Court of Justice, Queen’s Bench Division,
Commercial Court ordered that Facility Agreement shall be stayed to
Arbitration to be held with the Export Contract. However, High Court
still has a jurisdiction on consideration of Guarantee.