2.11 Related Transaction

  (1) Related Parties Transaction

In the years 2007 and 2006 United Securities PLC. had significant
related transactions with the related parties classified under type of
business income transactions as follows:

1. Brokerage Fee Income

  -------------------- ----------------------------- -------------- ------------
  Related Parties      Relationships                 Amount of      
                                                     Transactions   

                                                     2006           2007

  1. TME Capital Co.,  Being one of the former major 826,592.37     -
  Ltd.*                shareholders of US which also                
                       held by Wongkusolkit Group                   
                       and there is one joint                       
                       Director – Mr.Vitoon                         
                       Wongkusolkit                                 

  2. City Holding Co., Being one of the former major 57,182.81      -
  Ltd.*                shareholders of US which also                
                       held by Wongkusolkit Group                   
                       and there are two joint                      
                       Directors – Mr.Vitoon                        
                       Wongkusolkit and Mr.Verajet                  
                       Vongkusolkit                                 

  3. Town Holding Co., Being one of US’s former      1,629,529.61   -
  Ltd.*                major shareholders                           

  4. Ufinves Co.,      Being US’s former shareholder 1,097,399.21   -
  Ltd.*                and has two joint Directors –                
                       Mr.Vitoon Wongkusolkit and                   
                       Mr. Kulvat Janvatanavit                      

  5. A.P.F. Holdings   Being US’s major shareholder  864,739.76     -
  Co., Ltd.            and there is one joint                       
                       Director – Mr. Mitsuji                       
                       Konoshita                                    

  6. A.P.F. Management Being the Company whose       108,843.75     359,718.75
  Co.,Ltd.             shares were held by US’s                     
                       major shareholder, APF                       
                       Holdings and there is one                    
                       joint Director – Mr. Mitsuji                 
                       Konoshita                                    

  7.Mr. Vitoon         Being US’s former Director    165,500.16     -
  Wongkusolkit *                                                    

  8. Mr. Verajet       Being US’s former Director    108,297.25     -
  Vongkusolkit *                                                    

  9. Mrs. Wilaiwan     Being US’s former Director    2,628.00       -
  Tantitham *                                                       

  10. Mrs.Thunchanok   Being US’s former management  299.48         -
  Luksameset *                                                      

  11. Mr.Kulvat        Being US’s former Director    82,057.41      -
  Janvatanavit *       and Advisor to the Board of                  
                       Director                                     

  12. Mrs.Sirinate     Being the spouse of Mr.Kulvat 547,167.39     -
  Janvatanavit *       Janvatanavit - US’s former                   
                       Director                                     

  13. Mr.Tatsuya       Being US’s Director and       11,593.75      1,558.76
  Konoshita **         Management                                   

  14. Mr.Jeremy Liau   Being US’s Director and       1,992.19       -
                       Management                                   

  Related Parties      Relationships                 Amount of      
                                                     Transactions   

                                                     2006           2007

  15. Mrs.Boon Chia    Being the spouse of Mr.Jeremy -              2,284.75
  Pei                  Liau – US’s Director and                     
                       Management                                   

  16. Ms.Tippranee     Being US’s Director and       100.00         -
  Chatmanop            Management                                   

  17. Mr. Satoshi Ueda Being Director of             -              27,619.62
                       A.P.F.Management Co.,Ltd.                    
                       which has A.P.F.Holding                      
                       Co.,Ltd. as a major                          
                       shareholder.                                 

  18. Mr.Santi         Being the father of           35,213.83      18,386.84
  Janvatanavit ***     Mrs.Suwanna Sankamekha who is                
                       US’s management                              

  19. Mr. Samart       Being Director of Group Lease -              8,398.23
  Chiradamrong         Pcl. which has a Director in                 
                       common – Mr. Mitsuji                         
                       Konoshita                                    

  Total                                              5,539,136.97   417,966.95
  -------------------- ----------------------------- -------------- ------------

Remark : - The Brokerage fee rate charged to all related parties was the
market rate which was normally charged to other ordinary customers, i.e.
at 0.25% of trading volume.

-   In 2006 and 2007 the Company had no subsidiary company

    * Being the transactions which related to the Company and its former
    subsidiary’s former Directors and executives who had resigned during
    the year 2006 and their related companies or persons

    **As of 31 Dec, 07 the outstanding balance of Securities Business
    Receivable was Bht 173,462.78

    ***As of 31 Dec, 07 the outstanding balance of Securities Business
    Receivable was Bht 320,739.72

2.  Financial Advisory Fee Income

  -------------------- --------------------------- -------------- ---------------
  Related Parties      Relationships               Amount of      
                                                   Transactions   

                                                   2006           2007

  1. A.P.F. Holdings   Being US’s major            4,000,000.00   14,000,000.00
  Co., Ltd.*           shareholder                                

  2. A.P.F. Management Being the Company whose     -              1,082,277.22
  Co.,Ltd.             shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings and there is one                  
                       joint Director – Mr.                       
                       Mitsuji Konoshita                          

  Total                                            4,000,000.00   15,082,277.22
  -------------------- --------------------------- -------------- ---------------

Remark : The Financial Advisory Fee rate charged was the agreed rate
stated in the FA Contract.

*As of 31 Dec, 07 the outstanding balance for Other Receivables was Bht
253,386.50

3.  Rent and Services Received

  -------------------- --------------------------- -------------- --------------
  Related Parties      Relationships               Amount of      
                                                   Transactions   

                                                   2006           2007

  1. Bangkok Station   Being the Company whose     488,298.21     2,097,688.93
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            488,298.21     2,097,688.93
  -------------------- --------------------------- -------------- --------------

Remark : Being the fee for renting the Company’s office space. The
rental fee rate charged was the agreed rate stated in the rental
Contract.

As of 31 Dec, 07 the outstanding balance for Rent and Services Received
was Bht 32,140

As of 31 Dec, 06 the outstanding balance for Rent and Services Received
was Bht 864,243

  4. Interest Received and Fee Received

  --------------------------------------------------------------------------
  Related Parties    Relationships             Amount of      
                                               Transactions   
  ------------------ ------------------------- -------------- --------------
                                               2006           2007

  Group Lease Pcl.   Being the Company whose   -              7,118,910.29
                     shares were held by US’s                 
                     major shareholder, APF                   
                     Holdings and has a                       
                     Director in common,                      
                     Mr.Mitsuji Konoshita                     

  Total                                        -              7,118,910.29
  --------------------------------------------------------------------------

  Remark : Being the rates which were normally charged to normal
  customers, i.e. interest rate 8.5-9% p.a. and

  the fee rate of 0.5% p.a.

  As of 31 Dec, 07 the outstanding balance of Bill of Exchange was Bht
  99,951,653

  As of 31 Dec, 06 the outstanding balance of Bill of Exchange was Bht
  99,137,702

  5. Rent and Services Paid

  ----------------------------------------------------------------------------
  Related Parties      Relationships               Amount of      
                                                   Transactions   
  -------------------- --------------------------- -------------- ------------
                                                   2006           2007

  1. Bangkok Station   Being the Company whose     728,937.85     280,270.92
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            728,937.85     280,270.92
  ----------------------------------------------------------------------------

  Remark : Being the expense for organizing Company’s events and making
  Company’s brochures. The rate charged was the agreed rate stated in
  the services contract.

  As of 31 Dec, 07 the outstanding balance for Other Payables was Bht
  536,445

  As of 31 Dec, 06 the outstanding balance for Other Payables was Bht
  457,121

  6. Selling of Assets

  ------------------------------------------------------------------------
  Related Parties   Relationships             Amount of      
                                              Transactions   
  ----------------- ------------------------- -------------- -------------
                                              2006           2007

  Mr.Tatsuya        Being the Company’s       -              3,100,000
  Konoshita         Director and Management                  

  Total                                       -              3,100,000
  ------------------------------------------------------------------------

  Remark : Being the selling of the Company’s resigned Director’s car at
  the selling price of which higher than the market price

  As of 31 Dec, 07 there was no outstanding balance

(2) Necessity and the Justification of Related Transactions.

The abovementioned related transactions are somewhat necessary and
justified to serve the highest benefit of the company and in which the
Independent Directors believes to be the characteristics of normal
business or supporting of normal business that the company has received
or paid in fair market price and thus proves the justification of the
transactions.

(3) Methods/Process of the Approval for Related Transactions.

The related transactions which existed in the year 2007 and tends to
carry on in the future are brokerage fee from securities trading,
Financial Advisory fee, rental fee as well as other services fee.

Those related transactions were approved by the Board of Executive
Directors, Audit Committee and the Board of Directors. And during the
Audit Committee’s Meeting No.2/2008 held on 13 February, 2008, the
Independent Directors or the Audit Committee had considered those
continual related transactions engaged in the past or at present to be
the transactions of normal business which are reasonable and had been
disclosed correctly according to the regulations set by the SET.

(4) Policy on Future Related Transactions.

It is evident that the existing related transactions will continue in
the future. Those related transactions would be done under certain
conditions so that they proceed on the normal procedure and at normal
market price similarly to the ordinary customers. In order to do so, the
Independent Directors or the Audit Committee or the company’s Internal
Auditor or any other independent specialist will be assigned to examine
and analyze or comments on the justification of the price and the
transactions.

The company’s future related transactions will be decided upon the Board
of Executive Directors’ judgment with a pre-approval from the Board of
Directors. Each member of the Board, however, should not decide on any
related transactions either in relation to the company , which have some
personal conflict of interest. And they should in turn declare such
transactions (if any) to the Audit Committee and to the Board of
Directors for considerations. The Audit Committee and the Board of
Directors then have the duty to consider such related transactions
according to the Securities and Exchange laws and SET Rules and
regulations including the regulations concerning the disclosure of
connected transaction and the acquirement or the selling of significant
assets of the company.

In conclusion, if there are any transactions related to the company
which may contribute to some conflict of interest in the future, the
Independent Directors or the Audit Committee will be assigned to comment
on the pricing, the remuneration as well as the necessity or the
justification of the transactions. Some transactions, however, may need
a specialist to assist in the evaluation process. In that case, an
independent specialist or the company’s auditor will be assigned to do
the comments instead in order to supply the information to enhance the
Board of Directors’ decision or in some cases the shareholders’
decision. And the related transaction will appear in the company’s
audited Financial Statement notes.