2.11 Related Transaction

  (1) Related Parties Transaction

In the years 2003 and 2004 United Securities PLC. and its subsidiaries
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    

                                                   2003            2004

  1. TME Capital Co.,  Being one of the major      3,394,678.48    2,030,965.87
  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 major      1,118,253,.12   873,925.48
  Ltd.                 shareholders of US which                    
                       also held by Wongkusolkit                   
                       Group and there are two                     
                       joint Directors – Mr.Vitoon                 
                       Wongkusolkit and Mr.Verajet                 
                       Vongkusolkit                                

  3. Banpu PLC.        Having the company’s shares 3,088,374.12    6,977,169.98
                       held by US’s major                          
                       shareholder and there is                    
                       one joint Director –                        
                       Mr.Vitoon Wongkusolkit                      

  4. Town Holding Co., Being one of US’s major     3,437,795.63    1,049,721.53
  Ltd.                 shareholders                                

  5. MP Particle Board Being the company that has  45,838.57       87,875.00
  Co., Ltd.            one joint Director with US                  
                       – Mr.Verajet Vongkusolkit                   

  6. Ufinves Co., Ltd. Being US’s shareholder and  832,606.34      103,524.19
                       has two joint Directors –                   
                       Mr.Vitoon Wongkusolkit and                  
                       Mr. Kulvat Janvatanavit                     

  7. Mitr Phol Corp.   Being the company that has  289,562.50      48,656.74
  Ltd.                 one joint Director with US                  
                       – Mr.Vitoon Wongkusolkit                    

  8. Furnish Board     Being the company that has  -               26,524.25
  Co., Ltd.            one joint Director with US                  
                       – Mr.Verajet Vongkusolkit                   

  9. Promsin Co., Ltd. Being the company that has  -               22,350.00
                       one joint Director with US                  
                       during 1^(st) quarter – Mr.                 
                       Chanin Vongkusolkit                         

                                                                   

  Related Parties      Relationships               Amount of       
                                                   Transactions    

                                                   2003            2004

  10.Mr. Vitoon        Being US’s Director         31,600.00       100,274.63
  Wongkusolkit                                                     

  11. Mr. Verajet      Being US’s Director         699,027.86      359,980.00
  Vongkusolkit                                                     

  12. Mrs. Wilaiwan    Being US’s Director         -               211.84
  Tantitham                                                        

  13. Mrs. Jantana     Being the spouse of         -               6,690.97
  Wongkusolkit         Mr.Vitoon Wongkusolkit -                    
                       US’s Director                               

  14. Mrs.Thunchanok   Being US’s management       579.58          257.55
  Luksameset                                                       

  15. Mr.Porntep       Being US’s management       693.88          729.72
  Tavornvisutthikul                                                

  16. Mrs.Somporn      Being the management of UAS 5,298.32        536.25
  Rathee               – US’s subsidiary company                   

  17. Mr.Ratt          Being the Director of UAS – 14,564.71       962.50
  Phanichphan          US’s subsidiary company                     

  18. Mr. Yothin       Being US’s management       -               367.63
  Viriyenavat                                                      

  19. Mr. Prasong      Being the Director of UAS – 1,724.50        804.00
  Prapassarathit       US’s subsidiary company                     

  20. Other minor      Being the shareholders who  64,716.07       1,236,247.08
  shareholders         hold less than 10% of US’s                  
                       paid-up capital                             

  Total                                            13,932,797.00   12,927,775.21
  -------------------- --------------------------- --------------- ---------------

Remark : The Brokerage fee rate charged to all related parties was the
market rate which was normally charged to other ordinary customers.

2.  Financial Advisory Fee Income

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

                                                   2003            2004

  1. Quality House     Being the company that has  1,666,355.00    3,250,000.00
  PLC.                 one joint Director with UAS                 
                       – Mr.Ratt Phanichphan                       

  2. Home Product      Having more than 20% of the 500,000.00      1,000,000.00
  Center PLC.          company’s share held by                     
                       Quality House PLC.                          

  3. Quality           Being Quality House PLC.’s  11,000,000.00   600,000
  Construction PLC.    subsidiary company which                    
                       has one joint Director –                    
                       Mr. Ratt Phanichphan                        

                                                                   

  Related Parties      Relationships               Amount of       
                                                   Transactions    

                                                   2003            2004

  4. Asian Property    Having one joint Director   3,450,000.00    6,280,000.00
  PLC.                 with UAS – Mr. Siripong                     
                       Sombutsiri                                  

  5. Data Pro Computer Having a Director who is    -               880,000.00
  System Co., Ltd.     the spouse of Mrs. Sasitorn                 
                       Phongsathorn – US’s                         
                       Executive Director                          

  Total                                            16,616,355.00   12,010,000.00
  -------------------- --------------------------- --------------- ---------------

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

3.  Underwriting Fee Income

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

                                                   2003            2004

  1. Quality           Being Quality House PLC.’s  10,150,000.00   75,000.00
  Construction PLC.    subsidiary company which                    
                       has one joint Director –                    
                       Mr. Ratt Phanichphan                        

  2. Asian Property    Having one joint Director   750,000.00      200,000.00
  PLC.                 with UAS – Mr. Siripong                     
                       Sombutsiri                                  

  Total                                            10,900,000.00   275,000.00
  -------------------- --------------------------- --------------- ------------

Remark : The Underwriting Fee rate charged was the agreed rate stated in
the UW Contract.

4.  Interest Income

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

                                                   2003           2004

  1. Banpu PLC.        Having the company’s shares 662,040.00     122,600.00
                       held by US’s major                         
                       shareholder and there is                   
                       one joint Director –                       
                       Mr.Vitoon Wongkusolkit                     

  Total                                            662,040.00     122,600.00
  -------------------- --------------------------- -------------- ------------

  Remark : The interest rate charged was the same rate charged to other
  ordinary customers.

5.  Gain (Loss) from Bond Selling

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

                                                   2003           2004

  1. Banpu PLC.*       Having the company’s shares -              (4,299,016.20)
                       held by US’s major                         
                       shareholder and there is                   
                       one joint Director –                       
                       Mr.Vitoon Wongkusolkit                     

  2. Royal & Sun       Having one joint Director – -              3,928.65
  Alliance Insurance   Mr.Vitoon Wongkusolkit                     
  (Thailand) Co., Ltd.                                            

  Total                                            -              (4,295,087.55)
  -------------------- --------------------------- -------------- ----------------

  Remark * Being the transaction which arisen from the loss on selling
  Banpu’s bond by the Company in secondary market in the year 2004 of
  which the Company has invested for its portfolio since 2003.

(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 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 2004 and tends to
carry on in the future are brokerage fee from securities trading,
Underwriting fee, financial Advisory fee as well as other services fee.

Those related transactions were engaged by a pre-approval from the Board
of Executive Directors, Audit Committee and the Board of Directors. And
during the Audit Committee’s Meeting No.3/2005 held on 10 March, 2005,
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 characteristics in which the company
has received or made payment on a justified market price.

(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 or to the
company’s subsidiary, 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 or the company’s subsidiary.

In conclusion, if there are any transactions related to the company or
its subsidiary 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.

  10 March, 2005

Subject : Opinion on Related Transactions

To : Shareholders

United Securities Public Company Limited

We, Mr.Wichien Wattanakun, Mr. Chokechai Tanpoonsinthana and Mr.
Chongrak Sripunporn, on behalf of the company’s Independent Directors,
have hereby given our comments and opinion concerning the related
transactions (details are given in No. 2.11) as follows:

1.  The brokerage fee income earned from the company’s major
    shareholder, related companies (having shareholders and/or Directors
    in common), Directors and spouses and management for the total value
    of 12.93 million Baht were charged on the normal commission rate as
    was charged to ordinary customers.

2.  The financial advisory fee income totaled 12.01 million Baht and the
    underwriting fee income totaled 275,000 Baht earned from the related
    subsidiary companies which have Directors in common and the company
    which Director is a spouse of one of the company’s directors, were
    charged at the market rate and at the same rate charged to the
    ordinary customers.

3.  Interest received totaled 122,600 Baht earned from the Company’s
    investment in corporate debenture issued by the Company which US’s
    major shareholder holds the shares and that has Directors in common
    and the interest rate received from the investment was the same rate
    offered to the ordinary customers.

4.  Profit from selling of corporate debenture purchased from the
    company that has a Director in common totaled 3,928.65 Baht to other
    non-related party on the purchased date is the normal business
    operation of the company.

The abovementioned related transactions were deemed reasonable and fair
and they were arisen from the normal business operations of the company

  Please be informed accordingly.

  Best regards,

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  …………………………….      ………………………………………..           ……………………………..

  Mr.Wichien        Mr. Chongrak Sripunporn     Mr.Chokechai
  Wattanakun                                    Tanpoonsinthana

  Independent       Independent Director        Independent Director
  Director                                      
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