10. Internal Control

The Audit Committee Report

The Audit Committee of SE-Education Public Company Limited comprises 3
persons as follows:

1.  Mr. Saroch Lamlertprasertkul Chairman of Audit Committee

2.  Mr.Pravit Tuntivasinchai Director of Audit Committee

3.  Mr. Somchai Hanjitkasam Director of Audit Committee

The Audit Committee has its main duties and responsibilities as follows:

-   To review the financial reporting in order to ensure its accuracy
    and adequacy.

-   To review the internal control system and internal audit in order to
    ensure its suitability and effectiveness.

-   To review and ensure that the company has complied with the Stock
    Exchange of Thailand’s Code of Best Practice for Directors and
    Listed Company and in compliance with applicable laws and
    regulations.

-   To consider the disclosure of transactions with related parties or
    transactions that may cause conflict of interest in order to ensure
    its accuracy and completeness.

-   To recommend and appoint the auditors.

-   To perform any other duties as delegated by the company’s Board of
    Directors with the consent of the Audit Committee.

During the financial year 2000, the Audit Committee has convened
altogether 5 meetings in order to review the quarterly and annual
financial statements ending December 31, 2000. The Committee held
meeting with external auditors, management, accounting, finance, and
internal audit divisions to consider the preparation and presentation of
the financial reports. They took note of the external auditor’s
statement and suggestion after his/her joint auditing effort with the
management and other persons involved in the reviewing of data before
submitting to SET. They reviewed and worked with the management to set
up an efficient and appropriate internal control and audit. However,
2000 was only the starting point of this Committee. In future, the
Committee shall work towards a more developed internal audit system in a
broader and more efficient manner. Once such system is in place, it
shall serve the management as an effective supervisory tool to ensure
that the policy is duly implemented. Besides, it can pave the way for
the company to become the one with a sound supervisory system in due
course.

In 2001, the committee shall consider and approve the internal audit
plan submitted by the internal audit division. In addition, they shall
require that a quarterly audit report be submitted for their
consideration. They have also proposed to the Board of Directors to
re-appoint AMC Co., Ltd. as the company’s auditor for 2001. This will
later be proposed to the General Meeting of the Shareholders for
approval.

(Mr.Saroch Lamlertprasertkul)

  Chairman of The Audit Committee

March 19, 2001

(Letter from the Auditor)

March 2, 2001

The Board of Directors

SE-EDUCATION PUBLIC CO., LTD.

46/87-90 19th Floor, Nation Tower Building,

Bangna-Trad Rd, Km 4.5, Bangna Bangkok 10260

Re: Report on Internal Control and Accounting Systems

Dear sirs,

In auditing the financial statements of SE-EDUCATION PUBLIC COMPANY
LIMITED for the year ended on December 31, 2000 in accordance with
generally accepted auditing standards so that to give an opinion as to
whether such financial statements show a true and fair view of the
financial position and the operating result of the said company and
conform with generally accepted accounting principles, which have been
applied on a consistent basis as in previous year, we have studied and
evaluated the efficiency of the accounting internal control system in
areas where we felt it would be beneficial and suitable for the conduct
of a careful audit within the scope required.

However, since only the random sampling method was used, not every
account transaction has been audited, and the main objective of our
study and evaluation of the efficiency of the accounting internal
control system is as stated above, it is, therefore, not possible to
pin-point all weaknesses that may exist in the internal control system.

Nevertheless, no significant weakness was found in the accounting
internal control system which would affect the financial statements.

We would like to thank the management for giving us the honor by having
faith in our service and also thank the accounting staff for their full
cooperation.

Truly yours,

(Somchai Kurujitkosol)

Managing Director