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 Tumboom Bangneaw, Phuket of 1 Ngan 70 sq
wah, 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 case is now under the Appeal Court’s consideration.

6.1.2 Black Case No.2360/2551 and 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 Tongkah Harbour 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. Montha Kongkum, 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, Tongkah Harbour 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. Montha
Kongkum (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.

The petition is now under the Court’s consideration.

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

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 Court did 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.

6.1.4 Black Case No. Aor 2132/2551 and Red Case no. Aor C212/2552 of the
Criminal Court

On June 9, 2008, Mr. Tai Chong Yih, the Plaintiff, filed a criminal
plaint against Mr. Ronald Ng Wai Choi, the 1^(st) Defendant, Dr. John
Peter Mills, the 2^(nd) Defendant, Ms. Montha Kongkum, the 3^(rd)
Defendant, Tongkah Harbour Plc., the 4^(th) Defendant, Sky Cliff
Co.,Ltd., the 5^(th) Defendant and Sintana Holding Co.,Ltd., the 6^(th)
Defendant, charging them with misappropriation, fraud and defamation.
However, we are preparing a defamation suit as there are no grounds for
his allegations.

TCY has alleged that three directors of SCL have perpetrated fraud on
him. Apart from Mr. Ronald Ng Wai Choi as a Managing Director of Tongkah
Harbour Plc., other directors have never met TCY prior to him taking up
his position.

TCY was a former Country Head of a foreign bank in Thailand and only
after being legally terminated did TCY file fraud charges and damages.
TCY had failed an important undertaking that was, to arrange for finance
and construction of SCL’s project prior to April 1, 2007.

TCY could not prove his allegations and charges during the preliminary
examination.

On December 14, 2009, the Criminal Case, Black Case no. 2132/2551 with
Mr. Tai Chong Yih, the Court ruled in our favour that there were no
criminal grounds on either fraud, misappropriation or defamation and
therefore dismissed the case against all Defendants.

6.2 Labour Court Cases

6.2.1 Black Case no. 7208/2552 of the Labour Court

On November 4, 2009, Mr. Varin Cherdboonmuang, a former Company’s
Consultant, filed the complaint against Tongkah Harbour 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.

6.2.2 Black Case no.2692/2552 and Red Case no. 5159/2552 of the Labour
Court

On April 9, 2009, Ms. Rose Bussayakanon, a former Company Secretary and
Deputy Chief Financial Officer, filed a complaint to the Labour Court on
the grounds of unfair and illegal termination of the employment claiming
sums of Baht 20,931,500. The Court rescheduled June 9, 2009 for the
examination of evidence.

On October 14, 2009, the Court mediates the case and both parties agreed
with the settlement, the Company agreed to pay allowance to Ms. Rose in
the amount of Baht 520,000 and Ms. Rose accepts the mentioned allowance
and will not take any further actions to the court, the case is
therefore closed.

6.2.3 Black Case no.4812/2552 and Red Case no. 5198/2552 of the Labour
Court

On August 3, 2009, Mr. Tai Chong Yin filed the complaint against Sky
Cliff Limited and Tungkum Limited, subsidiary companies, on the grounds
of unfair and illegal termination of the employment contract claiming
sums of Baht 2,763,960. The Court scheduled October 8, 2009 for the
examination of evidence by defendant which confirmed the right of
termination pursuant to employment contract.

On October 8, 2009 the Court mediates the case and both parties agreed
with the settlement. The Company agreed to pay allowance to Mr. Tai
Chong Yih in the amount of Baht 250,000 without any interest and
additional payment within 7 days. The payment was made within the
specified period, Mr. Tai Chong Yih therefore withdraw the case and did
not take any further action in any court. The case is therefore closed.

6.3 Civil 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. The
Motion is now under the Court’s consideration.

6.4 Administrative Court Case with Agriculture Land 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 Court by
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.

Now, the case is under the process of the Court’s collection of
evidence.