11 Related party transactions 

During 2003, the Company had significant business transactions with its
subsidiaries, associated and related companies (related by way of common
shareholders and/or common directors).

Laguna Resorts & Hotels Public Company Limited by the nature of its
product and its complex group structure has a large number of related
party transactions. Laguna Phuket is an integrated resort with a number
of hotels and associated resort services being incorporated in different
companies within the group. This in itself results in a significant
number of related party transactions which are considered to be
necessary and reasonable for the operation of Laguna Phuket. The nature
of these transactions are summarised below:

-   Loans to subsidiary companies and between group companies are
    unsecured and are denominated in Thai Baht. The loans carry interest
    at a rate equal to the lenders’ borrowing costs per annum plus a
    margin of 1.1%. Where loans have been made by Allamanda Vacation
    Club Ltd to subsidiaries, the interest rate charged is 6%. The loans
    are repayable on demand, however it is expected that those loans
    would not be called for repayment in the short-term. Therefore such
    loans are recorded as non-current assets/liabilities in the balance
    sheet.

-   Costs are often incurred in one company within the group which are
    reimbursed by the company to which the expense relates. Actual costs
    are reimbursed with no handling costs applied.

-   In a number of instances goods and services that are consumed by
    customers in one part of Laguna Phuket are billed centrally to the
    customer at the hotel at which the customer is staying. Such charges
    relate to meals at restaurants, golf fees, treatments at Spa’s and
    goods purchased at shops in the resort. On receiving the funds
    centrally from the customer, the hotel reimburses the company in
    which the goods and services are consumed. Actual receipts are paid
    and handling charges are generally not charged with the exception of
    credit card commissions as noted below.

-   When monies are received in a different company in which the revenue
    was earned, credit card commissions are deducted from the gross
    receipts of customers in the company in which the monies were
    received. As a result there is an inter company charge that passes
    on the cost to the company in which the revenue is recognised. The
    rates charged range from 2% to 4% of the revenue and are based on
    the actual commissions charged by the credit card companies.

-   Laguna Beach Resort charges a commission to Banyan Tree Spa Co.,
    Ltd. for guests that it provides to the closely located Spa. The
    commission is paid by the Spa to incentivise Laguna Beach Resort to
    market the Spa’s facilities to its guests. The rates charged range
    from 5% to 10% of spa revenue based on the number of guests that the
    Laguna Beach Resort provides to the Spa each month.

-   There was previously a charge from the golf course to the hotels on
    the basis that the golf course is a facility for all of the hotels
    in Laguna Phuket to use. The rate charged to each hotel was Baht
    10,000 per hotel room per annum. From 1 January 2003 this charge is
    no longer being made to the hotels as the golf course is now a
    profitable stand alone operation.

-   Laguna Service Co., Ltd. provides centralised services to each
    operation in the group located in Laguna Phuket which are charged at
    the following rates:

  - Utility charge : at the determined price and actual usage

  - Laundry charge : at the price as based on cost plus certain margin

  - Beach cleaning, transportation charges, : based on actual cost

computer training centre and staff buses

  - Marketing fee : at the rate of 1 % of hotel operations revenue

-   The employees of the PCD division of LRH manage projects that are
    undertaken by the groups operations during the year. The contracted
    fee is set at a rate of 5% of the actual or budgeted costs of the
    project which is on normal commercial terms and conditions.

-   Operating agreements to manage the hotels are on the following
    terms:

(i) the management contract of the Banyan Tree Phuket pays a basic
    management fee of 2% of total revenue and an incentive fee of 7.5%
    of gross operating profit. In addition, expenses relating to the
    sharing of promotional campaigns and adverts, sales staff salaries,
    central reservations and international sales offices incurred by the
    Banyan Tree corporate head office are reimbursed on the basis of
    each of the individual hotels revenue in the Banyan Tree group.

(ii) the management contract of the Dusit Laguna Resort pays a basic
     management fee of 2% of total revenue and an incentive fee of 5% of
     gross operating profit. In addition the sharing of promotional
     campaigns and adverts incurred by the Dusit Thani corporate head
     office are reimbursed.

(iii) the management of the golf course is governed by the Technical
      Assistance Agreement to conduct the golf business. The terms of
      the agreement set a basic management fee of 3% of total revenue
      and an incentive fee of 10% of gross operating profit.

  All management fees are consistent with industry practice and the
  share of group marketing costs incurred by LBT and LRH are the
  reimbursement of costs benefiting each of the hotels. As a result
  these transactions are on normal commercial terms and conditions.

-   Discounts are provided on retail sales between group companies as
    follows:

(i) sales from Banyan Tree Gallery (Thailand) Limited and other Thai
    subsidiary and related companies which are priced at a 30% to 50%
    discount to the retail price; and

(ii) sales from Banyan Tree Gallery (Thailand) Limited to Banyan Tree
     Gallery (Singapore) Pte Limited and shops in Bintan and the
     Maldives which are priced at cost plus a handling fee of 5%. In
     this instance BTG (T) acts as a purchasing agent on behalf of
     BTG (S) in order to centralise the purchasing function.

-   Rent is paid for premises and land and are on the following bases:

  (i) Rental of hotel premises and service income is on the basis of 5%
  to 11.5% of sales revenue which is dependent on criteria such as the
  location, budgeted sales, term of the lease, size of area leased and
  type of operation. Rent charged is on normal commercial terms and
  conditions.

(ii) rental of office space with monthly rent varying from Baht 200 to
     Baht 550 per square metre which is dependent on criteria such as
     the location, term of the lease, and size of area leased.

(iii) rental of space in Canal Village for AVC and Property Sales
      offices. The rates charged range from Baht 260 to Baht 283 per
      square metre.

(iv) rental of hotel premises is on the basis of Baht 900 to Baht 937
     per square metre which is dependent on criteria such as the
     location, term of the lease, and size of area leased.

(v) rental of land on which hotel premises are located at the rate of
    Baht 11.9 million to Baht 13.1 million per annum.

(vi) rental of land on which hotel operations are located at the rate of
     Baht 1.3 million to Baht 1.4 million per annum.

(vii) rental of a marquee which is rented on normal commercial terms.

(viii) rental of land on which the shopping village and staff dormitory
       are located at the rate of Baht 0.5 million to Baht 1.2 million
       per annum.

(ix) rental of land on which hotel premises are located at the rate of
     Baht 4.5 million per annum.

  Rents charged and paid are on normal commercial terms and conditions
  and are on an arms length basis.

-   The purchase of lease rights of 27 hotel units in the Angsana Resort
    & Spa on Bintan Island, Indonesia for use as inventory in the
    time-share business at the price specific in the agreement. The
    purchase price was at a significant discount to the listed price for
    the properties.

  Until such time the Allamanda Vacation Club commences its time share
  business in Bintan, a Management Agreement is in place whereby a 15
  percent return per annum of the investment in the leasehold rights is
  received.

-   The Allamanda Vacation Club purchases vouchers from the Banyan Tree
    Spa which it provides to potential customers as a marketing tool.
    These Spa vouchers are priced at a 40% discount to the Spa list
    price.

-   Purchase of Banyan Tree Spa and Banyan Tree Gallery vouchers for
    distribution to management to provide an additional benefit scheme.
    The vouchers will be issued yearly to qualifying executives and will
    be valid only within the year of issue.

-   Other one off related party transactions occurred during 2003 which
    included in the detailed listing of significant related party
    transactions that follows:

It is the group’s policy to ensure that there is no conflict of interest
when related party transactions are executed. All existing related party
transactions are communicated by each of the operations within Laguna
Phuket on a quarterly basis and reviewed by management. New proposed
related party transactions are identified by and/or communicated to
higher level management and the transactions are approved by either the
shareholders, directors on senior management in accordance with the
requirements of the SEC. All new significant related party transactions
(not requiring shareholders approval) are presented to the independent
directors in the Audit Committee for opinion which includes
demonstrating that the transaction is on commercial terms and on an arms
length basis. Once recommended by the Audit Committee the transaction is
approved by the Board of Directors whereby interested directors do not
take part in approving the transaction.

It is the intention of the Company to minimise the incidence of related
party transactions wherever practicable. However given the nature of the
group structure and the groups business it is not possible to cease many
of the current transactions. As a result the group’s future policy is
geared towards ensuring that all current and future transactions are
necessary and are on commercial terms and conditions.

Related party transactions, which have been concluded on the terms and
bases determined by the Company and those companies, or in accordance
with the agreement, are detailed below. Significant transactions greater
than Baht 1 million are disclosed separately and non significant
transactions have been grouped.

RELATED PARTY TRANSACTIONS IN YEAR 2003

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  ---------- ------ ------ ------------ ------------ ----- ------ ------ ------ -------- ---------------- --- ---- ---- ----- ------
  PURCHASE                                                                                                                    
  OF SPA                                                                                                                      
  VOUCHERS                                                                                                                    

  75         LRH    BTSL   Purchase of  Face value   N/A   1.27   0.41   TWC,   Common   Vouchers to use  2   NA   NA   (b)   KPH,
                           Banyan Tree  of voucher                       BTHL   Shr      spa services                   (c)   APV
                           Spa vouchers                                                  from the Banyan                (d)   
                           for                                                           Tree Spa                             
                           management                                                    provided to                          
                           benefits                                                      management as a                      
                                                                                         benefit                              

  76                       PURCHASE OF                     1.14                                                               
                           SPA VOUCHERS                                                                                       
                           <1.0 MB                                                                                            

  OTHER                                                                                                                       

  77         AVC    BTS    Purchase of  40% discount N/A   2.46   0.12   TWC,   Common   Spa services     2   NA   NA   (b)   KCH
                           spa coupons  on Spa rack                      BTHL   Shr      provided by AVC                (c)   
                                        rate                                             as a marketing                 (d)   
                                                                                         tool to attract                      
                                                                                         prospects to                         
                                                                                         attend                               
                                                                                         presentations.                       
                                                                                         Significant                          
                                                                                         discount to rack                     
                                                                                         rate provided.                       

  78         PTBH   CGL    Rental       15% per      N/A   9.06   4.45   TWC,   Common   Purchase of      2   NA   NA   (b)   APV
                           return from  annum of the                     TRL    Shr      units to set up                (c)   
                           27 units in  investment                                       a timeshare                    (d)   
                           the Angsana  in the                                           operation in the                     
                           Bintan       leasehold                                        Angsana Bintan                       
                           resort       rights                                           resort. A very                       
                                                                                         good rental                          
                                                                                         return is being                      
                                                                                         received from                        
                                                                                         the hotel prior                      
                                                                                         to setting up                        
                                                                                         operation.                           
  ---------- ------ ------ ------------ ------------ ----- ------ ------ ------ -------- ---------------- --- ---- ---- ----- ------

RELATED PARTY TRANSACTIONS IN YEAR 2003 (CONT’D)

[TABLE]

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REFERENCE FOR REASON of Having Related Person Being a Shareholder in
lieu of the Co.

+----+----------------------+-----------------------------------------+
| Re |   Relationship       |   Reason                                |
| f. |                      |                                         |
+----+----------------------+-----------------------------------------+
| (  |   TWC owns 34.78% in |   TWC was the original joint venture    |
| a) |   LRH and 10% in LBC |   partner in LBC. On 29 May 2003, TWC   |
|    |                      |   subsequently sold its 10% of          |
|    |                      |   shareholding in LBC to LRH.           |
+----+----------------------+-----------------------------------------+
| (  |   TWC owns:          |   TWC has interests in hotels and       |
| b) |                      |   resorts and LRH was a spin off from   |
|    |   - 34.78% in LRH,   |   TWC when it consolidated most of its  |
|    |                      |   hotel interests into LRH. Apart from  |
|    |   - 87.45% in TWPL,  |   LRH, TWC also has hotel interests     |
|    |                      |   through TRL. TWC's other interests    |
|    |   - 19.80% in TRL,   |   include commercial and residential    |
|    |                      |   property development (through TWPL,   |
|    |   - 45.45% in TWFP,  |   TWRL, MJL) as well as consumer food   |
|    |                      |   products (through TWFP).              |
|    |   - 99.99% in TWRL,  |                                         |
|    |                      |                                         |
|    |   - 49.99% in MJL    |                                         |
+----+----------------------+-----------------------------------------+
| (  |   BTHL owns :        |   BTHL has interests in hotel           |
| c) |                      |   operations worldwide and Thailand is  |
|    |   - 45.89% in LRH*,  |   one of these countries. BTHL and LRH  |
|    |                      |   have a joint venture relationship in  |
|    |   - 49.00% in BTS,   |   several companies in using the Banyan |
|    |                      |   Tree brandname and know-how for the   |
|    |   - 49.00% in BTG    |   mutual benefit of maximising the      |
|    |   (T),               |   return on such investments.           |
|    |                      |                                         |
|    |   - 49.00% in BTG    |                                         |
|    |   (S),               |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTHR, |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTGC, |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTR   |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTSL  |                                         |
+----+----------------------+-----------------------------------------+
| (  |   TRL owns:          |   TRL has interests in hotels and       |
| d) |                      |   resorts and TWC and BTHL were a spin  |
|    |   - 1.45% in BTHL    |   off from TRL when it consolidated     |
|    |                      |   most of its hotels interests into TWC |
|    |   - 100.00% in GSI   |   and BTHL.                             |
|    |                      |                                         |
|    | -   19.80% in TRLI,  |                                         |
|    |     who owns 44.93%  |                                         |
|    |     in BTHL, through |                                         |
|    |     GSI              |                                         |
|    |                      |                                         |
|    | -   55.00% in PTBH   |                                         |
+----+----------------------+-----------------------------------------+

Note * Percentage of shareholding as at the latest share register book
closing of LRH on 9 April 2003.

REFERENCE FOR Procedures for Approving Related Transaction

Re: Rules and Procedures and Disclosure of Connected Transactions of
Listed Company dated 17 February 1993

  ----------- -------------------------------------------------------------
  Reference   Reason

  1           Transaction is less than 0.03% of the Company’s NTA.

  2           Normal course of business pursuant to clause 8 (1) of SET’s
              regulations under “Notification of the Stock Exchange of
              Thailand Re : Rules, Procedures, and Disclosures of Connected
              Transactions of Listed Companies”.

  3           Normal course of business pursuant to clause 8 (2) of SET’s
              regulations under “Notification of the Stock Exchange of
              Thailand Re : Rules, Procedures, and Disclosures of Connected
              Transactions of Listed Companies”.
  ----------- -------------------------------------------------------------

REFERENCE FOR Valuation Price / Rental Fee Assessed by 3rd Parties

+-----+-----+----------------------------------------------------------+
| Ref | Tr  | Justification for Transactions                           |
| ere | ans |                                                          |
| nce | act |                                                          |
|     | ion |                                                          |
|     | T   |                                                          |
|     | ype |                                                          |
+-----+-----+----------------------------------------------------------+
| A   | Ret | - Rental rate set at a sqm basis is in line with market  |
|     | ail | rate.                                                    |
|     | Ren |                                                          |
|     | tal | - The majority of the rental of Banyan Tree Gallery, Spa |
|     |     | and Courtyard are contracted on a % of revenue basis and |
|     |     | have been separately negotiated with the management of   |
|     |     | each hotel operation.                                    |
|     |     |                                                          |
|     |     | - Spa contracts being negotiated with other unrelated    |
|     |     | hotel operators are also structured on a % of revenue    |
|     |     | basis i.e. this is the general rental policy applied by  |
|     |     | the Banyan Tree Group.                                   |
+-----+-----+----------------------------------------------------------+
| B   | Off | - Rental rate is in line with market rate. Generally in  |
|     | ice | the upper range if compared to the same building in a    |
|     | Ren | similar location.                                        |
|     | tal |                                                          |
|     |     | - Terms and conditions in the agreement are similar to   |
|     |     | other customers and the market.                          |
|     |     |                                                          |
|     |     | - Service has been separated from rental for tax         |
|     |     | reasons.                                                 |
+-----+-----+----------------------------------------------------------+
| C   | L   | - Land lease rates are very different in the market      |
|     | and | depending on the location and type of land.              |
|     | Ren |                                                          |
|     | tal | - NPV calculation of rent charged has been compared to   |
|     |     | valuations as performed by an independent property       |
|     |     | valuer.                                                  |
+-----+-----+----------------------------------------------------------+

  Financial Assistance

  In 2003, the Company entered into significant transactions with
  related companies which there were persons with mutual interest as
  follows:-

  Lending

Million Baht

[TABLE]

  Guarantees

Million Baht

+------+-----+----+-----+-----+------------+-------------------------+
| G    | Deb | 20 | 2   | P   | Nature of  | Necessity /             |
| uara | tor | 03 | 002 | ers | Re         | Reasonableness of       |
| ntor |     | Am | Amo | ons | lationship | contract                |
|      |     | ou | unt | w   |            |                         |
|      |     | nt |     | ith |            |                         |
|      |     |    |     | mut |            |                         |
|      |     |    |     | ual |            |                         |
|      |     |    |     | in  |            |                         |
|      |     |    |     | ter |            |                         |
|      |     |    |     | est |            |                         |
+------+-----+----+-----+-----+------------+-------------------------+
| LRH  | LSC | 2. | 2   | T   | Common     | 1. Due to their         |
|      |     | 00 | .00 | WC, | S          | financial size, the     |
|      |     |    |     | B   | hareholder | debtors are not able to |
|      |     |    |     | THL |            | obtain favorable        |
|      |     |    |     |     |            | borrowing terms from    |
|      |     |    |     |     |            | banks without the       |
|      |     |    |     |     |            | guarantee of LRH /      |
|      |     |    |     |     |            | TWRH.                   |
|      |     |    |     |     |            |                         |
|      |     |    |     |     |            | 2. It is a generally    |
|      |     |    |     |     |            | accepted practice to    |
|      |     |    |     |     |            | rely on the parent      |
|      |     |    |     |     |            | company's financial     |
|      |     |    |     |     |            | strength to act as a    |
|      |     |    |     |     |            | guarantor for its       |
|      |     |    |     |     |            | subsidiaries borrowings |
|      |     |    |     |     |            | to obtain favorable     |
|      |     |    |     |     |            | terms which result in   |
|      |     |    |     |     |            | higher profitability    |
|      |     |    |     |     |            | for the group.          |
+------+-----+----+-----+-----+------------+-------------------------+
| LRH  | BTG | 7. | 7   | T   | Common     |                         |
|      | (T) | 00 | .00 | WC, | S          |                         |
|      |     |    |     | B   | hareholder |                         |
|      |     |    |     | THL |            |                         |
+------+-----+----+-----+-----+------------+-------------------------+
| LRH  | PCD | 0. | 0   | TWC | Common     |                         |
|      |     | 50 | .50 |     | S          |                         |
|      |     |    |     |     | hareholder |                         |
+------+-----+----+-----+-----+------------+-------------------------+
| LRH  | Wen | 1. | 1   | KP  | Common     |                         |
|      |     | 00 | .00 |     | Director   |                         |
+------+-----+----+-----+-----+------------+-------------------------+
| T    |     | 1  | 10  |     |            |                         |
| otal |     | 0. | .50 |     |            |                         |
| G    |     | 50 |     |     |            |                         |
| uara |     |    |     |     |            |                         |
| ntee |     |    |     |     |            |                         |
| Baht |     |    |     |     |            |                         |
+------+-----+----+-----+-----+------------+-------------------------+

ABBREVIATIONS

+-------+---------------------------+-------+-------------------------+
|       |   PT Allamanda Vacation   |       |   Laguna Banyan Tree    |
|  AVCI |   Club (Indonesia) AVC    |  LBTL |   Limited               |
|       |   Indonesia               |       |                         |
+-------+---------------------------+-------+-------------------------+
|   AVC |   Allamanda Vacation Club |   LGL |   Laguna Grande Limited |
|       |   Limited                 |       |                         |
+-------+---------------------------+-------+-------------------------+
|   BGL |   Bangtao Grande Limited  |   LRH |   Laguna Resorts &      |
|       |                           |       |   Hotels Public Company |
|       |                           |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Golf Club   |   LSC |   Laguna Services       |
|  BTGC |   Ltd.                    |       |   Company Limited       |
+-------+---------------------------+-------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   MJL |   Mae Joe Land Company  |
|   (T) |   (Thailand) Ltd.         |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   PCD |   PCD Limited           |
|   (S) |   (Singapore) Pte., Ltd.  |       |                         |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Holdings    |       |   PT Bintan Hotel       |
|  BTHL |   Pte., Ltd.              |  PTBH |                         |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Hotels and  |   TRL |   Tropical Resorts Ltd. |
|  BTHR |   Resorts Pte. Ltd.       |       |                         |
+-------+---------------------------+-------+-------------------------+
|   BTR |   Banyan Tree Resorts     |   TWC |   Thai Wah Public       |
|       |   Ltd.                    |       |   Company Limited       |
+-------+---------------------------+-------+-------------------------+
|   BTS |   Banyan Tree Spa Company |       |   Twin Waters           |
|       |   Limited                 |  TWDC |   Development Company   |
|       |                           |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Spas Pte.   |       |   Thai Wah Plaza        |
|  BTSL |   Ltd.                    |  TWPL |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   CGL |   Cheer Golden Ltd.       |       |   TWR-Holdings Limited  |
|       |                           |  TWRH |                         |
+-------+---------------------------+-------+-------------------------+
|   GSI |   Golden Sand Investment  |   Wen |   Wenco Thai Limited    |
|       |   Ltd.                    |       |                         |
+-------+---------------------------+-------+-------------------------+
|   LBC |   Laguna Beach Club       |       |                         |
|       |   Limited                 |       |                         |
+-------+---------------------------+-------+-------------------------+
|       |                           |       |                         |
+-------+---------------------------+-------+-------------------------+

INITIALS

+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ho Kwon Ping (resigned |   JRB |   Mr James R. Batt      |
| KPH |   from his directorship in  |       |                         |
|     |   TWC since April 2003)     |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ho Kwoncjan (resigned  |   SS  |   Dr Sretsei            |
| KCH |   from his directorship in  |       |   Saittagaroon          |
|     |   TWC since April 2003)     |       |   (resigned from his    |
|     |                             |       |   directorship in TWC   |
|     |                             |       |   since April 2003)     |
+-----+-----------------------------+-------+-------------------------+
|     |   Ms Chiang See Ngoh        |   MA  |   Mr Michael R. Ayling  |
| CSN |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ariel P. Vera          |   NT  |   Mr Niyom              |
| APV |                             |       |   Tassaneetipagorn      |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Tee Hwee Liang         |   CH  |   Mr Kuan Chiet         |
| HLT |   (resigned from his        |       |   (resigned from his    |
|     |   directorship in TWC since |       |   directorship in TWC   |
|     |   April 2003)               |       |   since April 2003)     |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Surapon Supratya       |   NS  |   Ms Nongporn           |
| SSU |   (resigned from his        |       |   Siripattanadolk       |
|     |   directorship in TWC since |       |   (resigned from her    |
|     |   April 2003)               |       |   directorship in LRH   |
|     |                             |       |   group of companies    |
|     |                             |       |   since January 2004)   |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Phitak                |   BB  |   William C. Barnett    |
|  PB |   Boonpojanasoontorn        |       |   (resigned form his    |
|     |                             |       |   directorship in LRH   |
|     |                             |       |   group of companies    |
|     |                             |       |   since September 2003) |
+-----+-----------------------------+-------+-------------------------+