1.  Management

  2.9.1 Management’s Structure

1.  Organization Chart

The Group Lease Public Company Limited management’s structure consists
of two directors’ group, which are the Company’s Board of Directors and
of and the Audit Committee.

Management structure consists of 2 groups of committee which are
Directors committee and Audit Committee.

2.  Company’s Board of Directors’ Structure

  As at 31^(st) December 2005, the company’s Board of Directors of 11
  directors as follows:

+----+----------------------------+------------------------------------+
| Di |                            | Position                           |
| re |                            |                                    |
| ct |                            |                                    |
| or |                            |                                    |
| s’ |                            |                                    |
| Na |                            |                                    |
| me |                            |                                    |
+----+----------------------------+------------------------------------+
| 1. | Mr. Samart Chiradamrong    | Chairman of the Board of Directors |
+----+----------------------------+------------------------------------+
| 2. | Mr.Kiatichai Pongpanich    | Vice Chairman of the Board of      |
|    |                            | Directors                          |
+----+----------------------------+------------------------------------+
| 3. | Mr. Amnarj Prasertwuth     | Managing Director                  |
+----+----------------------------+------------------------------------+
| 4. | Air Chief Mashal Prachoom  | Director                           |
|    | Chaisiri                   |                                    |
+----+----------------------------+------------------------------------+
| 5. | Mr. Dhatri Prapapant       | Director                           |
+----+----------------------------+------------------------------------+
| 6. | Mr. Likasit Pansomchit     | Director                           |
+----+----------------------------+------------------------------------+
| 7. | Mr. Prapat Aphiphunya      | Director                           |
+----+----------------------------+------------------------------------+
| 8. | Mr. Anurak Inthraphuvasak  | Director                           |
+----+----------------------------+------------------------------------+
| 9. | Police General Vasit       | Chairman of the Audit committee    |
|    | Dejkunjorn                 |                                    |
|    |                            | And Independent Director           |
+----+----------------------------+------------------------------------+
| 1  | Mr. Satit Rungkasiri       | Audit Committee And Independent    |
| 0. |                            | Director                           |
+----+----------------------------+------------------------------------+
| 1  | Mr.Likhit Sirinarud        | Audit Committee And Independent    |
| 1. |                            | Director                           |
+----+----------------------------+------------------------------------+
| S  |                            |                                    |
| ec |                            |                                    |
| re |                            |                                    |
| ta |                            |                                    |
| ri |                            |                                    |
| es |                            |                                    |
| to |                            |                                    |
| t  |                            |                                    |
| he |                            |                                    |
| B  |                            |                                    |
| oa |                            |                                    |
| rd |                            |                                    |
| of |                            |                                    |
| D  |                            |                                    |
| ir |                            |                                    |
| ec |                            |                                    |
| to |                            |                                    |
| rs |                            |                                    |
| a  |                            |                                    |
| re |                            |                                    |
+----+----------------------------+------------------------------------+
| 1. | Mrs. Wanna Laicharoenwong  | Secretary of the Board of          |
|    |                            | Directors                          |
|    |                            |                                    |
|    |                            | and the company’s secretary        |
+----+----------------------------+------------------------------------+
| 2. | Miss Watcharaporn          | Assistant secretary of the Board   |
|    | Meruthong                  | of Directors                       |
+----+----------------------------+------------------------------------+

  Authorize Directors

  The directors who have authority to sign in the name of the company
  are Mr. Samart Chiradamrong or Mr. Kiatichai Pongpanich or Mr. Amnarj
  Prasertwuth, 2 of these 3 signature together with the company’s logo.

  The authority of legal accuse, to force, to against the law, to
  proceed in any civil suit/criminal case, to report/cancel adversity to
  police, to file a suit in proceed the bankrupt cases. Furthermore that
  authority which include calling back, confiscating the company’s
  asset, and cash from debtors, personnel, appoint Mr. Samart
  Chiradamrong as Chairman of the Board of Directors or Mr. Amnarj
  Prasertwuth as Managing director together with the company’s logo to
  sign in.

  Responsibilities of Directors

  Directors take responsibility in managing the company’s operation
  according to legal, the company’s objectives, its regulations and
  resolutions of shareholders’ minutes with loyalty and carefulness ,
  which can be concluded as following

1.  To arrange the shareholder meeting within 4 months after closing
    accounting period.

2.  To arrange the board of directors’ meeting quarterly.

3.  To present financial statement, both balance sheet and income
    statement, which has already examined from external auditor to
    shareholders to approve.

4.  To appoint a proxy-managing director who does manage under Board of
    directors’ control. Board of directors to appoint a proxy to
    function or to have specific authorization under Board of directors’
    agreement at specific of period. However Board of directors can
    cancel, withdraw, or change the given authorization. Appointing a
    proxy who must do management instead of Board of directors, should
    be agreed by Board of directors’ minutes. Furthermore there should
    have independence directors and audit committee involved in that
    minute. If any director contradict that a proxy, the minutes should
    be recorded that incident clearly.

5.  To set up the targets, direction, policy, plan, and the company’s
    budget and to control and supervise management system to reach the
    policy. Except the subjects which need the approval of shareholders
    such as legal regulation- increasing or decreasing capital,
    sale/purchase or transferring entity, and correcting the company’s
    prospectus.

6.  Furthermore directors have to responsible in controlling the company
    operate under the Sucurities and Exchange Act. and the Stock
    Exchange of Thailand’s rules such as transactions about related
    companies and sale or purchase relevant assets.

7.  To generate management structure such as appointing management
    committee, managing director, general managers and other committee
    appropriately.

8.  To follow to the performance of operation whether it complies with
    plan and budgeting or not.

9.  Director cannot operate or be partner in any business which is in
    the same business of the company or that business is the company’s
    competitor whether that benefit is belong to himself or others.
    Except that action is informed in shareholders’ meeting before
    appointing.

10. Director has to inform the company promptly if he is involved
    directly or indirectly in any benefit which comes from the company’s
    contract including increasing and decreasing of capital/debenture of
    director.

  However that above authorization which gives to director doesn’t
  include the authorization in approving the transactions which cause
  conflict of interest to the company’s advantage. This limitation
  complies to the Stock Exchange of Thailand’s rules, the approval of
  such transactions have to be resolved in Board of directors of
  Shareholder according to the company’s regulation or related law.

2.  Audit Committee

  As of December 31, 2005 there are 3 independent directors in audit
  committee as following:

+---+-----------------+----------+-------------------------------------+
| N |                 |          | Position                            |
| a |                 |          |                                     |
| m |                 |          |                                     |
| e |                 |          |                                     |
+---+-----------------+----------+-------------------------------------+
| 1 | Police General  | De       | Chairman of Audit Committee         |
| . | Vasit           | jkunjorn |                                     |
|   |                 |          | And Independent director            |
+---+-----------------+----------+-------------------------------------+
| 2 | Mr. Satit       | Ru       | Member of Audit Committee           |
| . |                 | ngkasiri |                                     |
|   |                 |          | And Independent director            |
+---+-----------------+----------+-------------------------------------+
| 3 | Mr.Likhit       | S        | Member of Audit Committee           |
| . |                 | irinarud |                                     |
|   |                 |          | And Independent director            |
+---+-----------------+----------+-------------------------------------+

  Responsibility of Audit Committee

  Audit Committee takes responsible subjected to Board of Directors and
  reports directly to Board of Directors as following

1.  To review the sufficiency and accuracy of financial report by
    communicating with external auditor and responsible management who
    has to provide financial statement quarterly and yearly. Audit
    committee can propose the external auditor to verify any specific
    transaction which is relevant between auditing period.

2.  To review with External Auditor and Internal auditor for sufficiency
    and effectiveness of Internal Control System and Internal Audit.

3.  To review the compliance with the Securities and Exchange Act., the
    Stock Exchange of Thailand’s rules, and related law.

4.  To appoint external auditor and its’ fee by taking truthfulness,
    sufficiency of resource, work load, and experiences of external
    auditor in account.

5.  To consider the sufficiency’s disclosure of related transactions,
    whether there is conflict of interest to the company’s advantage.

6.  To perform the duty according to Board of Directors’ and Audit
    Committee’s assignments such as reviewing financial management, risk
    management, and business ethics of management in relevant reports
    presented to public compliance with the Public Company Limited Act.
    That reports include management report and analysis report made by
    management.

7.  To provide the reports which present reviewing of internal control
    system by Audit Committee in annual report. Audit Committee’s
    reports have to be signed by Chairman of Audit Committee and that
    report has to represent the opinion of providing report system and
    representing information system in accuracy and reliable. And
    sufficiency of internal control system have to present in that
    report with the signature of Chairman of Audit Committee and its
    members.

8.  To report the activity of Audit Committee to Board of directors
    quarterly.

9.  To be involved in appointing, its fee, and canceling of internal
    Auditor and its’ Consultant

    2.  Management

  As of December 31, 2005 there are 8 members management as follows:

+---+-----------------------------+------------------------------------+
| N |                             | Position                           |
| a |                             |                                    |
| m |                             |                                    |
| e |                             |                                    |
+---+-----------------------------+------------------------------------+
| 1 | Mr. Samart Chiradamrong     | Chairman of the Board of Directors |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 2 | Mr. Amnarj Prasertwuth      | Managing Director                  |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 3 | Mr. Surasak Khemthongkum    | Credit and Marketing Manager       |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 4 | Mr. Wanchai Boontham        | Collection Manager                 |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 5 | Miss. Watcharaporn          | Accounting and Finance Manager     |
| . | Meruthong                   |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 6 | Mr. Somkid Charupaiboonphan | Administration and Personnel       |
| . |                             | Manager                            |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 7 | Mr. Thosaporn Lerdbhan      | Information Technology Manager     |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+
| 8 | Miss. Prapasri Jullamonthon | Operations Manager                 |
| . |                             |                                    |
|   |                             |                                    |
|   |                             |                                    |
+---+-----------------------------+------------------------------------+

Authority and Scope of Managing Director

1.  To operate and manage the company’s normal business.

2.  To operate and follow-up the company’s operation with the business
    plan and the company’s policy which set up by the Board of
    Directors.

3.  To approve the company’s expenses within the yearly budget which
    approved by the Board of Directors.

4.  To consider employment, promotion, transference, resignation and set
    up wages and salary of employee.

5.  To be the proxies in administer the company’s operation compliance
    with its’ objectives, regulations, discipline, and command.

6.  To make agreement and decision according to normal operation of the
    company. To make approval in the company’s operation compliance with
    level of authorization which is appointed by Board of Directors.
    Managing director also can appoint a proxy to act or do the duty
    which is necessary and appropriate. And that appointing should be
    done under the government’s regulations and the company’s
    discipline.

  However such appointing does not include the authority which provides
  Managing director or any proxy to approve the transactions or
  contracts that he is involved directly or indirectly in
  advantage/disadvantage. And that involvement cause in conflict of
  interest to the company or any related transaction which referred by
  the stock Exchange of Thailand’s regulations. However such appointing
  can be done by the approval of Board of Directors and Shareholders
  compliance with related law and the company’s regulations.

1.  Nominating Directors and the Management

    1.  Board of Directors

  The company doesn’t set up Nominating Committee, however Abilities,
  Experiences, Vision, and Credit are factors to consider in nominating
  directors. And propose the list to shareholders to appoint.

  The company’s regulations state that in each of annual general
  meeting, one of three of directors or nearest amount (1/3) must be
  resigned. In the first and second year after registering the entity,
  there would be the tickets for picking out name of resigned directors,
  the years later there will be the ranking in resignation. However the
  resigned directors can be re-nominated.

  Principle and voting method for nominating directors are

1.  Each shareholder shall have a number of votes equal to the number of
    shared held.

2.  Each shareholder must exercise all the votes he has according to
    number of shares held (as in item 1). He may nominate one or several
    persons as directors. If several persons be nominated, he may not
    shares his voting rights with others.

3.  The candidates shall be ranked in order descending from the highest
    number of votes received to the lowest, and shall be elected as
    directors equivalent to the number of directors who are elected by
    the meeting of shareholders. In the event that there is a tie in the
    last to be elected and this exceeds the said number of directors
    that the meeting of shareholders is required to appoint, the
    presiding Chairman shall have the deciding vote.

    1.  The Audit Committee

  The Boarding of Directors to appoint the Audit Committee’s members and
  term for holding office is 2 years.

1.  Remuneration of Directors and the Management

  Remuneration in Term of Money (Unit : Baht)

+---+-------------------------+----------------+---------------------+
| N |                         |                | 2005                |
| u |                         |                |                     |
| m |                         |                |                     |
| b |                         |                |                     |
| e |                         |                |                     |
| r |                         |                |                     |
| o |                         |                |                     |
| f |                         |                |                     |
| d |                         |                |                     |
| i |                         |                |                     |
| r |                         |                |                     |
| e |                         |                |                     |
| c |                         |                |                     |
| t |                         |                |                     |
| o |                         |                |                     |
| r |                         |                |                     |
| a |                         |                |                     |
| n |                         |                |                     |
| d |                         |                |                     |
| t |                         |                |                     |
| h |                         |                |                     |
| e |                         |                |                     |
| i |                         |                |                     |
| r |                         |                |                     |
| r |                         |                |                     |
| e |                         |                |                     |
| m |                         |                |                     |
| u |                         |                |                     |
| n |                         |                |                     |
| e |                         |                |                     |
| r |                         |                |                     |
| a |                         |                |                     |
| t |                         |                |                     |
| i |                         |                |                     |
| o |                         |                |                     |
| n |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 1 | Mr. Samart              | Chiradamrong   | 200,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 2 | Mr. Kiatichai           | Pongpanich     | 200,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 3 | Mr. Amnarj              | Prasertwuth    | 180,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 4 | Air Chief Mashal        | Chaisiri       | 200,000.00          |
| . | Prachoom                |                |                     |
+---+-------------------------+----------------+---------------------+
| 5 | Mr. Thatree             | Prapapan       | 190,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 6 | Mr. Likasit             | Pansomchit     | 200,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 7 | Mr. Prapat              | Aphiphunya     | 190,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 8 | Mr. Anurak              | Inthraphuvasak | 160,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 9 | Police General Vasit    | Dejkunjorn     | 230,000.00          |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 1 | Mr. Satit               | Rungkasiri     | 180,000.00          |
| 0 |                         |                |                     |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| 1 | Mr. Likhit              | Sirinarud      | 260,000.00          |
| 1 |                         |                |                     |
| . |                         |                |                     |
+---+-------------------------+----------------+---------------------+
| T |                         |                | 2,190,000.00        |
| o |                         |                |                     |
| t |                         |                |                     |
| a |                         |                |                     |
| l |                         |                |                     |
+---+-------------------------+----------------+---------------------+
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+---+-------------------------+----------------+---------------------+

  ------------------------------------------------ ----------------------
  Number of Management and their remuneration      2005

  Number of Management (person)                    8

  Salary, Bonus, Provident fund, and other         9.16
  remuneration (million Baht)                      
  ------------------------------------------------ ----------------------

2.  Corporate Governance

  Board of directors to realize the relevant of corporate governance to
  comply with the company’s regulations and Public Company Acts by the
  Stock Exchange of Thailand. The company has clear policy and
  procedures to ensure transparency, controllable, and to protect the
  interest of shareholder in long term by considering the corporate’
  ethics including stakeholders and society. In Board of directors’
  meeting no. 5/2004 which being held at April 23, 2004 involving 3
  members from the Audit committee, the company has ruled out the 15
  frameworks for good corporate governance as following

1.  Policy of Corporate Governance

  Board of Directors ensure the investors for long term growth by
  setting the policy of corporate governance as following

-   To be transparency and audibility of management including
    sufficiency of disclosure

-   To be carefulness and fully capability of management to utilize the
    highest interest of

-   To set risk management system by carefulness. And set the risk
    assessment including correction, preventive, and follow up system
    continuously.

-   To offer equitable to shareholders and stakeholders equally.

-   To write down and inform the discipline concerning ethics to
    boarding of directors, management, and personnel.

-   To set the management structure by identifying duty and
    responsibility of each procedures clearly.

2.  Right and Equitable Treatment of shareholders

  The company treats each shareholder fairly such as informing the
  company’s information, informing general annual meeting, right in
  voting, etc. Furthermore the company provides fairly convenience for
  shareholders in participating general annual meeting such as necessary
  documents, and also inform date time and the minutes before the
  meeting not less than 7 days. And shareholders can appoint a proxy to
  participate and to vote for their rights.

3.  Right of Stakeholders

  The company realizes the relevant of stakeholders who concern in the
  company’s operation. To support the co-operating between the company
  and stakeholders for creating maximum economics value to the company,
  the company sets the rules to each group stakeholders clearly as
  following

-   Management and personnel – The company treats the management and
    personnel fairly and gives appropriated remuneration.

-   Dealers – The company treats the dealers regarding to the contracts
    made between the company and Dealers.

-   Customers – The company realizes in the quality of services with
    appropriated price by concentrate and satisfy the customers’ need.

-   Competitors – The company treats the competitors fairly and also
    co-operate at appropriated time.

-   Social and Public – With the characteristic of the company, there is
    no cause that will affect to the society and public.

4.  Shareholders’ Meeting

  The company will inform the date, time, place, and the minutes of
  meeting to Shareholders. The period of meeting will be arranged
  appropriately and opened for shareholders to inquiry and suggest to
  Board of directors. The minutes of meeting also are filed and kept in
  security place in order to auditing.

5.  Leadership and Vision

  To ensure compliance with the policy of good corporate governance and
  for creating the highest interest to shareholders, directors should
  have the leadership, vision, and independence ideas as following

-   The Board of directors involved in planing of the company’s
    strategy, objective, policy, and budget.

-   There are 2 committees which are Board of directors who set the
    policy and administrative and Audit Committee who verify accuracy
    and completeness of financial reports, control internal system, and
    disclose the related transactions which may cause the conflict of
    interest to the company. Furthermore Audit Committee also follows up
    the consistency of each system compliance with the Securities and
    Exchange Commission.

6.  Conflict of Interest

  After being listed company, Board of Director proposed the preventive
  action for conflict of interest carefully and truthfully. Reasonable
  and independence of business ethics to get the total benefit,
  procedures to prevent conflict of interest are generated as following

-   To do transactions between the company and related persons, have to
    be considered and approved by Audit Committee in accordance with the
    Securities and Exchange Act. Somehow the persons who are involved in
    that transaction cannot vote.

-   To disclose and inform the related transactions to shareholders.
    Furthermore the appropriation and reasonable of price and
    transactions have to be verified and suggested by Audit Committee or
    independence financial consultant.

-   To prohibit directors and management in providing the company’s
    information for his advantage directly or indirectly see detail item
    5.2.5

7.  Business Ethics

  The company provides the disciplines of directors, management, and
  personnel according Code of Ethics or Statement of Business Conduct.
  The disciplines are written down in documentation, and are informed to
  directors, management, and personnel. Furthermore the company provides
  documentary about work role, honest, and punishment for directors,
  management, and personnel to follow, and all know that regulations.

8.  Counterbalance of Non-Executive Directors

  The Board of Directors consists of 11 members as 2 person for
  Executive Director, 6 persons for Non-Executive Directors, and 3
  persons for Independence Directors. Ratio of Independence Directors is
  27.27% of total directors for balancing the power, then there is no
  each group can make decision by their own.

9.  Distinction of Office

  Chairman of the Board of Directors and Managing Director are not the
  same person. In separating of management power and having Audit
  Committee also ensure the balancing of the management.

10. Remuneration of Directors and the Management

  The company has set the appropriated remuneration to the directors and
  the management comparable to the same industry. The remunerations are
  accounted to salary, attendance allowance, and bonus. And for clarify
  the payment of remuneration, if there is any change, there must be
  approved and resolved that change by shareholders’ meeting. The
  management get the remuneration in form of salary and bonus with
  considering from the company’s and management’s performance. However
  the remuneration for directors and management is high enough to
  maintain and induce the good quality of directors and management.

11. The Board of Directors’ Meeting

  Board of Directors’ meeting will be held quarterly according to the
  company’s regulation. In present the company set more frequency of the
  meeting to once a month and one more meeting for Audit Committee which
  will be held every second month. And special meeting is held for
  necessary occasion. The letter and documentary for meeting will be
  arranged and sent for making understanding to directors at least 7
  days before meeting.

  In 2005, 12 meeting were held, the directors who attend the meetings,
  were named as following:

+----+-----------------------+---------------+------------------------+
| Di |                       |               | # of attendance in     |
| re |                       |               | 2005                   |
| ct |                       |               |                        |
| or |                       |               |                        |
| s’ |                       |               |                        |
| Na |                       |               |                        |
| me |                       |               |                        |
+----+-----------------------+---------------+------------------------+
| 1. | Mr. Samart            | Chiradamrong  | 12                     |
+----+-----------------------+---------------+------------------------+
| 2. | Mr. Kiatichai         | Pongpanich    | 12                     |
+----+-----------------------+---------------+------------------------+
| 3. | Mr. Amnarj            | Prasertwuth   | 12                     |
+----+-----------------------+---------------+------------------------+
| 4. | Air Chief Mashal      | Chaisiri      | 12                     |
|    | Prachoom              |               |                        |
+----+-----------------------+---------------+------------------------+
| 5. | Mr. Thatree           | Prapapan      | 11                     |
+----+-----------------------+---------------+------------------------+
| 6. | Mr. Likasit           | Pansomchit    | 12                     |
+----+-----------------------+---------------+------------------------+
| 7. | Mr. Prapat            | Aphiphunya    | 11                     |
+----+-----------------------+---------------+------------------------+
| 8. | Mr. Anurak            | I             | 8                      |
|    |                       | nthraphuvasak |                        |
+----+-----------------------+---------------+------------------------+
| 9. | Police General Vasit  | Dejkunjorn    | 10                     |
+----+-----------------------+---------------+------------------------+
| 1  | Mr. Satit             | Rungkasiri    | 6                      |
| 0. |                       |               |                        |
+----+-----------------------+---------------+------------------------+
| 1  | Mr. Likhit            | Sirinarud     | 12                     |
| 1. |                       |               |                        |
+----+-----------------------+---------------+------------------------+
| Re |                       |               |                        |
| ma |                       |               |                        |
| rk |                       |               |                        |
| :  |                       |               |                        |
| •  |                       |               |                        |
| M  |                       |               |                        |
| r. |                       |               |                        |
| Am |                       |               |                        |
| na |                       |               |                        |
| rj |                       |               |                        |
| P  |                       |               |                        |
| ra |                       |               |                        |
| se |                       |               |                        |
| rt |                       |               |                        |
| wu |                       |               |                        |
| th |                       |               |                        |
| to |                       |               |                        |
| be |                       |               |                        |
| Di |                       |               |                        |
| re |                       |               |                        |
| ct |                       |               |                        |
| or |                       |               |                        |
| by |                       |               |                        |
| ap |                       |               |                        |
| pr |                       |               |                        |
| ov |                       |               |                        |
| ed |                       |               |                        |
| fr |                       |               |                        |
| om |                       |               |                        |
| m  |                       |               |                        |
| in |                       |               |                        |
| ut |                       |               |                        |
| es |                       |               |                        |
| of |                       |               |                        |
|    |                       |               |                        |
| t  |                       |               |                        |
| he |                       |               |                        |
| 20 |                       |               |                        |
| 05 |                       |               |                        |
| An |                       |               |                        |
| nu |                       |               |                        |
| al |                       |               |                        |
| G  |                       |               |                        |
| en |                       |               |                        |
| er |                       |               |                        |
| al |                       |               |                        |
| S  |                       |               |                        |
| ha |                       |               |                        |
| re |                       |               |                        |
| ho |                       |               |                        |
| ld |                       |               |                        |
| er |                       |               |                        |
| s’ |                       |               |                        |
| M  |                       |               |                        |
| ee |                       |               |                        |
| ti |                       |               |                        |
| ng |                       |               |                        |
| on |                       |               |                        |
| M  |                       |               |                        |
| ar |                       |               |                        |
| ch |                       |               |                        |
| 2  |                       |               |                        |
| 5, |                       |               |                        |
| 20 |                       |               |                        |
| 05 |                       |               |                        |
+----+-----------------------+---------------+------------------------+

12. Sub-Committee

  The company does not set the Sub-Committee which will help to support
  in corporate governance. And the company does not have policy to set
  that in the near future.

13. Internal Control and Internal Audit System

  The company realizes the relevant of internal control in every
  procedures to get the most efficient operations. In 2005 the company
  hires the consultant –Tax Specialist Company Limited set and improve
  the existed system to get more efficiency. And the company also set
  the security to access the internal information by using authorized
  password for each level. The company also identifies the
  responsibility of each person

  For financial control system, The company sets the procedure for
  verifying financial report system. That reports always are present to
  the concerned management in every month. And the company also arranges
  the management’ s meeting to consider and correct the mistaken stated
  in the reports in every month.

  The company provides the risk management by reporting accounts
  receivables’ management system every month. Accounts receivable will
  be grouped according to historical payment, each group will have
  officer taking responsible. Management’s together with Board of
  directors’ meeting will be held to evaluate the efficiency of accounts
  receivable’ management system in every month.

14. The Board of Directors’ Report

  Board of Directors has to take responsible for financial statements
  and its note presented in annual report. Financial statement and the
  result of operation are presented in accordance with General Accepted
  Accounting Principles. And accounting records also are prepared
  appropriately and consistency with prior year. Note to financial
  statement will be sufficiently disclosed including completeness,
  accuracy, true, and reasonable.

  Board of directors arrange the disclosure of information in annual
  report, and the company will sent annual report together with letter
  with inform the meeting to shareholders

15. Relationship With Investors

  The company realizes the relevant of disclosure of information which
  cause to investors’ decisions. The company has strict policies on
  information disclosure to ensure its completeness, transparency, and
  timeliness both financial statement and information disclosure.

3.  Inside Information Control

  The Company has discipline to prohibit disclosure of inside
  information to public for his advantage directly or indirectly. And
  the Company also provides the punishment for that incident. The
  Company sets the committee which included all managers from every
  departments and managing director who will make the judgement. The
  punishment will be provided levelly according to the characteristic
  fault. If personnel is careless, he will be given the warning letter.
  If that fault are intention and cause the Company’s damage
  dramatically, he will be fired according to corporate governance. The
  Company also informs all management including his spouse and his
  child, to report any changes in their securities holding regard to
  Securities and Exchange Act B.E. 2535 and the Stock Exchange of
  Thailand rules.

4.  Human Resource

  There are total employees as December 31, 2005, 2004, and 2003 as
  following

  ---------------------------- -------------- -------------- -------------
  Department                   2005 (persons) 2004 (persons) 2003
                                                             (persons)

  Credit and Marketing         6              50             36
  department                                                 

  Collection department        37             35             34

  Accounting and Financial     8              8              8
  department                                                 

  Personal and Administration  9              7              8
  department                                                 

  Operating department         57             43             45

  Technology information       9              7              7
  department                                                 

  Total                        126            150            138
  ---------------------------- -------------- -------------- -------------

  For the last past 3 years, The changes in number of personnel is so
  low and there is no any legal commitment between the Company and
  personnel.

  Remuneration of Personnel

  Total remuneration of personnel in term of salary, bonus, fringe
  benefit, provident fund, and other remuneration in 2005, 2004 and 2003
  as following:

+-----------------------------------+----+---------+---------+--------+
|                                   |    | Unit :  |         |        |
|                                   |    | Million |         |        |
|                                   |    | Baht    |         |        |
+-----------------------------------+----+---------+---------+--------+
| Remuneration of personnel         |    | 2005    | 2004    | 2003   |
+-----------------------------------+----+---------+---------+--------+
| Salary, bonus, fringe benefit,    |    | 25.76   | 30.85   | 28.98  |
| provident fund, and commission    |    |         |         |        |
+-----------------------------------+----+---------+---------+--------+

  Human resource Development

  The Company has human resource development to improve knowledge,
  abilities, experiences, and expertise of personnel for supporting the
  quality of service. The Company also realizes transparency of
  operation according to Good Corporate Governance. The Company
  acknowledge the personnel about the ethics of working by providing
  orientation of new personnel. Along being the personnel of the
  Company, the Company also provide the inside and outsource seminar
  which are in the field of their responsible such as hire purchase
  business, computer, human resource development, and accounting and
  tax, etc.