12. Financial position and operating results.

    1.  Financial statement.

        1.  Conclusion of Auditor’s report.

  For the past three years the company’s financial statements have been
  audited by an auditor representative of Dharmniti Auditing Company
  Limited (in 2006) and Sam Nak-Ngan A.M.C. Company Limited (in 2005 and
  2004). The opinion of auditors regarding the financial statements are
  as follows:

+----------+--------------------------+-------------+-----------------+
| F        | Auditor’s Name           | Certified   | Au              |
| inancial |                          | Public      | ditor’s Opinion |
| State    |                          | Auditor     |                 |
| ment     |                          | Number      |                 |
+----------+--------------------------+-------------+-----------------+
| 2006     | Mr.Pojana Asavasontichai | 4891        | Clean           |
+----------+--------------------------+-------------+-----------------+
| 2005     | Miss.Sukanya             | 5063        | Clean           |
|          | Sutheeprasert            |             |                 |
+----------+--------------------------+-------------+-----------------+
| 2004     | Miss Susan Aiumvanicha   | 4306        | Clean           |
+----------+--------------------------+-------------+-----------------+

2.  Financial statements table.

  Balance sheets of Group Lease Public Company Limited.

  -------------------- -------------- ----- -------- -------------- ----- -------- ------------ --------
                                                                                   Unit : in    
                                                                                   thousand     
                                                                                   Baht         

                       2006                          2005                          2004         

                       Amount               %        Amount               %        Amount       %

  Assets                                                                                        

  Current Assets                                                                                

  Cash and Cash        1,121.39             0.10     707.25               0.06     975.56       0.12
  Equivalents                                                                                   

  Hire-Purchase and    999,672.30           90.19    1,019,482.06         89.96    725,682.21   89.02
  Installment Sales                                                                             
  Receivables-Net                                                                               

  Personal Loan –Net   -                    -        -                    -        222.82       0.03

  Other Current Assets 27,852.04            2.51     39,078.42            3.45     17,462.62    2.14

  Total Current Assets 1,028,645.74         92.80    1,059,267.73         93.47    744,343.21   91.31

  Non Current Assets                                                                            

  Accounts Receivable  25.09                0.00     476.62               0.04     629.25       0.08
  and Loans to                                                                                  
  Employees                                                                                     

  Long-term            2,000.00             0.18     2,000.00             0.18     2,000.00     0.24
  Investments-Net                                                                               

  Property, Plant and  37,878.06            3.42     39,935.06            3.52     40,902.81    5.02
  Equipment-Net                                                                                 

  Other Non-Current    39,912.72            3.60     31,621.52            2.79     27,299.65    3.35
  Assets                                                                                        

  Total Non Current    79,815.87            7.20     74,033.20            6.53     70,831.71    8.69
  Assets                                                                                        

  Total Assets         1,108,461.61         100.00   1,133,300.93         100.00   815,174.92   100.00

  Liabilities                                                                                   

  Current Liabilities                                                                           

  Bank Overdraft and   507,875.92           45.82    645,900.56           56.99    418,874.49   51.39
  Loans from Financial                                                                          
  Institutions                                                                                  

  Trade Accounts       80.85                0.01     314.05               0.03     201.93       0.02
  Payable                                                                                       

  Long term loan will  49,980.00            4.51     -                    -        -            -
  be repayment not                                                                              
  over 1 year                                                                                   

  Loans from directors -                    -        8,000.00             0.71     -            -

  Other Current        45,816.71            4.13     50,789.41            4.48     27,058.09    3.32
  Liabilities                                                                                   

  Total current        603,753.48           54.47    705,004.02           62.21    446,134.51   54.73
  liabilities                                                                                   

  Non Current                                                                                   
  Liabilities                                                                                   

  Long term loans      50,020.00            4.51     -                    -        -            -

  Cash Guarantee for   1,641.12             0.15     2,000.44             0.18     2,391.39     0.29
  Damage on                                                                                     
  Hire-Purchase                                                                                 
  Contracts                                                                                     

  Total non current    51,661.12            4.66     2,000.44             0.18     2,391.39     0.29
  liabilities                                                                                   

  Total Liabilities    655,414.60           59.13    707,004.46           62.38    448,525.90   55.02

  Shareholders’ Equity                                                                          

  Registered and paid  225,000.00           20.30    225,000.00           19.85    225,000.00   27.60
  up 45,00,000                                                                                  
  ordinary shares of                                                                            
  Baht 5.00 each                                                                                

  Registered and paid                                                                           
  up 10,00,000                                                                                  
  ordinary shares of                                                                            
  Baht 10.00 each                                                                               

  Premiums on Share    78,000.00            7.04     78,000.00            6.88     78,000.00    9.57
  Capital                                                                                       

  Retained earnings                                                                             

  Appropriated- Legal  18,296.47            1.65     14,149.02            1.25     10,239.41    1.26
  Reserve                                                                                       

  Unappropriated       131,750.54           11.89    109,147.44           9.63     53,409.61    6.55

  Total Shareholders’  453,047.01           40.87    426,296.47           37.62    366,649.02   44.98
  Equity                                                                                        

  Total Liabilities    1,108,461.61         100.00   1,133,300.93         100.00   815,174.92   100.00
  and Shareholders’                                                                             
  Equity                                                                                        
  -------------------- -------------- ----- -------- -------------- ----- -------- ------------ --------

  Income statements of Group Lease Public Company Limited.

+----------------------+-----------+-----+--------+-----+-------+-----+
|                      |           |     |        |     | Unit  |     |
|                      |           |     |        |     | : in  |     |
|                      |           |     |        |     | tho   |     |
|                      |           |     |        |     | usand |     |
|                      |           |     |        |     | Baht  |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
|                      | 2006      |     | 2005   |     | 2004  |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
|                      | Amount    | %   | Amount | %   | A     | %   |
|                      |           |     |        |     | mount |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Revenues             |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Hire-Purchase and    | 4         | 90  | 336,   | 84  | 235,3 | 84  |
| Installment Sales    | 01,293.34 | .65 | 332.50 | .60 | 22.07 | .37 |
| Income               |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Financial Leases     | -         | -   | -      | -   | 26.40 | 0   |
| Income               |           |     |        |     |       | .01 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Personal Loan        | 0.73      | 0   | 44.14  | 0   | 2,1   | 0   |
| Interest Income      |           | .00 |        | .01 | 56.49 | .77 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Other Income         | 41,378.97 | 9   | 61,    | 15  | 41,4  | 14  |
|                      |           | .35 | 187.02 | .39 | 24.89 | .85 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Total Revenue        | 4         | 100 | 397,   | 100 | 278,9 | 100 |
|                      | 42,673.04 | .00 | 563.65 | .00 | 29.85 | .00 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Expenses             |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Service and          | 1         | 30  | 131,   | 33  | 126,2 | 45  |
| Administrative       | 34,246.93 | .33 | 578.91 | .10 | 53.18 | .26 |
| Expenses             |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Bad and Doubtful     | 70,208.96 | 15  | 56,    | 14  | 12,3  | 4   |
| Debts                |           | .86 | 405.59 | .19 | 27.33 | .42 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Loss on Disposal of  | 80,175.18 | 18  | 65,    | 16  | 31,3  | 11  |
| Assets Foreclosed    |           | .11 | 096.87 | .37 | 54.48 | .24 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Loss on Disposal of  | -         | -   | -      | -   | 1,8   | 0   |
| Other Assets         |           |     |        |     | 62.50 | .67 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Directors'           | 1,530.00  | 0   | 1,     | 0   | 2,8   | 1   |
| Remuneration         |           | .35 | 610.00 | .40 | 80.00 | .03 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Total Expense        | 2         | 64  | 254,   | 64  | 174,6 | 62  |
|                      | 86,161.07 | .64 | 691.37 | .06 | 77.49 | .62 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Earning before       | 1         | 35  | 142,   | 35  | 104,2 | 37  |
| Interest Expense     | 56,511.97 | .36 | 872.28 | .94 | 52.36 | .38 |
|                      |           |     |        |     |       |     |
| and Corporate Income |           |     |        |     |       |     |
| Tax                  |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Interest Expense     | (4        | (   | (29,8  | (7. | (     | (9. |
|                      | 7,834.05) | 10. | 11.23) | 50) | 25,89 | 28) |
|                      |           | 81) |        |     | 5.35) |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Corporate Income Tax | (2        | (6. | (30,9  | (7. | (     | (9. |
|                      | 7,927.38) | 31) | 13.61) | 78) | 25,44 | 12) |
|                      |           |     |        |     | 1.77) |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Earning before       | 80,750.54 | 18  | 82,    | 20  | 52,9  | 18  |
| extra-ordinary items |           | .24 | 147.44 | .66 | 15.24 | .97 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Extra-ordinary items | -         | -   | -      | -   | -     | -   |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Net Profit           | 80,750.54 | 18  | 82,    | 20  | 52,9  | 18  |
|                      |           | .24 | 147.44 | .66 | 15.24 | .97 |
+----------------------+-----------+-----+--------+-----+-------+-----+
| Weighted average     | 1.79      |     | 1.83   |     | 1.53  |     |
| number of ordinary   |           |     |        |     |       |     |
| shares               |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+
|                      |           |     |        |     |       |     |
+----------------------+-----------+-----+--------+-----+-------+-----+

  Statements of cashflows of Group Lease Public Company Limited.

+---+-----------------------+----------+---+-------+----+----+----------+
|   |                       |          |   |       |    | Un |          |
|   |                       |          |   |       |    | it |          |
|   |                       |          |   |       |    | :  |          |
|   |                       |          |   |       |    | in |          |
|   |                       |          |   |       |    | th |          |
|   |                       |          |   |       |    | ou |          |
|   |                       |          |   |       |    | sa |          |
|   |                       |          |   |       |    | nd |          |
|   |                       |          |   |       |    | Ba |          |
|   |                       |          |   |       |    | ht |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   |                       |          | 2 |       | 20 |    | 2004     |
|   |                       |          | 0 |       | 05 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash flows from (used |          |   |       |    |    |          |
|   | in ) operating        |          |   |       |    |    |          |
|   | activities            |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Net earnings for the  |          | 8 |       | 8  |    | 5        |
|   | year                  |          | 0 |       | 2, |    | 2,915.24 |
|   |                       |          | , |       | 14 |    |          |
|   |                       |          | 7 |       | 7. |    |          |
|   |                       |          | 5 |       | 44 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 5 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Adjustments to        |          |   |       |    |    |          |
|   | reconcile net         |          |   |       |    |    |          |
|   | earnings for cash     |          |   |       |    |    |          |
|   | received (payments)   |          |   |       |    |    |          |
|   | from operating        |          |   |       |    |    |          |
|   | activities:           |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Depreciation          |          | 3 |       | 3, |    | 3,195.30 |
|   |                       |          | , |       | 59 |    |          |
|   |                       |          | 9 |       | 6. |    |          |
|   |                       |          | 3 |       | 01 |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Ordinary Shares paid  |          | - |       | -  |    | 1,500.00 |
|   | as Special Bonuses    |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Bad and Doubtful      |          | 7 |       | 5  |    | 1        |
|   | Debts                 |          | 0 |       | 6, |    | 2,327.33 |
|   |                       |          | , |       | 40 |    |          |
|   |                       |          | 2 |       | 5. |    |          |
|   |                       |          | 0 |       | 59 |    |          |
|   |                       |          | 8 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 9 |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Loss on Disposal of   |          |   |       | -  |    | 1,862.50 |
|   | Other Assets          |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Loss on Disposal of   |          | 8 |       | 6  |    | 3        |
|   | Assets Foreclosed     |          | 0 |       | 5, |    | 1,354.48 |
|   |                       |          | , |       | 09 |    |          |
|   |                       |          | 1 |       | 6. |    |          |
|   |                       |          | 7 |       | 87 |    |          |
|   |                       |          | 5 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | 8 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Loss on Decline in    |          | ( |       | 2, |    | 416.06   |
|   | Value of Assets       |          | 1 |       | 28 |    |          |
|   | Foreclosed (Reversal) |          | , |       | 5. |    |          |
|   |                       |          | 0 |       | 40 |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Earnings (loss) from  |          | 2 |       | 20 |    | 10       |
|   | operating activities  |          | 3 |       | 9, |    | 3,497.70 |
|   | before changes in     |          | 3 |       | 28 |    |          |
|   | operating assets      |          | , |       | 1. |    |          |
|   |                       |          | 7 |       | 38 |    |          |
|   | and liabilities       |          | 9 |       |    |    |          |
|   |                       |          | 8 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 9 |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Decrease (increase)   |          |   |       |    |    |          |
|   | in operating assets   |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | ( |       | (3 |    | (232     |
|   | in Hire-Purchase and  |          | 5 |       | 47 |    | ,130.82) |
|   | Installment Sales     |          | 1 |       | ,9 |    |          |
|   | Receivables           |          | , |       | 93 |    |          |
|   |                       |          | 0 |       | .4 |    |          |
|   |                       |          | 5 |       | 2) |    |          |
|   |                       |          | 7 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | 8 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | - |       | -  |    | 3,632.73 |
|   | in Financial Lease    |          |   |       |    |    |          |
|   | Receivables           |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | 1 |       | 2  |    | -        |
|   | in Factoring Contract |          | 6 |       | 8. |    |          |
|   | Receivables           |          | 8 |       | 81 |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | 8 |       | 27 |    | 3,019.17 |
|   | in Personal Loan      |          | . |       | 6. |    |          |
|   | Receivables           |          | 1 |       | 18 |    |          |
|   |                       |          | 7 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | 3 |       | 4. |    | 86.15    |
|   | in Loan               |          | . |       | 26 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | ( |       | (  |    | (33      |
|   | in Assets Foreclosed  |          | 7 |       | 69 |    | ,932.70) |
|   |                       |          | 7 |       | ,2 |    |          |
|   |                       |          | , |       | 54 |    |          |
|   |                       |          | 6 |       | .1 |    |          |
|   |                       |          | 7 |       | 8) |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) Decrease   |          | ( |       | (4 |    | 2        |
|   | in Deferred Income    |          | 4 |       | ,2 |    | 2,215.34 |
|   | Tax                   |          | , |       | 92 |    |          |
|   |                       |          | 7 |       | .0 |    |          |
|   |                       |          | 4 |       | 0) |    |          |
|   |                       |          | 8 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (decrease)   |          |   |       |    |    |          |
|   | in operating          |          |   |       |    |    |          |
|   | liabilities           |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (Decrease)   |          | ( |       | 11 |    | 111.20   |
|   | in Trade Accounts     |          | 2 |       | 2. |    |          |
|   | Payable               |          | 3 |       | 13 |    |          |
|   |                       |          | 3 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (Decrease)   |          | ( |       | 1  |    | 1,222.70 |
|   | in Corporate Income   |          | 5 |       | 5, |    |          |
|   | Tax Payable           |          | , |       | 22 |    |          |
|   |                       |          | 9 |       | 7. |    |          |
|   |                       |          | 7 |       | 35 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 5 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (Decrease in |          | ( |       | (3 |    | (3       |
|   | Other Non-current     |          | 3 |       | 90 |    | ,776.14) |
|   | Liabilities           |          | 5 |       | .9 |    |          |
|   |                       |          | 9 |       | 5) |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 3 |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Net cash received     |          | 1 |       | (2 |    | (130     |
|   | (used in) from        |          | 0 |       | 10 |    | ,934.72) |
|   | operating activities  |          | 1 |       | ,5 |    |          |
|   |                       |          | , |       | 68 |    |          |
|   |                       |          | 6 |       | .6 |    |          |
|   |                       |          | 3 |       | 8) |    |          |
|   |                       |          | 8 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 5 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   |                       |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash flows from (used |          |   |       |    |    |          |
|   | in) investing         |          |   |       |    |    |          |
|   | activities            |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | (Increase) decrease   |          | - |       | -  |    | 1        |
|   | in Long term          |          |   |       |    |    | 0,000.00 |
|   | investment            |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Purchase of Property, |          | ( |       | (2 |    | (1       |
|   | Plant and Equipment   |          | 1 |       | ,6 |    | ,496.27) |
|   |                       |          | , |       | 48 |    |          |
|   |                       |          | 8 |       | .3 |    |          |
|   |                       |          | 7 |       | 3) |    |          |
|   |                       |          | 7 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Net cash received     |          | ( |       | (2 |    | 8,829.60 |
|   | (used in) from        |          | 1 |       | ,2 |    |          |
|   | investing activities  |          | , |       | 25 |    |          |
|   |                       |          | 1 |       | .7 |    |          |
|   |                       |          | 9 |       | 0) |    |          |
|   |                       |          | 9 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 7 |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash flows (used in)  |          |   |       |    |    |          |
|   | financing activities  |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (decrease)   |          | ( |       | 12 |    | (17      |
|   | in short term loan    |          | 1 |       | 7, |    | ,224.29) |
|   | from financial        |          | 3 |       | 15 |    |          |
|   | institution           |          | 7 |       | 0. |    |          |
|   |                       |          | , |       | 99 |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
|   |                       |          | 7 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (decrease)   |          | ( |       | 8, |    | -        |
|   | in loans form         |          | 8 |       | 00 |    |          |
|   | director              |          | , |       | 0. |    |          |
|   |                       |          | 0 |       | 00 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (decrease)   |          | ( |       | 9  |    | -        |
|   | in Bill of Exchange   |          | 7 |       | 9, |    |          |
|   |                       |          | 5 |       | 87 |    |          |
|   |                       |          | 7 |       | 5. |    |          |
|   |                       |          | . |       | 08 |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Increase (decrease)   |          | 1 |       |    |    |          |
|   | in Long Term Loan     |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | , |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash received from    |          | - |       | -  |    | 20       |
|   | increasing capital    |          |   |       |    |    | 1,500.00 |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Dividend paid         |          | ( |       | (  |    | (62      |
|   |                       |          | 5 |       | 22 |    | ,000.00) |
|   |                       |          | 4 |       | ,5 |    |          |
|   |                       |          | , |       | 00 |    |          |
|   |                       |          | 0 |       | .0 |    |          |
|   |                       |          | 0 |       | 0) |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Net cash received     |          | ( |       | 21 |    | 12       |
|   | (used in) from        |          | 1 |       | 2, |    | 2,275.71 |
|   | financing activities  |          | 0 |       | 52 |    |          |
|   |                       |          | 0 |       | 6. |    |          |
|   |                       |          | , |       | 07 |    |          |
|   |                       |          | 0 |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 6 |       |    |    |          |
|   |                       |          | 4 |       |    |    |          |
|   |                       |          | ) |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   |                       |          |   |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Net increase and      |          | 4 |       | (2 |    | 170.59   |
|   | decrease in cash and  |          | 1 |       | 68 |    |          |
|   | cash equivalents      |          | 4 |       | .3 |    |          |
|   |                       |          | . |       | 1) |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | 5 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash and cash         |          | 7 |       | 97 |    | 804.96   |
|   | equivalents at        |          | 0 |       | 5. |    |          |
|   | beginning of the year |          | 7 |       | 56 |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 5 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+
|   | Cash and cash         |          | 1 |       | 70 |    | 975.56   |
|   | equivalents at end of |          | , |       | 7. |    |          |
|   | the year              |          | 1 |       | 25 |    |          |
|   |                       |          | 2 |       |    |    |          |
|   |                       |          | 1 |       |    |    |          |
|   |                       |          | . |       |    |    |          |
|   |                       |          | 3 |       |    |    |          |
|   |                       |          | 9 |       |    |    |          |
+---+-----------------------+----------+---+-------+----+----+----------+

3.  Summary of the financial position and operating results.

  ------------------------------------- ----------- ----------- ----------
                                        2006        2005        2004

  Profitability Ratio                                           

  Yield rate (%)                        39.75       38.54       38.17

  Interest rate (%)                     7.58        5.56        6.06

  Net yield rate (%)                    32.17       32.98       32.11

  Net profit rate (%)                   18.24       20.66       18.97

  Return on equity (%)                  18.37       20.72       19.62

  Efficiency Ratio                                              

  Return on total assets (%)            7.20        8.43        7.32

  Total assets turnover ratio (times)   0.39        0.41        0.39

  Financial Policy Ratio                                        

  Ratio of Liability to Equity (times)  1.45        1.66        1.22

  Ratio of Total receivable to Loan     1.60        1.64        1.44
  from (times)                                                  

  Dividend rate (%)*                    N.A.        65.74       42.52

  Asset Quality Ratio                                           

  Ratio of Allowance for doubtful debt  7.81        5.91        5.11
  to Total receivable (%)                                       

  Ratio of Bad debt to Total receivable 4.63        2.69        3.62
  (%)                                                           

  Ratio of Non performing loan to Total 5.38        4.59        5.50
  receivable (%)                                                
  ------------------------------------- ----------- ----------- ----------

2.  Explanation and analysis of financial position and performance.

  The company’s financial statements were audited by an auditor,
  representative of Dharmniti Auditing Company Limited in 2006, and by
  Sam Nak-Ngan A.M.C. Company Limited in 2005 and 2004, and were
  disclosed as following

  Operating performance.

  In 2006 Group Lease Public Company Limited operated the service for
  hire purchase financing of motorcycles in Bangkok and Ayudhya
  province, The main income comes from the hire purchase finance of
  motorcycles business. The contract period of installment payment for
  hire purchase of motorcycles is an average of about 27 months. During
  2006 the operating performance showed as follows:

  Revenues.

  There is increase in total revenues from 397.56 million baht in 2005
  to 442.67 million baht in 2006, an increase of 45.11 million baht or
  11.35 per cent as follows:

  Revenue from hire purchase and asset financing is 90.65% of total
  revenues, an increase from 336.30 million baht to 401.29 million baht.
  This is an increase of 64.96 million baht or 19.31% compared to the
  same period of the previous year. The company’s major income comes
  from hire purchase financing of motorcycles.

  Other revenues are 9.35% of total revenue, a decrease from 61.19
  million baht to 41.38 million baht. This is a decrease of 19.81
  million baht or 32.37% compared to the same period of the previous
  year.

  Expenses.

  Total expenses before interest expenses and corporate income tax was
  64.64% of total revenues, an increases from 254.69 million baht in
  2005 to 286.16 million baht in 2006- an increase of 31.47 million baht
  or 12.36%.

  Service and administrative expenses increase from 131.58 million baht
  to 134.25 million baht, an increase of 2.67 million baht or 2.03%.

  Bad debts and doubtful debts.

  Bad debts and doubtful debts increased from 56.41 million baht in 2005
  to 70.21 million baht in 2006,an increase of 13.80 million baht or
  24.47%.This was due to the political and economic situation which are
  still very unstable. Flooding in many provinces was also a factor.

  Loss on sales of repossessed assets.

  Losses on sales of repossessed motorcycles increased from 65.10
  million baht in 2005 to 80.18 million baht in 2006, an increased of
  15.08 million baht or 23.16% over the prior year. This was because of
  an increase in sales volumes and the higher costs of repossessed
  motorcycles.

  Interest expenses.

  Interest expenses increased from 29.81 million baht in 2005 to 47.83
  million baht in 2006, an increase of 18.02 million baht or 60.46% over
  the previous year. This was due to commercial banks increased interest
  loan rates during 2006.

  Net profits.

  Earnings before interest expenses and income tax (EBIT) increased from
  142.87 million baht in 2005 to 156.51 million baht in 2006ม an
  increase of 13.64 million baht or around 9.55%. Net profits decreased
  slightly from 82.15 million baht in 2005 to 80.75 million baht in
  2006, a decrease of1.40 million baht or around 1.70%.

  Profitability ratio.

+--------------------------+-------------+------------+---+-------------+
|                          |             |            |   |             |
|                          |             |            |   |             |
|                          |             |            | U |             |
|                          |             |            | n |             |
|                          |             |            | i |             |
|                          |             |            | t |             |
|                          |             |            |   |             |
|                          |             |            |   |             |
|                          |             |            | : |             |
|                          |             |            |   |             |
|                          |             |            |   |             |
|                          |             |            | P |             |
|                          |             |            | e |             |
|                          |             |            | r |             |
|                          |             |            | c |             |
|                          |             |            | e |             |
|                          |             |            | n |             |
|                          |             |            | t |             |
|                          |             |            | a |             |
|                          |             |            | g |             |
|                          |             |            | e |             |
+--------------------------+-------------+------------+---+-------------+
| Effective Interest Rate  | 2006        | 2005       |   | 2004        |
+--------------------------+-------------+------------+---+-------------+
|   Yield rate             |   39.75     |   38.54    |   |   38.17     |
+--------------------------+-------------+------------+---+-------------+
|   Interest rate          |   7.58      |   5.56     |   |   6.06      |
+--------------------------+-------------+------------+---+-------------+
|   Net yield rate         |   32.17     |   32.98    |   |   32.11     |
+--------------------------+-------------+------------+---+-------------+

  Adjustment of yield rates in 2006 increases to 39.75% (Effective
  Interest Rate) from 38.54% in 2005, due to the higher in interest
  rates of the hire purchase motorcycle industry. Because of interest
  loan rate increases by commercial banks, the company’s interest
  expenses increased from 5.56% per annum in 2005 to 7.58% per annum in
  2006.

  However there is no rules or regulations to control the ceiling
  interest rate of hire purchase financing of motorcycles. The company
  can apply the new interest rate for new customers based on the
  competitive situation, but not for old contracts which have average
  term of installments of 27 months. In 2006 yield rates increased less
  than interest loan rate increases, resulting in lower net yield rates
  from 32.98% in 2005 to 32.17% in 2006 – a decrease of 0.81%. That
  increase affected the decrease in ratio of earnings after tax to total
  revenue from 20.66% in 2005 to 18.24% in 2006 – a decrease of 2.42%.

+------------------------------------------------+---------------------+
|   Interest rate (MOR) averaged by Bank of      |  Percentage         |
|   Ayudhya                                      |                     |
+------------------------------------------------+---------------------+
| 2006                                           |   8.16              |
+------------------------------------------------+---------------------+
| 2005                                           |   6.33              |
+------------------------------------------------+---------------------+
| 2004                                           |   6.00              |
+------------------------------------------------+---------------------+

  Trends of increasing or decreasing interest rates will affect directly
  to net earnings of the company. On the other hand, the net yield rate
  of the hire purchase finance of motorcycles industry is not dependent
  on any rules or regulations so the company can set the appropriate
  yield rates for continuous operations.

  Financial position.

  Total assets.

+-------------------+----------+-----+---------+-----+---------+-----+
|                   |          |     | Unit:   |     |         |     |
|                   |          |     | in      |     |         |     |
|                   |          |     | t       |     |         |     |
|                   |          |     | housand |     |         |     |
|                   |          |     | Baht    |     |         |     |
+-------------------+----------+-----+---------+-----+---------+-----+
| Asset             | 2006     |     | 2005    |     | 2004    |     |
+-------------------+----------+-----+---------+-----+---------+-----+
|                   | Amount   | %   | Amount  | %   | Amount  | %   |
+-------------------+----------+-----+---------+-----+---------+-----+
| Cash and Cash     | 1,121.39 | 0   | 707.25  | 0   | 975.56  | 0   |
| Equivalents       |          | .10 |         | .06 |         | .12 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Hire-Purchase and | 99       | 90  | 1,019   | 89  | 725     | 89  |
|                   | 9,672.30 | .19 | ,482.06 | .96 | ,682.21 | .02 |
| Installment Sales |          |     |         |     |         |     |
| Receivables-Net   |          |     |         |     |         |     |
+-------------------+----------+-----+---------+-----+---------+-----+
| Personal Loan     | -        | -   | -       | -   | 222.82  | 0   |
| Receivables-Net   |          |     |         |     |         | .03 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Other Current     | 2        | 2   | 39      | 3   | 17      | 2   |
| Assets            | 7,852.04 | .51 | ,078.42 | .45 | ,462.62 | .14 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Accounts          | 25.09    | 0   | 476.62  | 0   | 629.25  | 0   |
| Receivable and    |          | .00 |         | .04 |         | .08 |
| Loans to          |          |     |         |     |         |     |
| Employees         |          |     |         |     |         |     |
+-------------------+----------+-----+---------+-----+---------+-----+
| Long-Term         | 2,000.00 | 0   | 2       | 0   | 2       | 0   |
| Investments-Net   |          | .18 | ,000.00 | .18 | ,000.00 | .24 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Property, Plant   | 3        | 3   | 39      | 3   | 40      | 5   |
| and Equipment-Net | 7,878.06 | .42 | ,935.06 | .52 | ,902.81 | .02 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Other Non-Current | 3        | 3   | 31      | 2   | 27      | 3   |
| Assets            | 9,912.72 | .60 | ,621.52 | .79 | ,299.65 | .35 |
+-------------------+----------+-----+---------+-----+---------+-----+
| Total Assets      | 1,10     | 100 | 1,133   | 100 | 815     | 100 |
|                   | 8,461.61 | .00 | ,300.93 | .00 | ,174.92 | .00 |
+-------------------+----------+-----+---------+-----+---------+-----+

  Total assets as of December 31, 2006 were 1,108.46 million baht which
  is a decrease from 1,133.30 million baht in the previous year by 4.84
  million baht or 2.19%. In the same direction, hire purchase
  motorcycles receivables - net also decreased from 1,019.48 million
  baht in previous year to 999.67 million baht - a decrease of 19.81
  million baht or 1.94%. This was due to conservative expansions in the
  hire purchase financing of motorcycles due to uncertainly in the
  economy and political situations .

  In 2006 there was credit approval for hire purchase financing of
  motorcycles of 848.00 million baht, a decrease from 1,013.20 million
  baht in 2005 by 165.20 million baht or 16.30%.

  Debt quality and provision of allowances for doubtful debts.

  The following table is the details of provisions of allowance for
  doubtful debts - accounts receivable hire purchase in 2006, 2005, and
  2004.

  --------------- ---------- --------------------- -------- ----------- ---------- -----------
  Accounts                                                              Unit :     
  Receivable-                                                           thousand   
  Hire Purchase                                                         Baht       
  as of                                                                            
  December31,                                                                      
  2006                                                                             

  Aging of        Number of  Accounts Receivable   %        Allowance              % Allowance
  Accounts        Contract   and Accrued Income             for                    for
  Receivable-                after deducting                doubtful               doubtful
  Hire Purchase              Interest income and            debt                   debt
                             installment, VAT,                                     
                             Deposit for loss from                                 
                             customer                                              

  Not exceed one  37,661     928,443.33            85.60    9,268.02               1.00
  installment                                                                      

  Past due 2-3    3,596      82,139.78             7.59     1,642.80               2.00
  installments                                                                     

  Past due 4-6    2,155      47,304.89             4.37     47,304.89              100.00
  installments                                                                     

  Past due 7-12   1,115      20,303.41             1.88     20,303.41              100.00
  installments                                                                     

  Past due over   257        6,180.74              0.57     6,180.74               100.00
  12 installments                                                                  

  Total           44,784     1,084,372.15          100.00   84,699.86              7.82
  --------------- ---------- --------------------- -------- ----------- ---------- -----------

  --------------- ---------- --------------------- -------- ----------- ---------- -----------
  Accounts                                                              Unit :     
  Receivable-                                                           thousand   
  Hire Purchase                                                         Baht       
  as of                                                                            
  December31,                                                                      
  2005                                                                             

  Aging of        Number of  Accounts Receivable   %        Allowance              % Allowance
  Accounts        Contract   and Accrued Income             for                    for
  Receivable-                after deducting                doubtful               doubtful
  Hire Purchase              Interest income and            debt                   debt
                             installment, VAT,                                     
                             Deposit for loss from                                 
                             customer                                              

  Not exceed one  38,692     967,879.68            89.35    9,678.82               1.00
  installment                                                                      

  Past due 2-3    2,802      62,325.08             5.75     1,246.50               2.00
  installments                                                                     

  Past due 4-6    1,239      26,556.70             2.45     26,556.70              100.00
  installments                                                                     

  Past due 7-12   438        7,683.12              0.71     7,683.12               100.00
  installments                                                                     

  Past due over   283        18,827.73             1.74     18,827.73              100.00
  12 installments                                                                  

  Total           43,454     1,083,272.32          100.00   63,992.87              5.91
  --------------- ---------- --------------------- -------- ----------- ---------- -----------

  --------------- ---------- --------------------- -------- ----------- ---------- -----------
  Accounts                                                              Unit :     
  Receivable-                                                           thousand   
  Hire Purchase                                                         Baht       
  as of                                                                            
  December31,                                                                      
  2004                                                                             

  Aging of        Number of  Accounts Receivable   %        Allowance              % Allowance
  Accounts        Contract   and Accrued Income             for                    for
  Receivable-                after deducting                doubtful               doubtful
  Hire Purchase              Interest income and            debt                   debt
                             installment, VAT,                                     
                             Deposit for loss from                                 
                             customer                                              

  Not exceed one  28,978     675,685.85            88.45    6,760.06               1.00
  installment                                                                      

  Past due 2-3    2,170      42,717.00             5.59     854.35                 2.00
  installments                                                                     

  Past due 4-6    818        14,350.94             1.88     2,870.21               20.00
  installments                                                                     

  Past due 7-12   364        5,601.20              0.73     2,801.66               50.00
  installments                                                                     

  Past due over   498        25,594.78             3.35     25,594.78              100.00
  12 installments                                                                  

  Total           32,828     763,949.77            100.00   38,881.07              7.59
  --------------- ---------- --------------------- -------- ----------- ---------- -----------

  Appropriation of allowance for doubtful debt.

  The company’s policy of allowance for doubtful debt refers to the
  regulations issued by the Institute of Certified Accountants and
  Auditors of Thailand no. Sor. Nor. 111/2547 on the matter relating to
  making allowance for doubtful debt in consumer finance business.

  Asset quality ratio.

  As of December 31, 2006 hire purchase and installment sales
  receivables - past due not exceeding one installment decreased from
  89.35% to 85.60%, past due over two-three installments increased from
  5.75% to 7.59%, and past due over four installments increased from
  4.90% in 2005 to 6.82% in 2006 respectively. Asset quality ratio
  decreased slightly because of political changes and the floods in many
  provinces in the fourth quarter of 2006.

  Liabilities.

  ------------------------- --------------- --------------- ---------------
                                            Unit : In       
                                            thousand Baht   

  Liabilities               2006            2005            2004

  Liabilities                                               

  Current Liabilities                                       

  Bank overdraft and Short  507,875.92      645,900.56      418,874.49
  term loan                                                 

  Trades accounts payable   80.85           314.05          201.93

  Long term loan will be    49,980.00       -               -
  repayment not over 1 year                                 

  Loan from director        -               8,000.00        -

  Other current liabilities 45,816.71       50,789.41       27,058.09

  Non current Liabilities                                   

  Long term loan            50,020.00       -               -

  Deposit for loss from     1,641.12        2,000.44        2,391.39
  hire purchase contract                                    

  Total Liabilities         655,414.60      707,004.46      448,525.90
  ------------------------- --------------- --------------- ---------------

  As of December 31, 2006 the company’s liabilities decreased from
  707.00 million baht in 2005 to 655.41 million baht in 2006, a decrease
  of 51.59 million baht or around 7.30%. This was due to the company
  conservatively expanding business for the period of 2006. The majority
  of liabilities come from the bank overdraft and short term loans from
  financial institutions.

  Shareholders’ Equity

+----------------------------------+----------+-----------+-----------+
|                                  |          |           |   Unit :  |
|                                  |          |           |   In      |
|                                  |          |           |           |
|                                  |          |           |  thousand |
|                                  |          |           |   Baht    |
+----------------------------------+----------+-----------+-----------+
| Shareholders’ Equity             | 2006     | 2005      | 2004      |
+----------------------------------+----------+-----------+-----------+
|   Shareholders’ Equity           |          |           |           |
+----------------------------------+----------+-----------+-----------+
|   Registered 45,000,000 ordinary |   22     |   2       |   2       |
|   shares of Baht 5.00 each       | 5,000.00 | 25,000.00 | 25,000.00 |
+----------------------------------+----------+-----------+-----------+
|   Registered 10,000,000 ordinary |          |           |           |
|   shares of Baht 10.00 each      |          |           |           |
+----------------------------------+----------+-----------+-----------+
|   Issued and paid up 45,000,000  |   22     |   2       |   2       |
|   ordinary shares of Baht 5.00   | 5,000.00 | 25,000.00 | 25,000.00 |
|   each                           |          |           |           |
+----------------------------------+----------+-----------+-----------+
|   Issued and paid up 10,000,000  |          |           |           |
|   ordinary shares of Baht 10.00  |          |           |           |
|   each                           |          |           |           |
+----------------------------------+----------+-----------+-----------+
|   Premium on ordinary shares     |   7      |           |           |
|                                  | 8,000.00 | 78,000.00 | 78,000.00 |
+----------------------------------+----------+-----------+-----------+
|   Retained Earnings              |          |           |           |
+----------------------------------+----------+-----------+-----------+
|   Appropriated-Statutory         |   1      |           |           |
|   reserves                       | 8,296.47 | 14,149.02 | 10,239.41 |
+----------------------------------+----------+-----------+-----------+
|   Unappropriated                 |   13     |   1       |           |
|                                  | 1,750.54 | 09,147.44 | 53,409.61 |
+----------------------------------+----------+-----------+-----------+
|   Total Shareholders’ Equity     | 45       | 4         | 3         |
|                                  | 3,047.01 | 26,296.47 | 66,649.02 |
+----------------------------------+----------+-----------+-----------+

  As of December 31, 2006 the shareholders’ equity increased to 453.05
  million baht from previous year’s total of 426.30 million baht, an
  increase of 26.75 million baht or about 6.28%. This was due to the
  company’s profitability of 80.75 million baht and the dividend paid of
  54.00 million baht in 2006.

  Liquidity.

  As of December 31, 2006 the company’s total current assets were
  1,028.65 million baht or 92.80% of total assets. This includes net
  hire purchase receivable amounts of 999.67 million baht or 90.19% of
  total assets. Total current liabilities are Baht 653.77 million
  including 607.88 million baht of bank overdraft and short term loans
  from financial institutions.

  As of December 31, 2005 the company’s total current assets were
  1,059.27 million baht or 93.47% of total assets. This includes
  accounts receivable amounts of 1,019.48 million baht or 89.96% of
  total assets. Total current liabilities were 705.00 million baht
  including 645.90 million baht of bank overdraft and short term loans
  from financial institutions.

  Liquidity ratio was 1.57 times and 1.50 times in 2006 and 2005
  respectively. Liquidity ratio of year 2006 is 0.07 time higher than
  the previous year, and the period of installment payments of hire
  purchase financing of motorcycles in 2006 was an average of about 27
  months - as same as the previous year.

  Cash flow from operating activities in 2006 illustrated the net cash
  received in operating activities was 101.64 million baht. Net cash
  provided by operating activities before changes in operating assets
  and liabilities was Baht 233.80 million. Net cash used in net hire
  purchase motorcycles was 51.06 million baht and foreclosed assets
  77.67 million baht.

  Cash flow from investing activities in 2006 illustrated the net cash
  used in investing activities was 1.20 million baht. Cash used in
  investing activities is acquisition of fixed assets with amounts of
  1.88 million baht, and received from sales of fixed assets and loans
  to employees of 0.68 million baht.

  Cash flow from financing activities in 2006 illustrated the net cash
  provided by financing activities was 100.02 million baht which was
  received from long term loan amounting to 100.00 baht, payment for
  loan from director with amount 8.00 million baht, payment for bank
  overdraft and short term loans of 137.27 million baht and dividends
  paid of 54.00 million baht.

  Capital structure.

  The company’s capital structure illustrated ratio of debt to equity is
  1.45 times in 2006, which decreased from 1.66 times of 2005. That
  ratio decreased due to the following reasons.

1.  Decreasing in outsource funding for expand business in hire purchase
    finance of motorcycles in 2006, which were short term loans such as
    bank overdrafts and loans from Bank of Ayudhya. Short term loans
    were Note payable - on call with interest rate equal to MOR per
    annum, which used land and buildings for collateral. Short term
    loans decreased from 546.03 million baht in 2005 to 508.76 million
    baht in 2006 – a decrease of 37.27 million baht or 6.83%.

2.  Increases in internal capital in 2006 from the company’s net profit
    after tax of 80.75 million baht. That results in increasing total
    shareholders’ equity from 426.30 million baht in 2005 to 453.05
    million baht in 2006 – an increase of 26.75 million baht or 6.28%.

  Relations between the source and spending of funds, source of funding
  comes from bank overdraft, promissory notes payable - on call from
  Bank of Ayudhya, and short term loans from bill of exchange sold to
  the asset management fund. Funding was spent approving credit of hire
  purchase financing of motorcycles which have average term of
  installment of about 27 months. That illustrated the risk between the
  period of paying back loans and collection debts, and the interest
  rates on loans may be higher while interest on debt is fixed. By
  classifying as a good customer of the bank for over 20 years, the bank
  has always provided financial support.

  The company also sets the policy to minimize that risk, by providing
  appropriated source of funds, which can balance the period for pay
  back, and interest rate related to hire purchases’ term and its
  interest. However there is no rules or regulations from the Bank of
  Thailand to control the hire purchase financing of motorcycle
  business, except the Office of Consumer Protection Board regulations,
  and Ministry of Commerce-issued regulations to protect consumers for
  some agreements in hire purchase financing of motorcycle contract,
  such as to limit interest rates for default customers which can’t be
  charged more than MOR + 10% per annum of Krung Thai Bank etc.

  Whenever the Government issues regulations to control the hire
  purchase finance motorcycle business, it will be affect the operation
  in the future. For example, to limit interest rates of hire purchase
  motorcycle contracts or limit down payments, etc.

  Earnings Per Share

  As of December 31, 2006 earning after income tax were 80.75 million
  baht with issued and paid up 45.00 million ordinary shares at par
  value 5.00 baht each, earnings per share were 1.79 baht (weighted
  average ordinary share are 45.00 million shares).

  As of December 31, 2005 earnings after income tax were 82.15 million
  baht with issued and paid up 45.00 million ordinary shares at par
  value 5.00 baht each, earnings per share were 1.83 baht (weighted
  average ordinary share are 45.00 million shares).

  Earnings per share in 2006 decreased slightly from 1.83 baht to 1.79
  baht – a decrease of 0.04 per share or about 2.19%.

Confirmation for accuracy and completeness of audit fee

Year ended December 31, 2006

Audit fee

Item No. Company Auditor’s name Audit fee

1 Group Lease Public Co., Ltd Mr. Pojana Asavasontichai 526,734.00

Total Audit Fee 526,734.00

According to above information, it is illustrated

 Accuracy and Completely, I hereby confirm that there is no other
fee/service which I acknowledge, gave to me, my company, and related
person/company.

Inaccurate and Incomplete,due to
_________________________________________

____________________________________________________________________

____________________________________________________________________

With this information, I confirm that such information of audit fee and
non-audit fee which the Company and its subsidiaries paid to me, my
company, and related person/company, are presented accuracy and
completely.

____________________________

(Mr. Pojana Asavasontichai)

DHARMNITI AUDITTING CO., LTD.

Auditor of Group Lease Public Co., Ltd.