Evaluation Form of Sufficiency Internal Control Systems

GROUP LEASE PUBLIC COMPANY LIMITED

As of February 26, 2007

This evaluation is made by the Board of Directors to present their
opinion about

the sufficiency of internal control systems.

Part 1 Organization controls and environment Measures.

Organization controls and environment measures mean having the good
company structure and environment will generate the strong roots of
efficiency internal control systems. So, it is necessary to create the
circumstances and any factors to support the operation of internal
control systems and make them successful. To ensure all personnel in the
organization realize the necessity of internal controls. For example,
the management concentrates on honesty and ethical operations and
creates the appropriate organization structure. This includes delegation
of responsibilities and clearly written policy and discipline.

…………………………………………………………………………………………………………………………...

1.  The Board of Directors sets the targets and measurement for
    performance for clearly directing the employees’ operations.

 Yes  No

2.  The Board of Directors reviews the appropriation of targets by
    considering its possibility and appropriation of incentives that
    pursued the performance., and in which existing incentives do not
    create fraud (such as a distorted figure to make high sales
    volumes).

 Yes  No

3.  The existing organization supports the management in operating
    efficiently.

 Yes  No

The delegation of duties and responsibilities to each department are
identified clearly in the organization structure.

4.  The code of conduct, discipline, and punishments, which prohibit the
    management and employees in any action related to conflicts of
    interest to the company, are established.

 Yes No

5.  The company’s policy and procedure manual of financial, purchasing,
    and other administration operation are written carefully, and those
    procedures also support the prevention of fraud.

 Yes  No

6.  The fair treatments of competitors are considered for the long term
    interest in setting up the company’s policy.

 Yes  No

Part 2 Risk management measures.

Risks always exist along the way in business. Risks are created from
both external and internal factors. Internal factors are dishonesty of
management, expansion without good supporting systems, or lack of
governance etc. External factors are changes in technology or changes in
consumer behavior etc. To survive in the business, the management needs
to do the following:

To identify risks.

To analysis the opportunity and effects of risk.

To manage risks.

…………………………………………………………………………………………………………………………...

2.1 The company always completes a risk assessment for any material
factor which may cause that risk.

 Yes  No

Risk assessments for both internal and external factors are always done
appropriately.

2.2 The event that causes the risks is analyzed appropriately.

 Yes  No

The management always updates and analyzes the information. The manager
in each department also analyzes the events.

2.3 The company sets the procedure to follow up the reasons of risk and
creates procedures to minimize that risk.

 Yes  No

Personnel concerned in that risk always inform the updated event to the
management.

2.4 The company acknowledges concerned personnel about procedures to
manage the risks.

 Yes  No

2.5 There are follow up plans for risk management.

 Yes  No

All updated information had to be informed to management.

Part 3 Management control activities.

Management control activities are the key to ensure all plans are
responded to and followed up by all employees. The plans are:

Limitations of authorizations at each level are set appropriately.

There is segregation of duties likely to cause fraud.

There is appropriation of procedures and activities of main
shareholders, directors, management, or related partied, which prevents
interest transfer.

The existing procedures comply with law and related regulations.

…………………………………………………………………………………………………………………………...

1.  There is clear limitation of authorization in each level (in terms
    of money).

 Yes  No

2.  There is clear segregation of responsibilities into three parts as
    follows: 1) approval 2) recording of data, both accounting and
    information technology 3) storeage and maintainance of assets.

 Yes  No

3.  If there are any transactions between the company and main
    shareholders, directors, management, or related parties, the company
    provides a carefully procedure in which that transaction has to be
    approved by restrictive procedures.

 Yes  No

4.  According to Item 3.3 that approval is done without conflicts of
    interest.

 Yes  No  No that incident

5.  According to Item 3.3 that approval is done by realizing the highest
    interest of the company, as well as the transaction made to others
    (on an arms’ length basis).

 Yes  No  No that incident

6.  Any long term contract (such as contract of selling and purchasing
    goods, loans, and guarantee contracts) which is made with the
    related parties, complies with conditions made (such as payback as
    the due, reviewing the appropriation of the contact, etc.) during
    the period of contract.

 Yes  No  No that incident

7.  According to Item 3.3, such procedures cover the prohibition of
    taking the company interest as their own.

 Yes  No  No that incident

8.  If there is affiliated or subsidiary company, the company always
    plans and follows up that operation via the appointed directors.

 Yes  No  No that incident

9.  The company provides the procedures to review the operation, and
    whether that operation complies with related laws for minimizing the
    risks of operational and the company’s reputation.

 Yes  No

10. If there is any breech of law, the company provides preventive and
    corrective procedures for that incident.

 Yes  No  No that incident

Part 4 Information and communication measures.

Carefulness is a relevant ingredient when making decisions for
directors, management committee, shareholders, or related parties.
Making decisions is based on the sufficiency and quality of information,
including financial information. The communication of information is an
important factor to drive the efficiency of internal control systems.

The quality of information should meet these criteria:

Sufficient to making decisions.

Complete and accurate.

Up-to-date.

Understandable.

Well filed.

1.  Any subject proposed to the Board of Directors for making a decision
    is complete with sufficient material information (such as details,
    cause and effect, and other choices, etc.)

 Yes  No

Management presents a report to the Board of Directors every time.

.

2.  Directors will receive the sufficient information prior to meeting
    according to law.

 Yes  No

The sufficient information will be received at least seven days prior to
the meeting.

3.  The Directors meeting report is composed of relevant details for
    shareholders to evaluate the appropriation of directors performance,
    such a memo of inquiry and suggestion, remarks, opinions and reasons
    of non approval.

 Yes  No

.

.

4.  The recording of accounting information and other records are filed
    completely as an index. There is no mention about poor filing from
    external auditors, or if any it has been solved.

 Yes  No

5.  The Board of Director has considered that the existing accounting
    policy complies with General Accepted Accounting Principle, and is
    appropriate to business without distorted statement.

 Yes  No

Part 5 Monitoring.

To operate with effectiveness and efficiency, the company should
promptly follow up its planning as to whether there is consistency of
internal controls, procedures, and adjustments for compliance with
modern situations including correction.

…………………………………………………………………………………………………………………………...

1.  When there is a specific target, the Board of Directors will compare
    the performance of management against the target

 Yes  No  No that incident

2.  If there is difference between the target and performance, the
    company corrects that incident promptly.

 Yes  No  No that incident

3.  There is the test of the consistency of internal controls.

 Yes  No

4.  Results of testing internal controls are reported directly to the
    Board of Directors or Audit committee to make internal auditors work
    freely and report with truthfulness.

 Yes  No  No that incident

The Company provides an outsourced company to do internal auditing and
report directly to Audit committee.

5.  If any material mistake is found, it will be reported to the Board
    of Directors and Audit committee to correct that incident promptly.

 Yes  No  No that incident

6.  The company must report the progress of mistake improvements to the
    Board of Directors and Audit committee

 Yes  No

7.  The management must report to the Board of Directors as soon as
    possible when fraud is found or any incident or action that
    conflicts the law and causes material damage to the reputation of
    the company.

 Yes  No  No that incident

REPORT OF THE AUDITOR

TO The Shareholders and Board of Directors of

Group lease Public Company Limited

I have audited the balance sheet of group lease PUBLIC COMPANY LIMITED
as at December 31, 2006, and the related statement of income, changes in
shareholders’ equity and cash flow for the year then ended. These
financial statements are the responsibility of the Company's management
as to their correctness and completeness of the presentation. My
responsibility is to express an opinion on these financial statements
based on my audits. The financial statements of such company for the
year then ended December 31, 2005, which are presented herewith for
comparative purposes only, were audited by another independent auditor,
whose report dated February 17, 2006, expressed an unqualified opinion.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statement referred to above present fairly,
in all material respects, the financial position of Group lease Public
Company limited as at December 31, 2006, and the results of its
operation, its changes in shareholders' equity and its cash flow for the
year then ended in conformity with generally accepted accounting
principles.

  (Mr. Pojana Asavasontichai)

  Certified Public Accountant

  Registration No. 4891

Dharmniti Auditing Company Limited

Bangkok, Thailand

February 5, 2007

2007/062/7481

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GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

1.  GENERAL INFORMATION

a) Address and legal status.

The company has registered to be a limited public company under the
Public Limited Companies Act with the Ministry of Commerce on January
28, 1994 register number 0107537000327 (Formerly registration number
Bor. Mor. Jor. 279).

Its head office is located at 63 Soi 1 Tesabalnimitretai Road, Lardyao
Sub-District, Chatujak District, Bangkok, 10900, Thailand.

b) Nature of the company’s operations.

The company’s main operations relate to providing hire-purchases and
installment sales.

c) Number of employees.

As at December 31, 2006 and 2005 the company had 152 employees and 142
employees, respectively.

d) Supplemental disclosures of expense information.

Supplemental disclosures of expense information for the years ended are
as follows:

  --------------------- ------------ -- -- -- --------------- -- ---------------
                                              Baht               

                                              2006               2005

  Employee benefit                            38,722,979.73      37,350,216.59
  costs                                                          
  --------------------- ------------ -- -- -- --------------- -- ---------------

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis for preparation of financial statements.

1. The financial statements were prepared in accordance with the
generally accepted accounting principle under the Accounting Act B.E.
2543 which implies the accounting standard determined by the Federation
of Accounting Professions, set up in accordance with the Accounting
Profession Act B.E. 2547 which has been announced to be effective and in
accordance with the determination of the Office of the Securities and
Exchange Commission on the subject preparation and presentation of the
financial reports.

2. Preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosure. The actual
results may differ from those estimates

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

2.2 Revenues recognition.

Revenue from hire purchase agreements and revenue from installment
agreements.

The company recognizes interest income from hire purchases and
installment sales throughout the term of the agreements according to the
Effective Interest Method and ceases to recognize it when the debtors
have overdue in payment for two consecutive installment periods and the
company has terminated the agreements. In practice, the Company has
ceased to recognize when the debtors have overdue in payment from 4^(th)
or 5^(th) installment after the Company has terminated the agreements.

The company applied an accounting policy not consistent with the method
suggested by the Institute of Certified Accountants and Auditors of
Thailand as stated in the letter no. Sor. Nor. 111/2547 dated April 23,
2004 on the matter relating to making allowance for doubtful debt in
consumer finance business in the cessation of the said income as follows
:-

- Definition of debtors in overdue payment and ceasing of revenue
recognition. The Institute gave an opinion that for any debtor of the
company undertaking consumer finance business whose payment is more than
3 installments since contractual past due the due date as specified in
the agreement, the company should stop recognizing income based on
accrual basis from that debtor commencing from the fourth installment
onwards (more than 3 installments and make allowance for bad debt in
case of that debtor). However, the Company chooses to stop recognizing
revenue when debtor is overdue in payment from the 4^(th) or 5^(th)
installment after the company has terminated the agreements which is
consistent with the Boards’ announcement covering agreements in
connection to hire-purchase business for motor cars and motor cycles to
be business in control B.E.2543 by office of the Consumers Protection
Board, which the Company considers appropriate for the Company’s
business operation, there was an indication in the part that debtors
with more than 3 installments overdue in payment and recognized interest
income from hire purchases and installment sales have already been made
provision for bad and doubtful debts based on the chosen method.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

Interest income from factoring contracts and personal loans.

The company recognizes the interest throughout the contracts’ periods by
a straight-line method and stops recognizing when the debtors of such
contracts have overdue in payment for two consecutive installment
periods.

Interest income from loan receivables.

The company recognizes the income according to the proportion of time
basis and stops recognizing it when such debtors have overdue in
repayment of the principal and interest for four consecutive months.

Other income such as income from penalty from breach of lease
agreements, income incurred from collecting compensation from clients,
etc. is recognized as income when issuing the collections.

Gain or loss from sale of investment is recorded as revenue or expense
in the income statement on the date of sale of investment. The cost of
the investment sold during the period is calculated by the weighted
average method.

Expenses are recorded on an accrual basis.

2.3 Allowances for doubtful debts.

For debtors of hire purchase agreements, installments agreements and
personal loans, an allowance for doubtful debts is sent the basis on
following the regulation 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 by computing from debtors in agreements plus accrued
income and deducted by deferred interest, value-added tax and deposit
guarantee for damage (if any)

Percentage of Allowance for Doubtful Debts as follows :-

  --------------------------------------- ---------- ---- ----------------
  Not exceed one installment              1               percentage

  Past due 2 - 3 installment              2               percentage

  Past due 4 - 6 installment              100             percentage

  Past due 7 - 12 installment             100             percentage

  Past due over 12 installment            100             percentage
  --------------------------------------- ---------- ---- ----------------

For debtors of factoring contracts and loan receivables, an allowance
for doubtful debts is made by considering the debtors expected to
default on payment and reviewing such debtors’ current financial
position.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

2.4 Cash and cash equivalents.

Cash and cash equivalents consist of cash on hand and at bank and
excluding cash at bank, which are used for guarantee.

2.5 Investments.

Long-term investment in debt instrument, which would be held until
maturity, is shown at the written-off cost.

Long-term investment in equity securities, non-marketable securities
being held to be general investment is stated at cost.

The company would test the impairment of the investment when there is an
indicator that such investment may have permanently decreased in value.
The loss incurred from impairment is recorded in the income statement
immediately.

2.6 Assets foreclosed.

Assets foreclosed, which are confiscated from the hire purchasers or
lessees, are shown at book value or appraised sale value, whichever is
lower.

2.7 Property plant and equipment.

  Land is recorded at costs from acquiring date, buildings and equipment
  are recorded at costs less accumulated deprecation. Depreciation is
  calculated by the straight line method over their estimated useful
  lives as follows:-

  ---------------------------------------------------- --------- ---------
  - Buildings                                          20        Years

  - Building improvements and leased area              10        Years

  - Furniture and office equipment                     5         Years

  - Computer and equipment                             3 - 5     Years

  - Vehicles                                           5         Years
  ---------------------------------------------------- --------- ---------

  Except for computers and equipment and vehicles that were recorded
  after May 31, 1994, depreciation was calculated by sum-of-the
  years-digits method over a period 3 - 5 years.

The company amortized intangible assets as expense base on sum-of the
years-digits method over a period five years.

2.8 Deferred corporate income tax.

The company adopts a principle in recording the corporate income tax
calculated from the net book profit in the accounting period that such
transaction occurred without consideration whether such transaction is
treated as revenue or expense according to the Revenue Code. It is then
recorded as deferred corporate income tax in the balance sheet and
write-off as revenue or expense in the accounting period that such
transaction actually occurred and treated as revenue or expense
according to the Revenue Code.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

Deferred corporate income tax is recorded from the difference of the
corporate income tax calculation from the net profit according to the
Revenue Department and book. The difference of the tax base occurred
from the time difference. The majority of the difference incurred from
the allowance for doubtful debts and provision.

2.9 Related parties.

Enterprises and individuals that directly, or indirectly through one or
more intermediaries, control, or are controlled by, or are under common
control with, the company, including holding companies, subsidiaries and
fellow subsidiaries are related parties of the company. Associates and
individuals owning, directly or indirectly, an interest in the voting
power of the company that gives them significant influence over the
enterprise, key management personnel, including directors and officers
of the company and close members of the family of these individuals and
companies associated with these individuals also constitute related
parties.

In considering each possible related party relationship, attention is
directed to the substance of the relationship, and not merely the legal
form.

2.10 Using of accounting estimation.

Preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and disclosure of contingent assets and
liabilities. Actual results may differ from those estimates.

2.11 Provisions.

A provision is recognized in the balance sheet when the company has a
present legal or constructive obligation as a result of a past event ,
and it is probable that an outflow of economic benefits will be required
to settle the obligation and a reliable estimate can be made of the
amount of the obligation.

2.12 Impairment of assets.

The company reviews the impairment of assets whenever events indicate
that the carrying value of an asset exceeds its recoverable amount or
fair value. The company, its subsidiaries and its joint ventures
recognize impairment loss in the earnings statements whenever the
carrying value of an asset exceeds its recoverable amount. Impairment
loss is reversed to other income whenever there is any indication that
the impairment loss recognized may no longer exist or may have
decreased.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

2.13 Employee benefits.

The company established an employee provident fund in accordance with
the Provident Fund Act B.E. 2530 and it was registered and approved by
the Ministry of finance on March 13, 1992. By this set up, the employees
and the company have to contribute to the fund in accordance with its
regulations. The fund is managed by appointed external manager.
Contribution made by the company is treated as an expense item in the
income statement.

2.14 Income tax.

The company recognized tax obligations on a tax basis based on the
conditions described in the Revenue Code.

2.15 Earnings per share.

Basic earnings per share are calculated by dividing the net earnings for
the period by the weighted average number of ordinary shares outstanding
during the period.

3. TRANSACTIONS WITH RELATED PARTIES.

The company has transactions with related parties. The financial
statements reflect the effect of these transactions on the basis
determined by the companies concerned under their policy over
sale/purchase of goods which are stated that they will be compared with
market price or fair value.

Significant transactions occurred between the company and related
parties for the years ended December 31, 2006 and 2005 as follows:

[TABLE]

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

As at December 31, 2006 and 2005 the company had the balance of related
parties as follows:

  -------------- --------------------------- -- --------------- -- ---------------- -- ----------------
                                                                   Baht                

  Balance sheet                                 Relationship       2006                2005

  Long - Term                                                                          
  Investment -                                                                         
  Subordinated                                                                         
  Debentures                                                                           

                 Bank of Ayudhya Public         Shareholders       2,000,000.00        2,000,000.00
                 Company Limited                                                       

  Pledged Fixed                                                                        
  Deposit                                                                              

                 Bank of Ayudhya Public         Shareholders       384,790.20          377,319.28
                 Company Limited                                                       

  Bank Overdraft                                                                       

                 Bank of Ayudhya Public         Shareholders       12,758,272.56       46,025,478.72
                 Company Limited                                                       

  Short - Term                                                                         
  Loan                                                                                 

                 Bank of Ayudhya Public         Shareholders       396,000,000.00      500,000,000.00
                 Company Limited                                                       

  Loans due to                                                                         
  Directors                                                                            

                 Mr. Samart Chiradamrong        Directors and      -                   8,000,000.00

                                                Shareholders                           

  Long - Term                                                                          
  Loan                                                                                 

                 Bank of Ayudhya Public         Shareholders       100,000,000.00      -
                 Company Limited                                                       
  -------------- --------------------------- -- --------------- -- ---------------- -- ----------------

4. CASH AND CASH EQUIVALENT

Cash and cash equivalents consisted of:

  -------------------------------------- -- -------------- -- -------------
                                            Baht              

                                            2006              2005

  Cash in hand                              324,494.00        -

  Petty Cash                                63,000.00         44,000.00

  Cash in banks - current accounts          97,703.92         432,732.20

  Cash in banks - savings accounts          636,196.75        230,515.62

  Total                                     1,121,394.67      707,247.82
  -------------------------------------- -- -------------- -- -------------

  Savings account carries interest at the floating rate which are set by
  banks.

5. HIRE - PURCHASE AND INSTALLMENT SALES RECEIVABLES, NET

Hire - Purchase and Installment Sales Receivables, Net Consisted of :

  ------------- --------------------------------------- ------------------ -- ------------------
                                                        Baht                  

                                                        2006                  2005

  Normal                                                                      
  Receivables                                                                 

                Hire - Purchase and Installment Sales   1,413,733,893.32      1,455,192,950.67
                Receivables                                                   

                Accrued Hire - Purchase and             20,890,626.52         16,383,879.63
                Installments Sales Income                                     

  Less Unearned                                         (408,641,532.78)      (437,772,973.13)
  Hire -                                                                      
  Purchase and                                                                
  Installment                                                                 
  Income                                                                      

  Total Normal                                          1,025,982,987.06      1,033,803,857.17
  Receivables                                                                 

  Terminated                                                                  
  Contracts                                                                   
  Receivables                                                                 

                Hire - Purchase and Installment Sales   73,669,094.81         60,870,524.69
                Receivables                                                   

                Accrued Hire - Purchase and             5,776,531.71          5,360,016.21
                Installments Sales Income                                     

  Less Unearned                                         (21,056,458.39)       (16,559,463.71)
  Hire -                                                                      
  Purchase and                                                                
  Installment                                                                 
  Income                                                                      

  Total                                                 58,389,168.13         49,671,077.19
  Terminated                                                                  
  Contracts                                                                   
  Receivables                                                                 

  Less                                                  (84,699,857.80)       (63,992,872.60)
  Allowance for                                                               
  Doubtful                                                                    
  Debts                                                                       

                Hire - Purchase and Installment Sales   999,672,297.39        1,019,482,061.76
                Receivables, Net                                              
  ------------- --------------------------------------- ------------------ -- ------------------

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

As at December 31, 2006, the hire-purchase and installment sales
receivables classified by aging and allowance for doubtful debts were as
follows;

  ------------------- ------- -- ------------------ -- --------------- -- ------------
                                 Baht                                     

                                 Amount of             Allowance for      Percentage
                                 Receivables and       Doubtful Debts     of Allowance
                                 Accrued Income                           for Doubtful
                                 after Deduction of                       Debts
                                 Unearned Income of                       
                                 Hire - Purchase                          
                                 and Installment                          
                                 Sales, Value Added                       
                                 tax and Guarantee                        
                                 for Damage                               

  Not exceed one                 928,443,334.64        9,268,024.20       1
  installment                                                             

  Past due 2-3                   82,139,782.61         1,642,795.62       2
  installments                                                            

  Past due 4-6                   47,304,886.72         47,304,886.72      100
  installments                                                            

  Past due 7-12                  20,303,413.63         20,303,413.63      100
  installments                                                            

  Past due over 12               6,180,737.59          6,180,737.63       100
  installments                                                            

  Total                          1,084,372,155.19      84,699,857.80      
  ------------------- ------- -- ------------------ -- --------------- -- ------------

As at December 31, 2005, the hire-purchase and installment sales
receivables classified by aging and allowance for doubtful accounts were
as follows :

  -------------------- -------- -- ------------------ -- --------------- -- ------------
                                   Baht                                     

                                   Amount of             Allowance for      Percentage
                                   Receivables and       Doubtful Debts     of Allowance
                                   Accrued Income                           for Doubtful
                                   after Deduction of                       Debts
                                   Unearned Income of                       
                                   Hire - Purchase                          
                                   and Installment                          
                                   Sales, Value Added                       
                                   tax and Guarantee                        
                                   for Damage                               

  Not exceed one                   967,879,681.97        9,678,820.17       1
  installment                                                               

  Past due 2-3                     62,325,084.57         1,246,501.49       2
  installments                                                              

  Past due 4-6                     26,556,703.96         26,556,703.96      100
  installments                                                              

  Past due 7-12                    7,683,120.92          7,683,120.92       100
  installments                                                              

  Past due over 12                 18,827,726.06         18,827,726.06      100
  installments                                                              

  Total                            1,083,272,317.48      63,992,872.60      
  -------------------- -------- -- ------------------ -- --------------- -- ------------

As at December 31, 2006 and 2005, the hire-purchase and installment
sales receivables, which were overdue for the 4^(th) installment (more
than three installment) and the company still recognized the revenue,
had the amount of net receivable of Baht 20.42 million and Baht 13.98
million and accrued income of Baht 2.49 million and Baht 1.66 million,
respectively.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

6. FACTORING CONTRACT RECEIVABLES, NET

Factoring contract receivables, net consisted of :

  ---------------------------------------- ---------------- -- ----------------
                                           Baht                

                                           2006                2005

  Factoring Contract Receivables           4,697,435.70        4,865,495.97

  Accrued Factoring Contract Income        222,934.72          222,934.72

  Less Allowance for Doubtful Debts        (4,920,370.42)      (5,088,430.69)

  Factoring Contract Receivables, Net      -                   -
  ---------------------------------------- ---------------- -- ----------------

The whole amount of factoring contract receivables as at December 31,
2006 and 2005, represented debtors that are more than 12 months overdue.
The company set up this whole amount as an allowance for doubtful debt
for such debtors.

7. PERSONAL LOAN RECEIVABLES, NET

Personal loan receivables, net consisted of :

  ---------------------------------------- -------------- -- --------------
                                           Baht              

                                           2006              2005

  Personal Loan Receivables                -                 11,815

  Terminated Contracts of Personal Loan    3,000.00          16,278
  Receivables                                                

  Add Accrued Personal Loan Income         1,302.80          7,547.12

  Less Unearned Income                     (1,302.72)        (11,462.15)

  Less Allowance for Doubtful Debts        (3,000.08)        (24,177.97)

  Personal Loan Receivables , Net          -                 -
  ---------------------------------------- -------------- -- --------------

As at December 31, 2006 and 2005, the whole amount covered the credits
granted to the company’s old customers with the interest rate of 1 % per
month plus administration fee at 5% of the credit amount, which must not
be less than Baht 500.00 per credit.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

8. LOANS, NET

Loans, net consisted of:

  ---------------------------------------- ----------------- -- -----------------
                                           Baht                 

                                           2006                 2005

  Promissory Notes                         15,120,139.13        15,123,199.59

  Less Allowance for Doubtful Debts        (15,120,139.13)      (15,123,199.59)

  Loans , Net                              -                    -
  ---------------------------------------- ----------------- -- -----------------

The company charges interest on these loans at the rate of MOR + MARGIN
per annum and they are personally guarantees.

9. ASSETS FORECLOSED

Assets foreclosed consisted of:

  ---------------------------------------- ---------------- -- ----------------
                                           Baht                

                                           2006                2005

  Assets Foreclosed                        6,338,828.57        8,842,397.16

  Less Allowance For Diminution In Value   (2,955,264.15)      (3,999,261.72)

  Net                                      3,383,564.42        4,843,135.44
  ---------------------------------------- ---------------- -- ----------------

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

10. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of:

  -------------------------- ----------------- -- ---------------- -- ---------------- -- -----------------
                             Baht                                                         

                             As at December       During the                              As at December
                                                  period                                  

                             31, 2005             Increase            Decrease            31, 2006

  Cost :                                                                                  

  Land                       21,392,175.00        -                   -                   21,392,175.00

  Building                   38,475,892.99        -                   -                   38,475,892.99

  Building Improvement and   4,552,757.42         7,985.00            -                   4,560,742.42
  Leased Area                                                                             

  Air Conditioners           5,378,150.64         -                   -                   5,378,150.64

  Telephone and Equipment    2,038,087.54         72,112.02           (1,060,912.69)      1,049,286.87

  Computer and Equipment     12,719,896.76        623,382.50          (7,546,976.46)      5,796,302.80

  Furniture and Office       12,890,033.18        129,906.75          (275,635.71)        12,744,304.22
  Supplies                                                                                

  Vehicles                   4,874,304.65         1,043,853.27        (622,347.91)        5,295,810.01

  Total                      102,321,298.18       1,877,239.54        (9,505,872.77)      94,692,664.95

  Accumulated :                                                                           

  Building                   (23,288,017.26)      (1,923,794.64)      -                   (25,211,811.90)

  Building Improvement and   (4,219,669.22)       (157,888.08)        -                   (4,377,557.30)
  Leased Area                                                                             

  Air Conditioners           (5,377,777.42)       (333.22)            -                   (5,378,110.64)

  Telephone and Equipment    (1,617,409.12)       (159,740.54)        1,060,911.69        (716,237.97)

  Computer and Equipment     (11,852,694.04)      (727,203.92)        7,546,967.30        (5,032,930.66)

  Furniture and Office       (12,599,541.32)      (107,297.13)        275,635.71          (12,431,202.74)
  Supplies                                                                                

  Vehicles                   (3,431,131.41)       (857,970.23)        622,344.91          (3,666,756.73)

  Total                      (62,386,239.79)      (3,934,227.76)      9,505,859.61        (56,814,607.94)

  Property, plant and        39,935,058.39                                                37,878,057.01
  Equipment, Net                                                                          
  -------------------------- ----------------- -- ---------------- -- ---------------- -- -----------------

As at December 31, 2006 and 2005, plant and equipment at cost value of
Baht 26.48 million and Baht 35.08 million, respectively were fully
depreciated but still in use.

The company had pledged its land including construction thereon as
collateral to secure loans as detailed in notes to financial statements
No.12.

Depreciation for the years ended on December 31, 2006 and 2005 were the
amount of Baht 3.93 million and Baht 3.60 million, respectively.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

11. DEFERRED INCOME TAX AND CORPORATE INCOME TAX

Deferred income tax And corporate income tax consisted of:

  ---------- ----------------------------------------- --------------- -- ---------------
                                                       Baht               

                                                       2006               2005

  11.1                                                                    
  Deferred                                                                
  Income Tax                                                              
  Asset                                                                   

             Allowance for Doubtful Debts              26,792,487.01      21,783,490.89

             Allowance for Diminution in Value of      738,816.04         999,815.43
             Foreclosed Assets                                            

             Total                                     27,531,303.05      22,783,306.32
  ---------- ----------------------------------------- --------------- -- ---------------

  ------------ ----------------------------------------- ---------------- -- ----------------
                                                         Baht                

                                                         2006                2005

  11.2 Main                                                                  
  Components                                                                 
  of Corporate                                                               
  Income Tax                                                                 
  Expense                                                                    
  (Revenue)                                                                  

               Profit before Corporate Income Tax        108,677,922.57      113,061,051.26

               Entries Adjusted to Arrive at Taxable                         
               Profit                                                        

               Expenses - not Tax Deductible             23,744,754.73       29,495,536.53

               Tax Privileged Revenue and Expenses       (586,017.70)        (36,630.04)

               Expenses (Reversal) - Tax Deductible      (1,052,413.72)      (1,697,529.21)

               Revenue (Reversal) - Tax Deductible       (82,736.21)         -

               Taxable profit                            130,701,509.67      140,822,428.54

               Payable (Receivable) Corporate Income Tax 32,675,377.42       35,205,607.13

               Deferred Corporate Income Tax from                            
               Temporary                                                     

               Differences and Reversals                 (4,747,996.73)      (7,373,884.13)

               Deferred Corporate Income Tax Incurred                        
               From Decreased                                                

               Tax Rate From 30% to 25%                  -                   3,081,884.45

               Corporate Income Tax Expenses (Revenues)  27,927,380.69       30,913,607.45
  ------------ ----------------------------------------- ---------------- -- ----------------

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

Reconciliations of Corporate income tax expenses (revenue) with total
tax amount calculated from accounting profit were as follows :-

  ----------------------------------------- ---------------- -- ----------------
                                            Baht                

                                            2006                2005

                                                                

  Profit before Corporate Income Tax        108,677,922.57      113,061,051.26

  Corporate Income Tax Calculated at the    27,169,480.64       28,265,262.81
  Rate of 25%                                                   

  Tax Impact Expenses Unable to be                              
  Classified as Taxable                                         

  Expenses                                  904,404.48          (424,382.30)

  Tax Impact of Tax Privileged Revenue and  (146,504.43)        (9,157.51)
  Expenses                                                      

  Deferred Corporate Income Tax Incurred                        
  From Decreased                                                

  Tax Rate From 30% to 25%                  -                   3,081,884.45

  Corporate Income Tax Expense (Revenue)    27,927,380.69       30,913,607.45
  ----------------------------------------- ---------------- -- ----------------

12. BANK OVERDRAFT AND BANK LOAN

As at December 31, 2006 and 2005 the company has overdraft, loan,
acceptances and ovals of bills were pledged by the company’s claimant
rights on hire-purchase, and land including construction, already
existed and to be existed in the future, to mortgage as collateral to
secure the said loan. In addition, the company’s directors also gave
their personal guarantees.

As at December 31, 2006 and 2005, the bank loan in amount of Baht 396
million and 500 million, respectively were loans in the form of
promissory notes payable on demand and carrying the interest rate at MOR
per annum.

13. BILL OF EXCHANGE

Bills of exchange consisted of :

  ----------------------------------------- ---------------- -- ----------------
                                            Baht                

                                            2006                2005

  Bill of Exchange                          100,000,000.00      100,000,000.00

  Less Deferred Discount Paid               (882,352.90)        (124,917.26)

  Net                                       99,117,647.10       99,875,082.74
  ----------------------------------------- ---------------- -- ----------------

  On October 16, 2006 the company has issued 10 non-secure bill of
  exchange to open-end fund with the maturity period of 120 day and the
  interest rate at 7.50% per annum.

  As at December 31, 2005 the company has issued three non-secure bills
  of exchange to an open-end fund with the maturity period of 268 days
  and the interest rate at 3.60% per annum and the company has repaid to
  bills of exchange at all on Quarter 2 in 2006.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

14. LOANS FROM DIRECTORS

Loans from directors consisted of:

  ------------------------------------------ ----------------- -- --------------
                                             Baht                 

                                             2006                 2005

  Balance, Beginning of the period           8,000,000.00         8,000,000.00

  Additional loan during the period          19,806,000.00        -

  Deduction from paid loan during the period (27,806,000.00)      -

  Balance, End of year                       -                    8,000,000.00
  ------------------------------------------ ----------------- -- --------------

Loans from director were in the form of promissory note with interest
rate at MOR per annum and due at call.

15. LONG-TERM LOANS, NET

  ----------------------------------------- ----------------- -- -------------
                                            Baht                 

                                            2006                 2005

  Ending balance                            100,000,000.00       -

  Less Current portion                      (49,980,000.00)      -

  Net                                       50,020,000.00        -
  ----------------------------------------- ----------------- -- -------------

On June 14, 2006, the company agreed to loan from a commercial bank in
the amount of Baht 100 million. The loans have repayment every month
that start at 13^(th) month and finish in two (2) years afterwards,
payable. Interest rate is MLR+0.5% per annum afterwards, payable every
month.

16. DIVIDENDS PAYMENTS

In accordance with the minutes of the shareholders’ annual general
meeting for year 2006 held on April 25, 2006, it was resolved that the
company would pay dividends from the operating result of year 2005 to
the company’s shareholders at 1.20 baht per share in amount of 54.0
million baht and appropriated for additional legal reserve for the year
2005 at 4.15 million baht, which was not less than 5% of net annual
profit, because the legal reserve held less than 10% of the company’s
authorized share capital.

In accordance with the minutes of the shareholders’ annual general
meeting for year 2005 held on March 25, 2005, it was resolved that the
company would pay dividends from the operating result of year 2004 to
the company’s shareholders at 0.50 baht per share in amount of 22.50
million baht and appropriated for additional legal reserve for the year
2004 at 3.91 million baht, which was not less than 5% of net annual
profit, because the legal reserve held less than 10% of the company’s
authorized share capital.

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

17. LEGAL RESEVE

Under the Public Limited Companies Act. B.E. 2535, the company has to
appropriate a part of net annual profit for legal reserve fund of not
less than 5% of net annual profit less any accumulated loss (if any)
until the reserve fund reaches than 10% of the company’s authorized
share capital and this appropriation for the said reserve must be made
once approved by the resolution of the shareholders meeting.

18. EMPLOYEE BENEFITS

The company established an employee provident fund in accordance with
the Provident Fund Act B.E. 2530 and it was registered and approved by
the Ministry of Finance on March 13, 1992. By this set up, the employees
and the company have to contribute to the fund in accordance with its
regulation. The fund is managed by appointed external manager.
Contribution made by the company is treated as an expense item in the
income statement.

19. CONTINGENT LIABILITY

As at December 31, 2006 and 2005, the Company had the contingent
liability as follows:

  ---------------------------------------- -------------- -- --------------
                                           Baht              

                                           2006              2005

  Letter of Guarantee - electricity        218,000.00        218,000.00
  ---------------------------------------- -------------- -- --------------

20. EARNINGS PER SHARE

  Basic earnings per share is calculated by dividing the net profit for
  the period by the weighted average number of ordinary shares which are
  issued and paid-up during the period.

  -------------------------------------- -- -- ----- -- --------------- -- ---------------
                                                        2006               2005

  Net profit for the period (Baht)                      80,750,541.88      82,147,443.81

  Weighted average number of ordinary                   45,000,000         45,000,000
  shares (Shares)                                                          

  Basic earnings per share (Baht per                    1.79               1.83
  share)                                                                   
  -------------------------------------- -- -- ----- -- --------------- -- ---------------

GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2006 AND 2005

21. FINANCIAL INSTRUMENTS

The company has three important financial risks, which are risk on
credit provision, risk on interest rate, and risk on exchange rate.
However, the company management believes that none of those financial
instrument risks are materially significant.

Risk on credit provision.

The company upholds risk on credit provision, because the company has
account receivables from hire-purchase and installment sales. However,
the company has policy to hedge against such risk by demanding credit
guarantors, and in case of doubtful accounts, the company has set up
allowance for doubtful account.

Risk on interest rates.

Risk on interest rate arises from the fluctuation of interest rate in
the future. Since most of the company’s bank overdrafts, loans from
banks and financial institutions, and contracts carry the floating
rates, the company does not hold any financial instruments to prevent
such risk as those loans will be mature within one year.

Risk on foreign exchange rates.

The company has no exposure to risk on foreign exchange rates, because
the company has no foreign currency transaction.

Fair value.

Financial assets and liabilities, which are shown in the balance sheets,
have book values close to their approximate fair values, since these
financial assets and liabilities are short-term bearing interest rate
close to the market rate.

22. PRESENTATION OF SEGMENTED FINANCIAL INFORMATION

The company’s business operations concern with hire-purchase,
installment sales, personal loans, financial lease, and factoring
contracts. All activities are taken as those belong to sectoral business
whose performance is evaluated and is operated in only one geographical
location, i.e. Thailand. As such, all of the income, profits and assets
as reflected in these financial statements pertain to the aforementioned
business sector and geographical location only.

23. APPROVAL OF FINANCIAL STATEMENTS

These financial statements have been approved by the company’s director
of authorized on February 5, 2007.

_____________________________