11. Related party transactions.

The financial statement of Group Lease Public Company Limited as of
December 31, 2006 presents related transaction as follows:

+---------------+------------------------------------------------------+
| Related       |   Bank of Ayudhya Public Company Limited             |
| company       |                                                      |
|               |   Principle shareholder at 8.89 per cent             |
| relationships |                                                      |
+---------------+------------------------------------------------------+
| 1.            | Loan from bank - Note payable on call with interest  |
|  Transactions | rate equal to MOR per annum                          |
|               |                                                      |
| Interim       | 500.00 million baht by interest paid amount 37.80    |
|               | million baht                                         |
| Outstanding   |                                                      |
|               | 396.00 million baht                                  |
+---------------+------------------------------------------------------+
| 2.            | Loan from bank - Bank overdraft with interest rate   |
|  Transactions | equal to MOR per annum                               |
|               |                                                      |
| Interim       | 46.03 million baht by interest paid amount           |
|               | 859,180.10 baht                                      |
| Outstanding   |                                                      |
|               | 12.76 million baht                                   |
+---------------+------------------------------------------------------+
| 3.            | Loan from bank - Long term loan having repayment     |
|  Transactions | every month that starts at 13^(th)month and finishes |
|               | two years afterwards, payable. interest rate is      |
| Interim       | MLR + 0.5% per annum afterwards, payable every       |
|               | month.                                               |
| Outstanding   |                                                      |
|               | 100.00 million baht by interest paid amount 4.65     |
|               | million baht.                                        |
|               |                                                      |
|               | 100.00 million baht.                                 |
+---------------+------------------------------------------------------+
| The Audit     |                                                      |
| committee has |                                                      |
| already       |                                                      |
| reviewed and  |                                                      |
| validated     |                                                      |
| this          |                                                      |
| transaction,  |                                                      |
| and gave the  |                                                      |
| opinion that  |                                                      |
| there were    |                                                      |
| essence and   |                                                      |
| appropriation |                                                      |
| for making    |                                                      |
| the loan from |                                                      |
| Bank of       |                                                      |
| Ayudhya for   |                                                      |
| business      |                                                      |
| base. The     |                                                      |
| interest rate |                                                      |
| on that loan  |                                                      |
| is MOR and    |                                                      |
| MLR + 0.5%    |                                                      |
| per annum,    |                                                      |
| which is the  |                                                      |
| optimum       |                                                      |
| interest rate |                                                      |
+---------------+------------------------------------------------------+
| 4.            | Long term investment - Debenture 10 years with       |
|  Transactions | interest from year 1 to 5 is 4% per annum from year  |
|               | 6 to 10 is 4.75% per annum. Interest payments are    |
| Interim       | made quarterly and redeemed on November 5, 2013.     |
|               |                                                      |
| Outstanding   | 2.00 million baht by interest received amount        |
|               | 79,123.28 baht                                       |
|               |                                                      |
|               | 2.00 million baht                                    |
+---------------+------------------------------------------------------+
| The Audit     |                                                      |
| committee     |                                                      |
| reviewed and  |                                                      |
| validated the |                                                      |
| reason of     |                                                      |
| investment    |                                                      |
| which the     |                                                      |
| means the     |                                                      |
| company will  |                                                      |
| gain highest  |                                                      |
| profits. With |                                                      |
| interest      |                                                      |
| rates between |                                                      |
| 4 - 4.75% per |                                                      |
| annum, which  |                                                      |
| is higher     |                                                      |
| that other    |                                                      |
| customers,    |                                                      |
| financial     |                                                      |
| institutions  |                                                      |
| due to the    |                                                      |
| good          |                                                      |
| relationship  |                                                      |
| between the   |                                                      |
| company and   |                                                      |
| the Bank.     |                                                      |
+---------------+------------------------------------------------------+

+---------------+------------------------------------------------------+
| Related       |   Mr. Samart Chiradamrong                            |
| Person        |                                                      |
|               |   Director and Shareholder at 9.20 per cent.         |
| Relationship  |                                                      |
+---------------+------------------------------------------------------+
| 5.            | Loan from director in the form of promissory note on |
|  Transactions | call with interest rate equals to MOR per annum.     |
|               |                                                      |
| Interim       | 8.00 million baht by interest paid amount 0.72       |
|               | million baht.                                        |
| Outstanding   |                                                      |
|               | 0.00 million baht.                                   |
+---------------+------------------------------------------------------+
| The Audit     |                                                      |
| committee has |                                                      |
| already       |                                                      |
| reviewed and  |                                                      |
| validated     |                                                      |
| this          |                                                      |
| transaction,  |                                                      |
| and gave the  |                                                      |
| opinion that  |                                                      |
| there were    |                                                      |
| essence and   |                                                      |
| appropriation |                                                      |
| for making    |                                                      |
| the loan from |                                                      |
| a director,   |                                                      |
| because the   |                                                      |
| company       |                                                      |
| expanded its  |                                                      |
| credit limit. |                                                      |
| The interest  |                                                      |
| rate on that  |                                                      |
| loan is MOR   |                                                      |
| per annum,    |                                                      |
| which is the  |                                                      |
| optimum       |                                                      |
| interest rate |                                                      |
+---------------+------------------------------------------------------+

2.11.1 The essence and appropriation of related transactions

  The essence and appropriation of related transaction are approved for
  gaining the highest benefits to the company. All related transactions
  have to be reviewed for compliance with the company’s operation and
  its characteristic by the Audit committee. Furthermore the fee/return
  for related transactions is paid at a fair price.

2.11.2 Procedures for approval of related transactions.

  The creation of related transaction depends on the essence and
  appropriation which have to be presented to Board of Directors,
  together with Audit committee, for making the judgment. All related
  transactions have to comply with the Public Company Limited Act, and
  which the directors who involvement directly and indirectly with
  advantages/disadvantages of the related transaction, cannot vote.

3.  Policy and potential of related transactions.

  The Board of Directors have to realize the effects of related
  transactions that may cause advantage and disadvantage between the
  company and its related company or persons. The Board of Directors
  tries to avoid related transactions, except when it causes a higher
  profit or being essential.

  For potential related transactions, the company sets the appropriated
  price and conditions that may cause related transaction, according to
  the normal course of business. The Board of Directors has to follow
  that discipline and cannot approve any related transaction which
  causes them benefit but contradicts the company’s benefit. Related
  transactions have to be presented to Board of director to consider
  compliance with the Public Company Limited Act, or any related derived
  from Security Organization which includes presentation and disclosure
  of purchasing and selling assets between related the company or
  persons.

  If there is any related transaction which causes to the company future
  benefits, the Audit committee will give its opinion about its price,
  its return, the essence and appropriation of that related
  transactions. However if the Audit committee is not a specialist in
  that area, the specialist or external auditor will be introduced to
  give an opinion to the Board of Directors or Shareholders when making
  the decision. Furthermore, the company has to disclose its related
  transactions in Notes to the Financial Statement which have to be
  examined by the external auditor.