Evaluation Form of Sufficiency Internal Control System

GROUP LEASE PUBLIC COMPANY Limited

As of February 25^(th) , 2005

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

the sufficiency of internal control system 

Part 1 Organization Control and Environment Measure

Organization Control and Environment Measure means being the good
company structure and its environment will generate the strong root of
efficiency internal control system. So it is necessary to create the
circumstance and any factor to support the operation of internal control
system and make it success. To acknowledge all personnel in organization
to realize the necessary of internal control for example the management
concentrates on honesty and ethics of operating and creates the
appropriation of organization structure. In which includes delegation of
responsibility and clearly written policy and its discipline.

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

1.  Board of Director sets the target and measurement for performance
    for directing the employees’ operation clearly

 Yes  No

There is measurement for credit division once a month and for collection
division four times a month. There is not exact target for back office .

2.  Board of Director reviews the appropriation of target by considering
    its possibility, appropriation of incentive that pursued the
    performance. In which existing incentive does not create fraud (such
    as the distorted figure to make high sale volume)

 Yes  No

. .

. .

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

 Yes  No

Delegation of duties and responsibilities to each department are
identified clearly in organization structure.

. .

4.  Code of conduct, discipline, and its punishment, which prohibit the
    management and employees in any action related to conflict of
    interest to the Company, are set up.

 Yes No

Code of conduct and discipline are written and announced to the
management and employees. .

5.  The Company’s policy and procedure manual of financial, purchasing,
    and other administration operation are written carefully. And that
    procedure also support fraud’s prevention.

 Yes  No

Procedure manual of financial and collecting department are written in
documentary. Administration manual is improving process but Purchasing
process is not written yet. .

6.  The fair treats to competitors are considered for long term interest
    in setting up the Company’s policy.

 Yes  No

. .

. .

Part 2 Risk Management Measure

Risk always exists along the way of business. Risks are created from
both outside and inside factors. Inside factors are dishonest of
management, expanding without good supporting system, or lack of
governance etc. Outside factors are changing in technology or changing
in consumption behavior etc. To survive in the business, the management
needs to do the following lists

1.  To identify risk

2.  To analysis the opportunity and effect of risk

3.  To manage risk

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

2.1 The Company always does risk assessment for any material factor,
which cause that risk

 Yes  No

Risk assessment for both inside and out factor are always done
appropriately. .

.

2.2 The event that cause risk is analyzed appropriately

 Yes  No

The management always update and analyze their information. Manager in
each department also analyze the events. .

2.3 The Company set the procedure to follow up the reason of risk and
set up procedure to minimize that risk

 Yes  No

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

.

2.4 The Company acknowledges the concerned personnel about procedure to
manage the risk.

 Yes  No

Meetings are held to acknowledge the procedure. .

.

2.5 There is any follow up plan for risk management

 Yes  No

All updated information had to be informed management. .

Part 3 Management Control Activities

Management Control Activities are the key to ensure all plans are
responded and followed up by all employees. That plans are:

(1) Limitation of authorization in each level are set appropriately.

(2) There is segregation of duties which cause fraud.

(3) There is appropriation of procedures and activities of main
    shareholders, directors, management, or related partied, which
    prevent interest transfer.

(4) The existing procedures comply with Law and related regulation.

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

1.  There is limitation of authorization in each level (in term of
    money)clearly

 Yes  No

. .

. .

2.  There is clearly segregation of responsibilities into 3 parts as
    following 1) approval 2)recording data both accounting and
    information technology 3) store and maintain assets.

 Yes  No

. .

. .

3.  There is any transaction between the Company and main shareholders,
    directors, management, or related party, the Company provides the
    carefully procedure, in which that transaction has to be approved by
    restrict procedure.

 Yes  No

. .

. .

4.  According to Item 3.3 that approval is done without conflict 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 that transaction made to others
    (on arms’ length basis).

 Yes  No  No that incident

. .

. .

6.  Any long term contract (such as Contract of selling and purchasing
    goods, Loan, and Guarantee contract) which is made with the related
    parties, comply with condition they made (such as pay back as the
    due, reviewing the appropriation of contact, etc.) along the period
    of contract.

 Yes  No  No that incident

. .

. .

7.  According to Item 3.3, such procedure is covering prohibition of
    taking the Company interest to 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

There is no affiliated or subsidiary company. .

.

9.  The Company provides the procedure to review the operation whether
    that operation complies with related law for minimizing the risk of
    operational and the Company fame.

 Yes  No

. .

. .

10. If there is any braking law transaction, the Company provides
    preventive and corrective procedure for that incident.

 Yes  No  No that incident

. .

. .

Part 4 Information and Communication Measure

Carefulness is relevant ingredient in making decision for directors,
management committee, shareholders, or related parties. And making
decision is based on the sufficiency and quality of information
including financial information. Communication of information is the
important factor to drive the efficiency of internal control system.

Quality of information should meet these criteria

(1) Sufficiency to making decision

(2) Completeness and accuracy

(3) Up to date

(4) Understandable

(5) Good filing

    1.  Any subject proposed to Board of Director for making decision is
        completely with sufficiency material information ( such as
        detail, cause and effect, and other choices, etc.)

 Yes  No

Management presents report to Board of Director every times. .

.

2.  Directors will receive the sufficiency information prior meeting
    time at least the lowest period according to law.

 Yes  No

The sufficiency information will be received at lease 7 days prior
meeting. .

.

3.  Director meeting report composes of relevant detail for shareholders
    to evaluate the appropriation of director performance such as there
    is memo of inquiry and suggestion, remarkable, opinion and reason of
    non approval.

 Yes  No

.

.

4.  Recording of accounting information and other records are filed
    completely as index. And there is no mention about poor filing from
    external auditor, if any, it is solved.

 Yes  No

. .

. .

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

 Yes  No

. .

. .

Part 5 Monitoring

To operating with effective and efficiency, the Company should follow up
its planning whether there are consistency of internal control,
procedure, and adjustment for compliance with modern situation including
correction promptly.

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

1.  When there is the specific target, Board of Director will compare
    the performance of management with the target

 Yes  No

. .

. .

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

 Yes  No

. .

. .

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

 Yes  No

. .

. .

4.  Result of testing internal control is reported directly to Board of
    Director or Audit committee to make internal auditors work freely
    and report with truthfulness.

 Yes  No

The Company provides outsource to do internal audit and report directly
to Audit committee. . .

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

 Yes  No

. .

. .

6.  The Company must report the progressive of mistake improvement to
    Board of Director and Audit committee

 Yes  No

. .

. .

7.  The management must report Board of Director as soon as possible
    when fraud is found or any incident or action that conflict to the
    law and it causes materially to the fame of the Company.

 Yes  No

. .

. .

AUDITOR’S REPORT

To the Shareholders of GROUP LEASE PUBLIC COMPANY LIMITED.

I have audited balance sheets of GROUP LEASE PUBLIC COMPANY LIMITED as
at December 31, 2004 and 2003, the related statements of income, changes
in shareholders’ equity and cash flow statements for the years then
ended. These financial statements are 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 audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance as to whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidences 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 statements presentation. I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GROUP LEASE
PUBLIC COMPANY LIMITED as at December 31, 2004 and 2003, the results of
its operations and cash flows for the years then ended, in conformity
with generally accepted accounting principles.

  SAM NAK-NGAN A.M.C. CO., LTD.

  []

  (Miss Susan Eiamvanicha)

  Certified Public Accountant (Thailand) No. 4306

Bangkok,

January 20, 2005

[]

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GROUP LEASE PUBLIC COMPANY LIMITED

NOTES TO FINANCIAL STATEMENTS

As at December 31, 2004 and 2003

1. General Information

The Company was established on May 6, 1986 with a limited company
register number 1517/2529 and registered to transform to a public
company on January 28, 1994 with a public company register number 279.
Its office is at No. 63 Soi 1 Tesabalnimitre Tai Road, Lardyao
Sub-District, Chatujak District, Bangkok, Thailand. The Company’s main
operations relate to providing loans, hire-purchases, leasing and
factoring. The Company’s information relating to employees as at
December 31, 2004 and 2003 are as follows:-

  ----------------------------------------- --------------- --------------
                                            2004            2003

  Number of Employees (Persons)             150             147

  Personnel Expenses (Million Baht)                         

  For the years ended on December 31,       41.51           36.73
  ----------------------------------------- --------------- --------------

2. Basis for Preparation and Presentation of Financial Statements

2.1 The financial statements was 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
Professions 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 of preparation and presentation of
the financial reports.

2.  Preparation of the 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.

3.  The Company prepares its statutory financial statements in Thai
    language in conformity with generally accepted accounting principles
    in Thailand. The accounting principles used may be different from
    generally accepted accounting principles in other countries. For the
    convenience of the readers, the financial statements in English
    version have been prepared by translating from the statutory
    financial statements in Thai version and are issued for the purpose
    of domestic reporting.

4.  Items in the financial statements as at December 31, 2003 have been
    reclassified the Revenue Department Receivable from non-current
    assets to current assets in order to facilitate the comparison with
    those in the financial statements as at December 31, 2004.

3. Significant Accounting Policies

  Significant accounting policies can be summarized as follows:-

  3.1 Revenue and expense recognition

  - Revenue from hire purchase agreements and revenue from installment
  agreements, the Company recognizes interest income from hire purchases
  and installment agreements throughout the agreements’ periods
  according to the Effective Interest Method and ceases to recognize it
  when the debtors have overdue in payment for 2 consecutive installment
  periods.

  - Revenue from financial lease agreements, the Company recognizes the
  revenue in the form of interests throughout the agreements’ periods
  according to the Effective Interest Method and stops recognizing the
  revenue when the debtors have overdue in payment for 2 consecutive
  installment periods.

  - Interest income from factoring contracts and personal loans, the
  Company recognizes the interest throughout the contracts’ periods in
  straight-line method and stops recognizing when the debtors of such
  contracts have overdue in payment for 2 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 principal and
  interest for 4 consecutive months.

  - Other income such as income from penalty from breach of lease
  agreements, income incurred from collecting compensations 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 in the period is calculated by
  weighted average method.

  - Expenses are recorded on accrual basis.

  On April 23, 2004, the Institute of Certified Accountants and Auditors
  of Thailand sent a letter number 111/2547 on the matter relating to
  making allowance for bad and doubtful debts in consumer finance
  business. In this case, the Company applies an accounting policy not
  consistent with method suggested by the said letter 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 is overdue in
    payment more than 3 installments since 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
    5^(th) installment onwards (more than 4 installments) 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 it appropriate for the
    Company’s business operation, since in the past these was an
    indication that debtors with more than 3 installment overdue in
    payment had a chance to become un-earning debts insignificantly. In
    addition, the Company has already made provision for bad and
    doubtful debts based on the chosen method.

  3.2 Allowances for Doubtful Debts

  - For debtors of hire purchase agreements, installments agreements and
  personal loans, an allowance for doubtful debts was made based on the
  announcement of the Bank of Thailand no. Thor. Por. Tor. Sor. Nor.
  Sor. (21) Vor. 453/2545 about assets of no value or not recallable and
  doubtful assets of no value or not recallable by computing from
  debtors in agreements plus accrued income and deducted by deferred
  interest, value-added tax and deposit guarantee for damage (if any).

  - For debtors of financial lease agreements, factoring contracts and
  loan receivables, an allowance for doubtful debts was made by
  considering the debtors expected not to repay and reviewing such
  debtors’ current financial position.

  On April 23, 2004, the Institute of Certified Accountants and Auditors
  of Thailand sent a letter number 111/2547 on the matter relating to
  making allowance for bad and doubtful debts in consumer finance
  business. In this case, the Company applies an accounting policy not
  consistent with method suggested by the said letter as follows:-

  - Allowance for bad and doubtful debts, the Institute gave an opinion
  that a company which operates consumer finance should consider making
  an allowance for bad and doubtful debts at full amounts for the
  remaining balances of debtors who have been overdue in payment for
  more than 3 installments without deducting value of pledged
  securities. The Company, however, chooses to follow the regulation
  issued by Bank of Thailand no. Sor. Nor. Sor. (21) Vor. 32/2546 which
  is appropriate for the Company’s business operation, since in the past
  the Company could persuade most customers with more these 3
  installments overdue to make payment satisfactorily and the Company
  was able to foreclose assets secured by debtors and then sell by
  bidding. In addition, the Company have already made provision for bad
  and doubtful debts based on the chosen method.

  3.3 Cash and cash equivalent items cover saving account deposit and
  current account deposit without guarantee obligation.

  3.4 Investments

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

  - Long-term investment in equity instrument, which is not marketable
  and the Company considers it as general investment, shown 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.

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

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

  - Buildings 20 Years

  - Building improvements and leased area 10 Years

  - Furniture and office equipments 5 Years

  - Computer and equipments 3-5 Years

  - Vehicles 5 Years

  Except from computers and equipments and vehicles that recorded after
  May 31, 1994, depreciation was calculated by sum-of-the-years-digits
  method using 3 – 5 years.

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

  Deferred corporate income tax recorded from 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 income recognition of the
  financial lease agreements and hire purchase agreements.

  3.8 Earnings per share is calculated by dividing the annual net profit
  amount by the weight average number of issued and already paid shares
  over the year.

  3.9 Financial assets and financial liabilities shown in the balance
  sheets consisted of bank deposit investments, trade accounts
  receivable, trade accounts payable and banks, of which related
  accounting policies are separately shown.

4. Inter-Transactions

The Company incurred accounting transactions with a related company,
which is the Company‘s shareholder. The significant remaining
inter-transactions between the Company and the related company are as
follows:

  4.1 Inter-Assets and Liabilities

+-----------------------------+------------+------------+-------------+
|                             |            |            | ( Unit :    |
|                             |            |            | Baht)       |
+-----------------------------+------------+------------+-------------+
|                             |            | As at      |             |
+-----------------------------+------------+------------+-------------+
| Description/Company Name    | Re         | December   | December    |
|                             | lationship | 31,2004    | 31,2003     |
+-----------------------------+------------+------------+-------------+
|   - Long-Term Investment    |            |            |             |
+-----------------------------+------------+------------+-------------+
|   Bank of Ayudhya Public    | Related    | 2,         | 12          |
|   Company Limited           | Company    | 000,000.00 | ,000,000.00 |
+-----------------------------+------------+------------+-------------+
|   - Pledged Fixed Deposit   |            |            |             |
+-----------------------------+------------+------------+-------------+
|   Bank of Ayudhya Public    | Related    | 374,538.34 | 371,770.38  |
|   Company Limited           | Company    |            |             |
+-----------------------------+------------+------------+-------------+
|   - Bank Overdraft          |            |            |             |
+-----------------------------+------------+------------+-------------+
|   Bank of Ayudhya Public    | Related    | 13,        | 16          |
|   Company Limited           | Company    | 874,492.92 | ,098,779.74 |
+-----------------------------+------------+------------+-------------+
|   - Short-Term Loan         |            |            |             |
+-----------------------------+------------+------------+-------------+
|   Bank of Ayudhya Public    | Related    | 405,       | 420         |
|   Company Limited           | Company    | 000,000.00 | ,000,000.00 |
+-----------------------------+------------+------------+-------------+

  4.2 Inter-Revenue and Expenses

+-----------------------------+------------+----------+---+-------------+
|                             |            |          | ( |             |
|                             |            |          | U |             |
|                             |            |          | n |             |
|                             |            |          | i |             |
|                             |            |          | t |             |
|                             |            |          | : |             |
|                             |            |          | B |             |
|                             |            |          | a |             |
|                             |            |          | h |             |
|                             |            |          | t |             |
|                             |            |          | ) |             |
+-----------------------------+------------+----------+---+-------------+
|                             |            | For the  |   |             |
|                             |            | Year     |   |             |
+-----------------------------+------------+----------+---+-------------+
|                             |            | ended on |   |             |
|                             |            | December |   |             |
|                             |            | 31       |   |             |
+-----------------------------+------------+----------+---+-------------+
| Description/Company Name    | Re         | 2004     |   | 2003        |
|                             | lationship |          |   |             |
+-----------------------------+------------+----------+---+-------------+
|   - The Value of Interest   |            |          |   |             |
|   Income                    |            |          |   |             |
+-----------------------------+------------+----------+---+-------------+
|   Bank of Ayudhya Public    | Related    | 9        |   | 9,398.45    |
|   Company Limited           | Company    | 2,712.31 |   |             |
+-----------------------------+------------+----------+---+-------------+
|   - The Value of Dividend   |            |          |   |             |
|   Income                    |            |          |   |             |
+-----------------------------+------------+----------+---+-------------+
|   Bank of Ayudhya Public    | Related    | 23       |   | 1           |
|   Company Limited           | Company    | 0,510.56 |   | ,112,332.10 |
+-----------------------------+------------+----------+---+-------------+
|   - The Value of Interest   |            |          |   |             |
|   Expenses                  |            |          |   |             |
+-----------------------------+------------+----------+---+-------------+
|   Bank of Ayudhya Public    | Related    | 25,89    |   | 36          |
|   Company Limited           | Company    | 5,346.28 |   | ,276,102.64 |
+-----------------------------+------------+----------+---+-------------+

The conditions setting and rate of interest income and interest expenses
are pursuant to market interest rate.

  4.3 Relationship Nature

+---------------------------------+-------------+----------------------+
| Company Name                    | R           | Related by           |
|                                 | elationship |                      |
+---------------------------------+-------------+----------------------+
|   Bank of Ayudhya Public        | Related     | Direct and indirect  |
|   Company Limited               | Company     | holding of share     |
+---------------------------------+-------------+----------------------+

5. Hire-Purchase and Installment Sales Receivables-Net

  Consisted of :

(Unit : Baht)

+-----------------------------------+----------------+---+---------------+
|                                   | As at Dec      |   | As at Dece    |
|                                   | ember 31, 2004 |   | mber 31, 2003 |
+-----------------------------------+----------------+---+---------------+
|   Normal Receivables              |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Hire-Purchase and Installment   | 982,266,261.03 |   | 6             |
|   Sales Receivables               |                |   | 56,690,321.39 |
+-----------------------------------+----------------+---+---------------+
|   Accrued Hire-Purchase and       | 11,971,641.96  |   | 10,048,611.30 |
|   Installments Sales Income       |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Less Unearned Hire-Purchase and | (2             |   | (16           |
|   Installment Income              | 71,625,398.72) |   | 9,971,807.00) |
+-----------------------------------+----------------+---+---------------+
|   Total Normal Receivables        | 722,612,504.27 |   | 4             |
|                                   |                |   | 96,767,125.69 |
+-----------------------------------+----------------+---+---------------+
|   Terminated Contracts            |                |   |               |
|   Receivables                     |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Hire-Purchase and Installment   | 49,425,800.06  |   | 72,106,257.38 |
|   Sales Receivables               |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Accrued Hire-Purchase and       | 4,501,274.53   |   | 6,525,678.12  |
|   Installments Sales Income       |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Less Unearned Hire-Purchase and | (              |   | (1            |
|   Installment Income              | 11,976,297.36) |   | 7,134,864.61) |
+-----------------------------------+----------------+---+---------------+
|   Total Terminated Contracts      | 41,950,777.23  |   | 61,497,070.89 |
|   Receivables                     |                |   |               |
+-----------------------------------+----------------+---+---------------+
|   Less Allowance for Doubtful     | (              |   | (5            |
|   Accounts                        | 38,881,067.97) |   | 0,910,654.28) |
+-----------------------------------+----------------+---+---------------+
|   Hire-Purchase and Installment   | 725,682,213.53 |   | 5             |
|   Sales Receivables-Net           |                |   | 07,353,542.30 |
+-----------------------------------+----------------+---+---------------+

  As at December 31, 2004, the hire-purchase and installment sales
  receivables can be aged and allowance for doubtful accounts is as
  follows :

(Unit : Baht)

+-----------------+------+---+--------------------+---+--------+---+--------+
|                 | Nu   |   | Amount of          |   | All    |   | Perc   |
|                 | mber |   | Receivables and    |   | owance |   | entage |
|                 |      |   | Accrued Income     |   | for    |   | of     |
|                 | of   |   | after Deduction of |   | Do     |   | All    |
|                 |      |   | Unearned Income of |   | ubtful |   | owance |
|                 | C    |   | Hire-Purchase and  |   | Ac     |   | for    |
|                 | ontr |   | Installment Sales, |   | counts |   | Do     |
|                 | acts |   | Value Added Tax    |   |        |   | ubtful |
|                 |      |   | and Guarantee for  |   |        |   | Ac     |
|                 |      |   | Damage             |   |        |   | counts |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Not exceed    | 28   |   | 675,685,848.24     |   | 6,760, |   | 1.00   |
|   one           | ,978 |   |                    |   | 060.28 |   |        |
|   installment   |      |   |                    |   |        |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 2-3  | 2    |   | 42,716,997.08      |   | 854,   |   | 2.00   |
|   installments  | ,170 |   |                    |   | 353.51 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 4-6  | 818  |   | 14,350,944.06      |   | 2,870, |   | 20.00  |
|   installments  |      |   |                    |   | 211.13 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 7-12 | 364  |   | 5,601,200.94       |   | 2,801, |   | 50.00  |
|   installments  |      |   |                    |   | 661.05 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due over | 498  |   | 25,594,782.00      |   | 2      |   | 100.00 |
|   12            |      |   |                    |   | 5,594, |   |        |
|   installments  |      |   |                    |   | 782.00 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
| Total           | 32   |   | 763,949,772.32     |   | 3      |   | 5.09   |
|                 | ,828 |   |                    |   | 8,881, |   |        |
|                 |      |   |                    |   | 067.97 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+

  As at December 31, 2004, the hire-purchase and installment sales
  receivables, which were overdue for the 4^(th) installment (more than
  3 installments) and the Company still recognized the revenue, had the
  amounts of net receivables and accrued income of Baht 6.66 million and
  Baht 0.81 million respectively.

  As at December 31, 2003, the hire-purchase and installment sales
  receivables can be aged and allowance for doubtful accounts is as
  follows:

(Unit : Baht)

+-----------------+------+---+--------------------+---+--------+---+--------+
|                 | Nu   |   | Amount of          |   | All    |   | Perc   |
|                 | mber |   | Receivables and    |   | owance |   | entage |
|                 |      |   | Accrued Income     |   | for    |   | of     |
|                 | of   |   | after Deduction of |   | Do     |   | All    |
|                 |      |   | Unearned Income of |   | ubtful |   | owance |
|                 | C    |   | Hire-Purchase and  |   | Ac     |   | for    |
|                 | ontr |   | Installment Sales, |   | counts |   | Do     |
|                 | acts |   | Value Added Tax    |   |        |   | ubtful |
|                 |      |   | and Guarantee for  |   |        |   | Ac     |
|                 |      |   | Damage             |   |        |   | counts |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Not exceed    | 21   |   | 452,379,773.85     |   | 4,536, |   | 1.00   |
|   one           | ,758 |   |                    |   | 943.86 |   |        |
|   installment   |      |   |                    |   |        |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 2-3  | 1    |   | 34,131,094.63      |   | 682,   |   | 2.00   |
|   installments  | ,705 |   |                    |   | 658.05 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 4-6  | 904  |   | 17,259,474.66      |   | 3,452, |   | 20.00  |
|   installments  |      |   |                    |   | 469.72 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due 7-12 | 735  |   | 15,758,023.06      |   | 7,879, |   | 50.00  |
|   installments  |      |   |                    |   | 341.17 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
|   Past due over | 789  |   | 34,359,241.48      |   | 3      |   | 100.00 |
|   12            |      |   |                    |   | 4,359, |   |        |
|   installments  |      |   |                    |   | 241.48 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+
| Total           | 25   |   | 553,887,607.68     |   | 5      |   | 9.19   |
|                 | ,891 |   |                    |   | 0,910, |   |        |
|                 |      |   |                    |   | 654.28 |   |        |
+-----------------+------+---+--------------------+---+--------+---+--------+

  As at December 31, 2003, the hire-purchase and installment sales
  receivables, which were overdue for the 4^(th) installment (more than
  3 installments) and the Company still recognized the revenue, had the
  amounts of net receivables and accrued income of Baht 7.82 million and
  Baht 0.98 million respectively.

  The Company’s claimant rights on hire-purchase and installment sale
  contracts were pledged for credit facilities, received from a
  commercial bank as detailed in notes to financial statements No. 14.

6. Financial Lease Receivables-Net

  Consisted of :

(Unit : Baht)

+---------------------------------+-----------------+---+---------------+
|                                 | As at De        |   | As at Dece    |
|                                 | cember 31, 2004 |   | mber 31, 2003 |
+---------------------------------+-----------------+---+---------------+
|   Financial Lease Receivables   | -               |   | 5,220,855.82  |
+---------------------------------+-----------------+---+---------------+
|   Less Unrealized Financial     | -               |   | (             |
|   Income                        |                 |   | 1,588,128.49) |
+---------------------------------+-----------------+---+---------------+
|   Allowance for Doubtful        | -               |   | (             |
|   Accounts                      |                 |   | 3,377,472.82) |
+---------------------------------+-----------------+---+---------------+
|   Financial Lease               | -               |   | 255,254.51    |
|   Receivables-Net               |                 |   |               |
+---------------------------------+-----------------+---+---------------+

  As at December 31, 2003, the financial lease receivables can be aged
  and allowance for doubtful accounts is as follows:

(Unit : Baht)

+---------------------+-------+---+-------------+---+---------+---+--------+
|                     | N     |   | Amount of   |   | Al      |   | Perc   |
|                     | umber |   | Receivables |   | lowance |   | entage |
|                     |       |   |             |   | for     |   |        |
|                     | of    |   | and Accrued |   | D       |   | of     |
|                     |       |   | Income      |   | oubtful |   | All    |
|                     | Cont  |   |             |   | A       |   | owance |
|                     | racts |   | after       |   | ccounts |   |        |
|                     |       |   | Deduction   |   |         |   | for    |
|                     |       |   | of          |   |         |   | Do     |
|                     |       |   | Unrealized  |   |         |   | ubtful |
|                     |       |   |             |   |         |   |        |
|                     |       |   | Financial   |   |         |   | Ac     |
|                     |       |   | Income      |   |         |   | counts |
+---------------------+-------+---+-------------+---+---------+---+--------+
| Not yet overdue     | 1     |   | 255,254.14  |   | -       |   | -      |
+---------------------+-------+---+-------------+---+---------+---+--------+
| Past due over 12    | 1     |   | 3           |   | (3,377, |   | 100.00 |
| installments        |       |   | ,377,473.19 |   | 472.82) |   |        |
+---------------------+-------+---+-------------+---+---------+---+--------+
| Total               | 2     |   | 3           |   | (3,377, |   | 92.97  |
|                     |       |   | ,632,727.33 |   | 472.82) |   |        |
+---------------------+-------+---+-------------+---+---------+---+--------+

  The Company’s claimant rights on financial lease agreements were
  pledged for credit facilities received from a commercial bank as
  detailed in notes to financial statements No. 14.

  In 2003, part of debtors of financial lease agreements for the amount
  of Baht 29.59 million were impounded on their properties and auctioned
  off for the amount of Baht 7.57 millions, resulting in a loss from
  disposing such properties for the amount of Baht 22.02 millions.
  Another part of debtors for the amount of Baht 2.45 million was sold
  at the price of Baht 1.87 million to a company, resulting in a loss of
  Baht 0.58 million.

7. Factoring Contract Receivables-Net

  Consisted of:

(Unit : Baht)

+---------------------------------+-----------------+---+----------------+
|                                 | As at De        |   | As at Dec      |
|                                 | cember 31, 2004 |   | ember 31, 2003 |
+---------------------------------+-----------------+---+----------------+
| Factoring Contract Receivables  | 4,894,305.23    |   | 4,894,305.23   |
+---------------------------------+-----------------+---+----------------+
| Accrued Factoring Contract      | 222,934.72      |   | 222,934.72     |
| Income                          |                 |   |                |
+---------------------------------+-----------------+---+----------------+
| Less Allowance for Doubtful     | (5,117,239.95)  |   | (5,117,239.95) |
| Accounts                        |                 |   |                |
+---------------------------------+-----------------+---+----------------+
| Factoring Contract              | -               |   | -              |
| Receivables-Net                 |                 |   |                |
+---------------------------------+-----------------+---+----------------+

  The whole amount of factoring contract receivables as at December 31,
  2004 and 2003, represent debtors that are more than 12 months overdue.
  The Company set up the whole amount as an allowance for doubtful debt
  for such debtors.

  In 2003, part of debtors of factoring contract receivables for the
  amount of Baht 64.65 million were litigated process in the bankruptcy
  court, the litigation cases of such debtors have come to an end. The
  Company auctioned off such debtors to a company, resulting in a loss
  of Baht 64.65 million.

8. Personal Loan Receivables-Net

Consisted of :

(Unit : Baht)

+---------------------------------+-----------------+---+----------------+
|                                 | As at De        |   | As at Dec      |
|                                 | cember 31, 2004 |   | ember 31, 2003 |
+---------------------------------+-----------------+---+----------------+
| Personal Loan Receivables       | 273,938.00      |   | 6,143,371.00   |
+---------------------------------+-----------------+---+----------------+
| Terminated Contracts of         | 219,621.00      |   | 1,863,902.12   |
| Personal Loan Receivables       |                 |   |                |
+---------------------------------+-----------------+---+----------------+
| Add Accrued Personal Loan       | 129,664.88      |   | 529,936.27     |
| Income                          |                 |   |                |
+---------------------------------+-----------------+---+----------------+
| Less Unearned Income            | (209,179.49)    |   | (3,227,209.83) |
+---------------------------------+-----------------+---+----------------+
| หัก Allowance for Doubtful       | (191,221.88)    |   | (686,041.87)   |
| Accounts                        |                 |   |                |
+---------------------------------+-----------------+---+----------------+
| Personal Loan Receivables-Net   | 222,822.51      |   | 4,623,957.69   |
+---------------------------------+-----------------+---+----------------+

As at December 31, 2004 and 2003, the whole amounts covered the credits
granted to the Company’s old customers with the interest rate of 1.00
percent per month plus administration fee at 5.00 percent of the credit
amount, which must not be less than Baht 500.00 per credit.

As at December 31, 2004, personal loan receivables can be aged and
allowance for doubtful accounts is as follows:

(Unit : Baht)

+--------------------+-------+---+---------------+---+--------+---+--------+
|                    | N     |   | Amount of     |   | All    |   | Perc   |
|                    | umber |   | Receivables   |   | owance |   | entage |
|                    |       |   |               |   |        |   |        |
|                    | of    |   | and Accrued   |   | for    |   | of     |
|                    |       |   | Income        |   | Do     |   | All    |
|                    | Cont  |   |               |   | ubtful |   | owance |
|                    | racts |   | after         |   |        |   |        |
|                    |       |   | Deduction of  |   | Ac     |   | for    |
|                    |       |   | Unearned      |   | counts |   | Do     |
|                    |       |   |               |   |        |   | ubtful |
|                    |       |   | Income and    |   |        |   |        |
|                    |       |   | Value Added   |   |        |   | Ac     |
|                    |       |   | Tax           |   |        |   | counts |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Not exceed one     | 12    |   | 15,467.99     |   | 154.66 |   | 1.00   |
| installment        |       |   |               |   |        |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Past due 2-3       | 7     |   | 19,214.56     |   | 384.28 |   | 2.00   |
| installments       |       |   |               |   |        |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Past due 4-6       | 27    |   | 132,749.76    |   | 26,    |   | 20.00  |
| installments       |       |   |               |   | 550.01 |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Past due 7-12      | 17    |   | 164,958.30    |   | 82,    |   | 50.00  |
| installments       |       |   |               |   | 479.15 |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Past due over 12   | 6     |   | 81,653.78     |   | 81,    |   | 100.00 |
| installments       |       |   |               |   | 653.78 |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+
| Total              | 69    |   | 414,044.39    |   | 191,   |   | 46.18  |
|                    |       |   |               |   | 221.88 |   |        |
+--------------------+-------+---+---------------+---+--------+---+--------+

  As at December 31, 2004, personal loan receivables, which were overdue
  for the 4^(th) installment (more than 3 installments) and the Company
  still recognized the revenue, had the total balance and accrued income
  at the amount of Baht 0.04 million and Baht 0.02 million respectively.

  As at December 31, 2003, personal loan receivables can be aged and
  allowance for doubtful accounts is as follows:

(Unit : Baht)

+---------------------+-------+---+---------------+---+-------+---+--------+
|                     | N     |   | Amount of     |   | Allo  |   | Perc   |
|                     | umber |   | Receivables   |   | wance |   | entage |
|                     |       |   |               |   |       |   |        |
|                     | of    |   | and Accrued   |   | for   |   | of     |
|                     |       |   | Income        |   | Dou   |   | All    |
|                     | Cont  |   |               |   | btful |   | owance |
|                     | racts |   | after         |   |       |   |        |
|                     |       |   | Deduction of  |   | Acc   |   | for    |
|                     |       |   | Unearned      |   | ounts |   | Do     |
|                     |       |   |               |   |       |   | ubtful |
|                     |       |   | Income and    |   |       |   |        |
|                     |       |   | Value Added   |   |       |   | Ac     |
|                     |       |   | Tax           |   |       |   | counts |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Not exceed one      | 412   |   | 2,903,021.09  |   | 29,0  |   | 1.00   |
| installment         |       |   |               |   | 44.58 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Past due 2-3        | 70    |   | 596,020.64    |   | 11,9  |   | 2.00   |
| installments        |       |   |               |   | 20.38 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Past due 4-6        | 82    |   | 974,562.51    |   | 194,9 |   | 20.00  |
| installments        |       |   |               |   | 12.43 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Past due 7-12       | 48    |   | 772,461.72    |   | 386,2 |   | 50.00  |
| installments        |       |   |               |   | 30.88 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Past due over 12    | 3     |   | 63,933.60     |   | 63,9  |   | 100.00 |
| installments        |       |   |               |   | 33.60 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+
| Total               | 615   |   | 5,309,999.56  |   | 686,0 |   | 12.92  |
|                     |       |   |               |   | 41.87 |   |        |
+---------------------+-------+---+---------------+---+-------+---+--------+

  As at December 31, 2003, personal loan receivables, which were overdue
  for the 4^(th) installment (more than 3 installments) and the Company
  still recognized the revenue, had the total balance and accrued income
  at the amount of Baht 0.32 million and Baht 0.06 million respectively.

9. Loans-Net

  Consisted of:

(Unit : Baht)

+-------------------------------------+--------------+---+---------------+
|                                     | As at Decem  |   | As at Dece    |
|                                     | ber 31, 2004 |   | mber 31, 2003 |
+-------------------------------------+--------------+---+---------------+
|   Promissory Notes                  | 1            |   | 15,213,605.37 |
|                                     | 5,127,454.81 |   |               |
+-------------------------------------+--------------+---+---------------+
|   Less Allowance for Doubtful       | (15          |   | (1            |
|   Accounts                          | ,127,454.81) |   | 5,213,605.37) |
+-------------------------------------+--------------+---+---------------+
|   Loans-Net                         | -            |   | -             |
+-------------------------------------+--------------+---+---------------+

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

  In 2003, loan receivables in the form of promissory notes and accrued
  interest receivable for the amount of Baht 60.45 millions were sold at
  the price of Baht 53.00 millions to a company, resulting in a loss of
  Baht 7.45 million. Another part at the amount of Baht 6.94 million,
  which was in the litigation process, has already repaid in full.

10. Accounts Receivable and Loans to Employees

  As at December 31, 2004 and 2003, the whole amount of accounts
  receivable and loans to employees are loans made for vehicle and house
  purchases, which were pledged as collaterals and bearing interest at
  the rate of 6.00% - 7.00% per annum.

11. Long-Term Investments

  Consisted of:

(Unit : Baht)

+------------------------------------------+------------+---+------------+
|                                          | As         |   | As         |
|                                          | at Decembe |   | at Decembe |
|                                          | r 31, 2004 |   | r 31, 2003 |
+------------------------------------------+------------+---+------------+
|   Mutual Fund consisted of Preferred     | -          |   | 10,        |
|   Shares-Subordinated Debentures         |            |   | 000,000.00 |
+------------------------------------------+------------+---+------------+
|   Debt Instrument which will be held     | 2,         |   | 2,         |
|   until maturity-Subordinated Debentures | 000,000.00 |   | 000,000.00 |
+------------------------------------------+------------+---+------------+
|   Total Long-Term Investment             | 2,         |   | 12,        |
|                                          | 000,000.00 |   | 000,000.00 |
+------------------------------------------+------------+---+------------+

  As at December 31, 2004 and 2003, both investments in debt instrument,
  which will be held until maturity and in mutual fund, are made with a
  commercial bank. On March 17, 2004, the Company already redeemed the
  whole amount of such mutual fund.

  In 2003, the Company auctioned off the investments in debt instrument
  that would be matured within 1 year in the form of net debentures and
  in marketable equity securities at the amount of Baht 17.48 million
  and Baht 0.63 million respectively to a company, resulting in a loss
  of Baht 17.48 million and Baht 0.63 million respectively.

12. Property, Plant and Equipment-Net

  Consisted of:

(Unit : Baht)

[TABLE]

  The Company used the whole of land including its construction to
  pledge as collateral to secure loans as detailed in notes to financial
  statements No. 14.

  As at December 31, 2004 and 2003, plant and equipment at cost value of
  Baht 33.41 million and Baht 33.31 million respectively were fully
  depreciated but still in use.

13. Deferred Income Tax and Corporate Income Tax

  Consisted of:

(Unit : Baht)

+---------------------------------------------+----------+---+----------+
|                                             | As at    |   |          |
|                                             | December |   |          |
|                                             | 31,      |   |          |
+---------------------------------------------+----------+---+----------+
|                                             | 2004     |   | 2003     |
+---------------------------------------------+----------+---+----------+
| 13.1 Deferred Income Tax Asset              |          |   |          |
+---------------------------------------------+----------+---+----------+
|   Revenue from Leasing                      | -        |   | (1,152   |
|                                             |          |   | ,042.12) |
+---------------------------------------------+----------+---+----------+
|   Allowance for Doubtful Accounts           | 17,97    |   | 22,59    |
|                                             | 7,148.42 |   | 1,504.29 |
+---------------------------------------------+----------+---+----------+
|   Tax Deductible Accumulated Loss           | -        |   | 18,87    |
|                                             |          |   | 7,843.69 |
+---------------------------------------------+----------+---+----------+
|   Allowance for Diminution in Value of      | 51       |   | 38       |
|   Foreclosed Property                       | 4,158.22 |   | 9,340.61 |
+---------------------------------------------+----------+---+----------+
|   Total                                     | 18,49    |   | 40,70    |
|                                             | 1,306.64 |   | 6,646.47 |
+---------------------------------------------+----------+---+----------+

+----------------------------------------------+----------+---+----------+
|                                              | For the  |   |          |
|                                              | Year     |   |          |
|                                              |          |   |          |
|                                              | ended on |   |          |
|                                              | December |   |          |
|                                              | 31,      |   |          |
+----------------------------------------------+----------+---+----------+
|                                              | 2004     |   | 2003     |
+----------------------------------------------+----------+---+----------+
| 13.2 Main Components of Corporate Income Tax |          |   |          |
| Expense (Revenue)                            |          |   |          |
+----------------------------------------------+----------+---+----------+
|   Profit before Corporate Income Tax         | 78,35    |   | 70,73    |
|                                              | 7,013.68 |   | 2,591.86 |
+----------------------------------------------+----------+---+----------+
|   Entries Adjusted to Arrive at Taxable      |          |   |          |
|   Profit                                     |          |   |          |
+----------------------------------------------+----------+---+----------+
|   Expenses - not Tax Deductible              | 6,56     |   | 7,46     |
|                                              | 9,475.16 |   | 9,809.01 |
+----------------------------------------------+----------+---+----------+
|   Tax Privileged Revenue and Expenses        | (120     |   | (567     |
|                                              | ,573.19) |   | ,003.05) |
+----------------------------------------------+----------+---+----------+
|   Expenses (Reversal) - Tax Deductible       | (13,130  |   | (141,031 |
|                                              | ,017.14) |   | ,268.29) |
+----------------------------------------------+----------+---+----------+
|   Revenue (Reversal) - Tax Deductible        | 2,00     |   | 46       |
|                                              | 5,333.96 |   | 9,724.82 |
+----------------------------------------------+----------+---+----------+
|   Taxable profit (loss)                      | 73,68    |   | (62,926  |
|                                              | 1,232.47 |   | ,145.65) |
+----------------------------------------------+----------+---+----------+
|   Payable (Receivable) Corporate Income Tax  | (22,104  |   | 18,87    |
|                                              | ,369.74) |   | 7,843.69 |
+----------------------------------------------+----------+---+----------+
|   Deferred Corporate Income Tax from         | (3,337   |   | (42,168  |
|   Temporary Differences and Reversals        | ,405.02) |   | ,463.03) |
+----------------------------------------------+----------+---+----------+
|   Corporate Income Tax Expenses (Revenues)   | (25,441  |   | (23,290  |
|                                              | ,774.76) |   | ,619.35) |
+----------------------------------------------+----------+---+----------+

+---------------------------------------------+----------+---+----------+
|   Reconciliations of Corporate Income Tax   |          |   |          |
|   Expenses (Revenue) with Total Tax Amount  |          |   |          |
+---------------------------------------------+----------+---+----------+
|   Calculated from Accounting Profit are as  |          |   |          |
|   follows: -                                |          |   |          |
+---------------------------------------------+----------+---+----------+
|   Profit before Corporate Income Tax        | 78,35    |   | 70,73    |
|                                             | 7,013.68 |   | 2,591.86 |
+---------------------------------------------+----------+---+----------+
|   Corporate Income Tax Calculated at the    | (23,507  |   | (21,219  |
|   Rate of 30.00%                            | ,104.17) |   | ,777.56) |
+---------------------------------------------+----------+---+----------+
|   Tax Impact of Expenses Unable to be       | (1,970   |   | (2,240   |
|   Classified as Taxable Expenses            | ,842.55) |   | ,942.70) |
+---------------------------------------------+----------+---+----------+
|   Tax Impact of Tax Privileged Revenue and  | 3        |   | 17       |
|   Expenses                                  | 6,171.96 |   | 0,100.92 |
+---------------------------------------------+----------+---+----------+
|   Corporate Income Tax Expense (Revenue)    | (25,441  |   | (23,290  |
|                                             | ,774.76) |   | ,619.35) |
+---------------------------------------------+----------+---+----------+

14. Credit Facilities and Guarantees

  Credit facilities in the form of bank overdraft, bank loan,
  acceptances and ovals of bills were pledged by the Company’s claimant
  rights on hire-purchase, installment sales contracts and financial
  lease contracts. The Company also gave 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, 2004 and 2003, the bank loan in amount of Baht
  405.00 million and Baht 420.00 million respectively were loans in the
  form of promissory notes payable on demand and carrying the interest
  rate at MOR per annum.

15. Share Capital and Premium on Share Capital

  In accordance with the minutes of the general shareholders’ annual
  general meeting for year 2004 held on February 23, 2004, it was
  resolved that the Company increase its registered share capital from
  the former amount of Baht 100.00 million to registered share capital
  of Baht 225.00 million by issuance of 12.50 million shares at par
  value of Baht 10.00 per share in amount of Baht 125.00 million. The
  Company received increased share subscription numbering 7.50 million
  shares amounting to Baht 75.00 million which had premium on share
  capital from increased share subscription numbering 2.00 million
  shares at more than par value of Baht 4.00 per share in amount of Baht
  8.00 million. The Company registered the increased share capital with
  the Ministry of Commerce on March 9, 2004.

  In accordance with the minutes of the extraordinary shareholders’
  meeting No. 1/2004 held on March 22, 2004, it was resolved for the
  Company to split its ordinary shares from 1 former ordinary share to 2
  new shares and change par value of ordinary shares accordingly from
  the former 22.50 million ordinary shares, par value of Baht 10.00 per
  share totaling Baht 225.00 million to 45.00 million ordinary shares,
  par value of Baht 5.00 per share totaling Baht 225.00 million. Thus
  the share capital of already issued and fully paid ordinary shares
  from the former share capital numbering 17.50 million ordinary shares,
  par value of Baht 10.00 per share totaling Baht 175.00 million would
  be changed to 35.00 million ordinary shares, par value of Baht 5.00
  per share totaling Baht 175.00 million. The Company already registered
  the changed number of shares and par value with the Ministry of
  Commerce on April 2, 2004 and the Company would offer 10.00 million
  shares for subscription to the general public.

  On October 6, 2004, the Company received payments from capital
  increase, which were sold to the general public for 10.00 million
  shares, totaling of Baht 120.00 million. The premium on the capital
  increase of 10.00 million shares, which were sold at more than par
  value of Baht 7.00, was totalled to Baht 70.00 million. The Company
  registered its increased capital at the Ministry of Commerce on
  October 7, 2004.

16. Legal Reserve

  Under the Public Company Limited Act. B.E. 2535, the Company has to
  appropriate a part of net annual profit for legal reserve fund of no
  less than 5.00% of net annual profit less any accumulated loss (if
  any) until the reserve fund holds no less than 10.00% 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.

17. Commission Expenses

  The whole amount is a compensation for the organizer, who operated to
  dispose the debtors of loan, in the form of promissory notes with
  accrued interest and debtors of financial lease at the amount of Baht
  60.45 million and Baht 2.45 million respectively so that the Company
  could enter into an agreement with the buyers of such assets at the
  price no less than Baht 50.00 million.

18. Dividends Payment

  In accordance with the minutes of the shareholders’ annual general
  meeting for year 2004 held on February 23, 2004, it was resolved that
  the Company would pay dividends from the operating result of year 2003
  to the Company’s shareholders at Baht 6.20 per share in amount of Baht
  62.00 million (Year 2003 : Baht 10.00 million) and need not
  appropriate to legal reserve for the year 2003, because this reserve
  fund already holds no less than 10.00% of the Company’s authorized
  share capital.

19. Employee Provident Fund

  The Company established an employee provident fund in accordance to
  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 to its
  regulation. The fund is managed by appointed external manager.
  Contribution made by the Company is treated an expense item in the
  income statement.

20. Contingent Liability and Obligation

  As at December 31, 2004 and 2003, the Company has the contingent
  liability and obligation as follows:

(Unit : Baht)

+---------------------------------+-----------------+---+----------------+
|                                 | As at De        |   | As at Dec      |
|                                 | cember 31, 2004 |   | ember 31, 2003 |
+---------------------------------+-----------------+---+----------------+
|   - Letter of Guarantee         | 218,000.00      |   | 218,000.00     |
+---------------------------------+-----------------+---+----------------+

21. Financial Instruments

  The Company has 3 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,
  financial lease receivables, factoring contract receivables, debtors,
  personal loans and loans. 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 Rate

  Risk on interest rate is derived from the fluctuation of interest rate
  in the future, because 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 due within 1 year.

  - Risk on Foreign Exchange Rates

  The Company has no risk from 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 closed to approximate fair values, since
  these financial assets and liabilities are short-term and bearing
  interest rate closed to 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 a 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 reflected in these financial statements are those
  involved in such business sector and such geographical location only.

_____________________________

Confirmation for accuracy and completeness of audit fee

Year ended December 31, 2004

Audit fee

Item No. Company Auditor’s name Audit fee

1 Group Lease Public Co., Ltd Miss Susan Eiamvanicha 235,000.00

Total Audit Fee 235,000.00

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.

[]

  …………………………………………………….

  (Miss Susan Eiamvanicha)

  SAM NAK-NGAN A.M.C. CO., LTD

  Auditor of Group Lease Public Co., Ltd