10. Related Transactions

+------+-----+----------+----------------+-----+-----+-------------+
| Per  | Com | Rela     | Transactions   | Tra | Tra | Necessity/  |
| sons | pan | tionship |                | nsa | nsa | Remarks     |
| who  | ies |          |                | cti | cti |             |
| may  | w   |          |                | ons | ons |             |
| have | ith |          |                | Va  | Va  |             |
| conf | r   |          |                | lue | lue |             |
| lict | ela |          |                | dur | dur |             |
| of   | ted |          |                | ing | ing |             |
| inte | tra |          |                | fis | fis |             |
| rest | nsa |          |                | cal | cal |             |
|      | cti |          |                | y   | y   |             |
|      | ons |          |                | ear | ear |             |
|      |     |          |                | 2   | 2   |             |
|      |     |          |                | 007 | 008 |             |
|      |     |          |                |     |     |             |
|      |     |          |                | (   | (   |             |
|      |     |          |                | MB) | MB) |             |
+======+=====+==========+================+=====+=====+=============+
| Nuvo | The | -   Nuvo | -   Revenue    | -   | -   | This        |
| Line | C   |     Line |     from       |     |     | transaction |
| Ag   | omp |          |     design fee |     |     | was         |
| ency | any |   Agency |                |     |     | transacted  |
| Co., |     |     Co., | -   The        |     |     | with        |
| Ltd. |     |     Ltd. |     Company is |     |     | general     |
|      |     |     is a |     the        |     |     | trading     |
|      |     |     su   |     contractor |     |     | conditions  |
|      |     | bsidiary |     under the  |     |     | since       |
|      |     |     of   |                |     |     | February    |
|      |     |          |   Construction |     |     | 2008,       |
|      |     |  Bangkok |     Design     |     |     | before      |
|      |     |     Mass |     Contract   |     |     | Bangkok     |
|      |     |          |     having the |     |     | Mass        |
|      |     |  Transit |     total      |     |     | Transit     |
|      |     |          |     contract   |     |     | System Pcl. |
|      |     |   System |     sum of     |     |     | acquired    |
|      |     |     Pcl. |     Baht 72    |     |     | shares in   |
|      |     |          |     million.   |     |     | Nuvo Line   |
|      |     | -   Mr.  |     As at the  |     |     | Agency Co., |
|      |     |          |     end of     |     |     | Ltd. in     |
|      |     |   Keeree |     fiscal     |     |     | December    |
|      |     |     Ka   |     year 2008, |     |     | 2008 and    |
|      |     | njanapas |     the        |     |     | caused Nuvo |
|      |     |     is   |     Company    |     |     | Line Agency |
|      |     |     the  |     received   |     |     | Co., Ltd. a |
|      |     |     E    |     the        |     |     | person who  |
|      |     | xecutive |     advance    |     |     | may have    |
|      |     |          |     payment of |     |     | conflict of |
|      |     | Chairman |     Baht 15.50 |     |     | interest    |
|      |     |     of   |     million    |     |     | with the    |
|      |     |          |     from the   |     |     | Company.    |
|      |     |  Bangkok |     employer.  |     |     |             |
|      |     |     Mass |                |     |     |             |
|      |     |          |                |     |     |             |
|      |     |  Transit |                |     |     |             |
|      |     |          |                |     |     |             |
|      |     |   System |                |     |     |             |
|      |     |     Pcl. |                |     |     |             |
+------+-----+----------+----------------+-----+-----+-------------+
| Uni  |     | -   Uni  | -   Revenue    | -   | 10  | This        |
| Hol  | The |          |     from       |     | 7.2 | transaction |
| ding |   C |  Holding |     design and |     |     | was         |
| Co., | omp |     Co., |                |     |     | transacted  |
| Ltd. | any |     Ltd. |   construction |     |     | with        |
|      |     |     is a |     fee        |     |     | general     |
|      |     |     su   |                |     |     | trading     |
|      |     | bsidiary | -   The        |     |     | conditions  |
|      |     |     of   |     Company is |     |     | since       |
|      |     |          |     the        |     |     | August      |
|      |     |  Bangkok |     contractor |     |     | 2008,       |
|      |     |     Mass |     under the  |     |     | before      |
|      |     |          |     Design and |     |     | Bangkok     |
|      |     |  Transit |     Build      |     |     | Mass        |
|      |     |          |     Contract   |     |     | Transit     |
|      |     |   System |     (Turnkey   |     |     | System Pcl. |
|      |     |     Pcl. |     basis)     |     |     | acquired    |
|      |     |          |     having the |     |     | shares in   |
|      |     | -   Mr.  |     total      |     |     | Uni Holding |
|      |     |          |     contract   |     |     | Co., Ltd.   |
|      |     |   Keeree |     sum of     |     |     | in May 2009 |
|      |     |     Ka   |     Baht 2,200 |     |     | and caused  |
|      |     | njanapas |     million.   |     |     | Uni Holding |
|      |     |     is   |     As at the  |     |     | Co., Ltd. a |
|      |     |     the  |     end of     |     |     | person who  |
|      |     |     E    |     fiscal     |     |     | may have    |
|      |     | xecutive |     year 2008, |     |     | conflict of |
|      |     |          |     there were |     |     | interest    |
|      |     | Chairman |     items      |     |     | with the    |
|      |     |     of   |     recorded   |     |     | Company.    |
|      |     |          |     in the     |     |     |             |
|      |     |  Bangkok |     account as |     |     |             |
|      |     |     Mass |     follows:   |     |     |             |
|      |     |          |                |     |     |             |
|      |     |  Transit | Trade Account  |     |     |             |
|      |     |          | Receivables    |     |     |             |
|      |     |   System | Baht 44.44     |     |     |             |
|      |     |     Pcl. | million        |     |     |             |
|      |     |          |                |     |     |             |
|      |     |          | Unbilled       |     |     |             |
|      |     |          | Receivables    |     |     |             |
|      |     |          | Baht 65.04     |     |     |             |
|      |     |          | million        |     |     |             |
|      |     |          |                |     |     |             |
|      |     |          | Advance        |     |     |             |
|      |     |          | Receivable     |     |     |             |
|      |     |          | Baht 57.85     |     |     |             |
|      |     |          | million        |     |     |             |
|      |     |          |                |     |     |             |
|      |     |          | from employer  |     |     |             |
+------+-----+----------+----------------+-----+-----+-------------+

Related transactions with outstanding debts which occurred long in the
past and the Company has evaluated that the debtors are not capable of
servicing debts in full and the Company is in the process of debt
service demand. However, the Company has already made allowance for
doubtful debt sufficient for the expected losses.

+-----+------------+--------------+--------+-------+-------+--------+
| P   | Companies  | Description  |        |       |       |        |
| ers | with       | of each      |        |       |       |        |
| ons | related    | transaction  |        |       |       |        |
| who | tr         |              |        |       |       |        |
| may | ansactions |              |        |       |       |        |
| h   |            |              |        |       |       |        |
| ave |            |              |        |       |       |        |
| co  |            |              |        |       |       |        |
| nfl |            |              |        |       |       |        |
| ict |            |              |        |       |       |        |
| of  |            |              |        |       |       |        |
| in  |            |              |        |       |       |        |
| ter |            |              |        |       |       |        |
| est |            |              |        |       |       |        |
+=====+============+==============+========+=======+=======+========+
|     |            | Transactions | The    | Addit | Net   | The    |
|     |            |              | net    | ional | Int   | net    |
|     |            |              | amount | loan/ | erest | amount |
|     |            |              | as at  |       | from  | as at  |
|     |            |              | the    | (     | the   | the    |
|     |            |              | end of | repay | allo  | end of |
|     |            |              | fiscal | ment) | wance | fiscal |
|     |            |              | year   |       | for   | year   |
|     |            |              | 2007   | (MB)  | dou   | 2008   |
|     |            |              | after  |       | btful | after  |
|     |            |              | the    |       | debt  | the    |
|     |            |              | ded    |       | (MB)  | ded    |
|     |            |              | uction |       |       | uction |
|     |            |              | of the |       |       | of the |
|     |            |              | all    |       |       | all    |
|     |            |              | owance |       |       | owance |
|     |            |              | for    |       |       | for    |
|     |            |              |        |       |       |        |
|     |            |              | do     |       |       | do     |
|     |            |              | ubtful |       |       | ubtful |
|     |            |              | debt   |       |       | debt   |
|     |            |              | (MB)   |       |       | (MB)   |
+-----+------------+--------------+--------+-------+-------+--------+
| EGV | -   Mr.    | -   Long     | -      | -     | -     | -      |
| C   |     Keeree |     time     |        |       |       |        |
| o., |            |     ago, the |        |       |       |        |
| L   | Kanjanapas |     Company  |        |       |       |        |
| td. |     is a   |     provided |        |       |       |        |
|     |            |     loan to  |        |       |       |        |
|     |   director |     EGV Co., |        |       |       |        |
|     |     and    |     Ltd. and |        |       |       |        |
|     |     major  |     EGV Co., |        |       |       |        |
|     |     s      |     Ltd.     |        |       |       |        |
|     | hareholder |     used     |        |       |       |        |
|     |     in EGV |     such     |        |       |       |        |
|     |     Co.,   |     loan to  |        |       |       |        |
|     |     Ltd.   |     purchase |        |       |       |        |
|     |            |     shares   |        |       |       |        |
|     |            |     in ITV   |        |       |       |        |
|     |            |     Pcl. and |        |       |       |        |
|     |            |     pledged  |        |       |       |        |
|     |            |     these    |        |       |       |        |
|     |            |     shares   |        |       |       |        |
|     |            |     as       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |   collateral |        |       |       |        |
|     |            |     to the   |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    Company’s |        |       |       |        |
|     |            |     debt.    |        |       |       |        |
|     |            |     This     |        |       |       |        |
|     |            |     creditor |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    submitted |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  application |        |       |       |        |
|     |            |     for debt |        |       |       |        |
|     |            |     payment  |        |       |       |        |
|     |            |     under    |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    Company’s |        |       |       |        |
|     |            |     business |        |       |       |        |
|     |            |     re       |        |       |       |        |
|     |            | habilitation |        |       |       |        |
|     |            |     plan and |        |       |       |        |
|     |            |     now is   |        |       |       |        |
|     |            |     pending  |        |       |       |        |
|     |            |     for the  |        |       |       |        |
|     |            |     hearing  |        |       |       |        |
|     |            |     of the   |        |       |       |        |
|     |            |     final    |        |       |       |        |
|     |            |     order of |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |     Central  |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |   Bankruptcy |        |       |       |        |
|     |            |     Court.   |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            | -   As at    |        |       |       |        |
|     |            |     the end  |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |     fiscal   |        |       |       |        |
|     |            |     year     |        |       |       |        |
|     |            |     2008,    |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  outstanding |        |       |       |        |
|     |            |     debt     |        |       |       |        |
|     |            |     before   |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    deduction |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    allowance |        |       |       |        |
|     |            |     for      |        |       |       |        |
|     |            |     doubtful |        |       |       |        |
|     |            |     debt was |        |       |       |        |
|     |            |     Baht     |        |       |       |        |
|     |            |     10.69    |        |       |       |        |
|     |            |     million, |        |       |       |        |
|     |            |     leaving  |        |       |       |        |
|     |            |     the net  |        |       |       |        |
|     |            |     book     |        |       |       |        |
|     |            |     value of |        |       |       |        |
|     |            |     Baht 0.  |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+
| Sa  | -          | -   Long     | 4.57   | (     | -     | 4.57   |
| rab |   Saraburi |     time     |        | 0.46) |       |        |
| uri |            |     ago, the |        |       |       |        |
| Pr  |   Property |     Company  |        |       |       |        |
| ope |     Co.,   |     provided |        |       |       |        |
| rty |     Ltd.   |     loan to  |        |       |       |        |
| C   |     is an  |     Saraburi |        |       |       |        |
| o., |            |     Property |        |       |       |        |
| L   |  affiliate |     Co.,     |        |       |       |        |
| td. |     of the |     Ltd.     |        |       |       |        |
|     |            |     with the |        |       |       |        |
|     |   Company. |     interest |        |       |       |        |
|     |            |     at the   |        |       |       |        |
|     | -   Mr.    |     same     |        |       |       |        |
|     |     Keeree |     rate     |        |       |       |        |
|     |            |     that     |        |       |       |        |
|     | Kanjanapas |     such     |        |       |       |        |
|     |     is a   |     loan was |        |       |       |        |
|     |            |     lent.    |        |       |       |        |
|     |   director |     Saraburi |        |       |       |        |
|     |     and    |     Property |        |       |       |        |
|     |     major  |     Co.,     |        |       |       |        |
|     |     s      |     Ltd.     |        |       |       |        |
|     | hareholder |     used     |        |       |       |        |
|     |     in     |     such     |        |       |       |        |
|     |            |     loan to  |        |       |       |        |
|     |   Saraburi |     purchase |        |       |       |        |
|     |            |     the land |        |       |       |        |
|     |   Property |     and      |        |       |       |        |
|     |     Co.,   |              |        |       |       |        |
|     |     Ltd.   |    mortgaged |        |       |       |        |
|     |            |     such     |        |       |       |        |
|     |            |     land as  |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |   collateral |        |       |       |        |
|     |            |     of the   |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    Company’s |        |       |       |        |
|     |            |     debt.    |        |       |       |        |
|     |            |     Later,   |        |       |       |        |
|     |            |     such     |        |       |       |        |
|     |            |     land was |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  transferred |        |       |       |        |
|     |            |     as debt  |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    repayment |        |       |       |        |
|     |            |     to the   |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    Company’s |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |   creditors, |        |       |       |        |
|     |            |     both     |        |       |       |        |
|     |            |     prior to |        |       |       |        |
|     |            |     and in   |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |   accordance |        |       |       |        |
|     |            |     with the |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    Company’s |        |       |       |        |
|     |            |     business |        |       |       |        |
|     |            |     re       |        |       |       |        |
|     |            | habilitation |        |       |       |        |
|     |            |     plan. As |        |       |       |        |
|     |            |     at the   |        |       |       |        |
|     |            |     end of   |        |       |       |        |
|     |            |     fiscal   |        |       |       |        |
|     |            |     year     |        |       |       |        |
|     |            |     2008,    |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  outstanding |        |       |       |        |
|     |            |     debt     |        |       |       |        |
|     |            |     before   |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    deduction |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    allowance |        |       |       |        |
|     |            |     for      |        |       |       |        |
|     |            |     doubtful |        |       |       |        |
|     |            |     debt was |        |       |       |        |
|     |            |     Baht     |        |       |       |        |
|     |            |     491.66   |        |       |       |        |
|     |            |     million, |        |       |       |        |
|     |            |     leaving  |        |       |       |        |
|     |            |     the net  |        |       |       |        |
|     |            |     book     |        |       |       |        |
|     |            |     value of |        |       |       |        |
|     |            |     Baht     |        |       |       |        |
|     |            |     4.57     |        |       |       |        |
|     |            |     million. |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+
| Hwa | -   Hwa    | -   Long     | -      | -     | -     | -      |
| Kay |     Kay    |     time     |        |       |       |        |
| T   |     Thai   |     ago,     |        |       |       |        |
| hai |            |              |        |       |       |        |
| (   | (Thailand) |   Muangthong |        |       |       |        |
| Tha |     Co.,   |     Assets   |        |       |       |        |
| ila |     Ltd.   |     Co.,     |        |       |       |        |
| nd) |     was    |     Ltd. and |        |       |       |        |
| C   |            |     Muang    |        |       |       |        |
| o., |   formerly |     Thong    |        |       |       |        |
| L   |     a      |     Lakeside |        |       |       |        |
| td. |            |              |        |       |       |        |
|     | subsidiary |   Restaurant |        |       |       |        |
|     |     of the |     Co.,     |        |       |       |        |
|     |            |     Ltd.,    |        |       |       |        |
|     |   Company. |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     | -   A      | subsidiaries |        |       |       |        |
|     |     close  |     of the   |        |       |       |        |
|     |            |     Company, |        |       |       |        |
|     |   relative |     provided |        |       |       |        |
|     |     of Mr. |     loan to  |        |       |       |        |
|     |     Keeree |     Hwa Kay  |        |       |       |        |
|     |            |     Thai     |        |       |       |        |
|     | Kanjanapas |              |        |       |       |        |
|     |     is a   |   (Thailand) |        |       |       |        |
|     |            |     Co.,     |        |       |       |        |
|     |   director |     Ltd. As  |        |       |       |        |
|     |     in Hwa |     at the   |        |       |       |        |
|     |     Kay    |     end of   |        |       |       |        |
|     |     Thai   |     fiscal   |        |       |       |        |
|     |            |     year     |        |       |       |        |
|     | (Thailand) |     2008,    |        |       |       |        |
|     |     Co.,   |     the      |        |       |       |        |
|     |     Ltd.   |              |        |       |       |        |
|     |            |  outstanding |        |       |       |        |
|     |            |     debt     |        |       |       |        |
|     |            |     before   |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    deduction |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    allowance |        |       |       |        |
|     |            |     for      |        |       |       |        |
|     |            |     doubtful |        |       |       |        |
|     |            |     debt,    |        |       |       |        |
|     |            |     was Baht |        |       |       |        |
|     |            |     14.58    |        |       |       |        |
|     |            |     million, |        |       |       |        |
|     |            |     and Baht |        |       |       |        |
|     |            |     37.60    |        |       |       |        |
|     |            |     million  |        |       |       |        |
|     |            |     r        |        |       |       |        |
|     |            | espectively, |        |       |       |        |
|     |            |     leaving  |        |       |       |        |
|     |            |     the net  |        |       |       |        |
|     |            |     book     |        |       |       |        |
|     |            |     value of |        |       |       |        |
|     |            |     Baht 0.  |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+

+-----+------------+--------------+--------+-------+-------+--------+
| P   | Company    | Description  |        |       |       |        |
| ers | with       | of each      |        |       |       |        |
| ons | related    | transaction  |        |       |       |        |
| who | t          |              |        |       |       |        |
| may | ransaction |              |        |       |       |        |
| h   |            |              |        |       |       |        |
| ave |            |              |        |       |       |        |
| con |            |              |        |       |       |        |
| fli |            |              |        |       |       |        |
| cts |            |              |        |       |       |        |
| of  |            |              |        |       |       |        |
| in  |            |              |        |       |       |        |
| ter |            |              |        |       |       |        |
| est |            |              |        |       |       |        |
+=====+============+==============+========+=======+=======+========+
|     |            | Transaction  | The    | Addit | Net   | The    |
|     |            |              | net    | ional | Int   | net    |
|     |            |              | amount | loan/ | erest | amount |
|     |            |              | as at  |       | from  | as at  |
|     |            |              | the    | (     | the   | the    |
|     |            |              | end of | repay | allo  | end of |
|     |            |              | fiscal | ment) | wance | fiscal |
|     |            |              | year   |       | for   | year   |
|     |            |              | 2007   | (MB)  | dou   | 2007   |
|     |            |              | after  |       | btful | after  |
|     |            |              | the    |       | debts | the    |
|     |            |              | ded    |       | (MB)  | ded    |
|     |            |              | uction |       |       | uction |
|     |            |              | of the |       |       | of the |
|     |            |              | all    |       |       | all    |
|     |            |              | owance |       |       | owance |
|     |            |              | for    |       |       | for    |
|     |            |              |        |       |       |        |
|     |            |              | do     |       |       | do     |
|     |            |              | ubtful |       |       | ubtful |
|     |            |              | debt   |       |       | debt   |
|     |            |              | (MB)   |       |       | (MB)   |
+-----+------------+--------------+--------+-------+-------+--------+
| K   | -   Mr.    | -   Long     | -      | -     | -     | -      |
| rad |     Keeree |     time     |        |       |       |        |
| ard |            |     ago, the |        |       |       |        |
| Isl | Kanjanapas |     Company  |        |       |       |        |
| and |     is a   |     has      |        |       |       |        |
| Res |            |     provided |        |       |       |        |
| ort |   director |     the      |        |       |       |        |
| C   |     and    |     advance  |        |       |       |        |
| o., |     major  |     payment  |        |       |       |        |
| L   |     s      |     to       |        |       |       |        |
| td. | hareholder |     Kradard  |        |       |       |        |
|     |     in     |     Island   |        |       |       |        |
|     |            |     Resort   |        |       |       |        |
|     |    Kradard |     Co.,     |        |       |       |        |
|     |     Island |     Ltd. As  |        |       |       |        |
|     |     Resort |     at the   |        |       |       |        |
|     |     Co.,   |     end of   |        |       |       |        |
|     |     Ltd.   |     fiscal   |        |       |       |        |
|     |            |     year     |        |       |       |        |
|     |            |     2008,    |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  outstanding |        |       |       |        |
|     |            |     debt     |        |       |       |        |
|     |            |     before   |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    deduction |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    allowance |        |       |       |        |
|     |            |     for      |        |       |       |        |
|     |            |     doubtful |        |       |       |        |
|     |            |     debt was |        |       |       |        |
|     |            |     Baht     |        |       |       |        |
|     |            |     0.22     |        |       |       |        |
|     |            |     million, |        |       |       |        |
|     |            |     leaving  |        |       |       |        |
|     |            |     the net  |        |       |       |        |
|     |            |     book     |        |       |       |        |
|     |            |     value of |        |       |       |        |
|     |            |     Baht 0.  |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+
| B   | -   A      | -   Long     | -      | -     | -     | -      |
| ang |     close  |     time     |        |       |       |        |
| kok |            |     ago,     |        |       |       |        |
| L   |   relative |              |        |       |       |        |
| and |     of Mr. |   Muangthong |        |       |       |        |
| P   |     Keeree |     Assets   |        |       |       |        |
| cl. |            |     Co.,     |        |       |       |        |
|     | Kanjanapas |     Ltd., a  |        |       |       |        |
|     |     is a   |              |        |       |       |        |
|     |            |   subsidiary |        |       |       |        |
|     |   director |     of the   |        |       |       |        |
|     |     and    |     Company, |        |       |       |        |
|     |     major  |     provided |        |       |       |        |
|     |     s      |     the      |        |       |       |        |
|     | hareholder |     advance  |        |       |       |        |
|     |     in     |     payment  |        |       |       |        |
|     |            |     to       |        |       |       |        |
|     |    Bangkok |     Bangkok  |        |       |       |        |
|     |     Land   |     Land     |        |       |       |        |
|     |     Pcl.   |     Pcl. As  |        |       |       |        |
|     |            |     at the   |        |       |       |        |
|     |            |     end of   |        |       |       |        |
|     |            |     fiscal   |        |       |       |        |
|     |            |     year     |        |       |       |        |
|     |            |     2008,    |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |  outstanding |        |       |       |        |
|     |            |     debt     |        |       |       |        |
|     |            |     before   |        |       |       |        |
|     |            |     the      |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    deduction |        |       |       |        |
|     |            |     of       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            |    allowance |        |       |       |        |
|     |            |     for      |        |       |       |        |
|     |            |     doubtful |        |       |       |        |
|     |            |     debt was |        |       |       |        |
|     |            |     Baht     |        |       |       |        |
|     |            |     1.05     |        |       |       |        |
|     |            |     million, |        |       |       |        |
|     |            |     leaving  |        |       |       |        |
|     |            |     the net  |        |       |       |        |
|     |            |     book     |        |       |       |        |
|     |            |     value of |        |       |       |        |
|     |            |     Baht 0.  |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+

Related transactions which occurred a long time in the past in which the
subsidiaries are the debtors and there are outstanding debts.

+------+-------------+-------------------------+----------+-----------+
| Per  | R           | Transactions            | Tra      | Tr        |
| sons | elationship |                         | nsaction | ansaction |
| who  |             |                         | value    | value     |
| may  |             |                         | during   | during    |
| have |             |                         |          |           |
| conf |             |                         | the      | the       |
| lict |             |                         | fiscal   | fiscal    |
| of   |             |                         | year     | year 2008 |
| inte |             |                         | 2007     | (MB)      |
| rest |             |                         | (MB)     |           |
+======+=============+=========================+==========+===========+
| Mr.  | -   Mr.     | -   Mr. Keeree          | -        | -         |
| Ke   |     Keeree  |     Kanjanapas lent     |          |           |
| eree |             |     money to the        |          |           |
| Ka   |  Kanjanapas |     subsidiaries        |          |           |
| njan |     is the  |     without charging    |          |           |
| apas |             |     interest. The loan  |          |           |
|      |    Chairman |     was used as the     |          |           |
|      |     of the  |     expenses of the     |          |           |
|      |     Board   |     subsidiaries during |          |           |
|      |     and     |     the Company’s       |          |           |
|      |     major   |     business            |          |           |
|      |             |     rehabilitation in   |          |           |
|      | shareholder |     the year 2001-2005. |          |           |
|      |     of the  |     As at the end of    |          |           |
|      |             |     the fiscal year     |          |           |
|      |    Company. |     2008, the total     |          |           |
|      |             |     outstanding loan    |          |           |
|      |             |     was Baht 1.42       |          |           |
|      |             |     million.            |          |           |
+------+-------------+-------------------------+----------+-----------+
| C    | -   The     | -   Muangthong Assets   | -        | -         |
| hang |     Company |     Co., Ltd. owes Baht |          |           |
| klan |     holds   |     2.32 million to     |          |           |
| Way  |     15.15%  |     Changklan Way Co.,  |          |           |
| Co., |     shares  |     Ltd. for the hotel  |          |           |
| Ltd. |     in      |     management fee.     |          |           |
|      |             |     This transaction    |          |           |
|      |   Changklan |     occurred a long     |          |           |
|      |     Way     |     time ago.           |          |           |
|      |     Co.,    |                         |          |           |
|      |     Ltd.    | -   Muang Thong         |          |           |
|      |             |     Lakeside Restaurant |          |           |
|      | -   A close |     Co., Ltd. owes Baht |          |           |
|      |             |     0.48 million to     |          |           |
|      |    relative |     Changklan Way Co.,  |          |           |
|      |     of Mr.  |     Ltd. for the        |          |           |
|      |     Keeree  |     advance payment.    |          |           |
|      |             |     This transaction    |          |           |
|      |  Kanjanapas |     occurred a long     |          |           |
|      |     is a    |     time ago.           |          |           |
|      |             |                         |          |           |
|      |    director |                         |          |           |
|      |     and     |                         |          |           |
|      |     major   |                         |          |           |
|      |             |                         |          |           |
|      | shareholder |                         |          |           |
|      |     in      |                         |          |           |
|      |             |                         |          |           |
|      |   Changklan |                         |          |           |
|      |     Way     |                         |          |           |
|      |     Co.,    |                         |          |           |
|      |     Ltd.    |                         |          |           |
+------+-------------+-------------------------+----------+-----------+

Necessity and Rationale of Related Transactions

Related transactions of the Company are the outstanding transactions
that occurred long time ago. However, the Audit Committee has reviewed
these transactions regarding their appropriateness of the monitoring and
execution, evaluation of transaction status and evaluation of competency
in debt servicing by the debtors, as well as the appropriateness of
making allowance for doubtful debt sufficient for the expected losses.

Measures and Procedures in Approving Related Transactions

All related transactions must be approved by the Board of Directors with
the attendance of the Audit Committee or approval of the shareholders’
meeting, as the case may be, in accordance with the Notification of the
Board of Governors of the Stock Exchange of Thailand re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Connected
Transactions, 2003 and the Notification of Capital Market Supervisory
Board No. Tor Jor. 21/2551 re: Rules on Connected Transaction, as well
as, laws on securities and exchange, regulations, notifications, orders
or requirements of the Stock Exchange of Thailand relating to the
execution of related transactions.

Policy and Trend of Related Transactions

The Company may need to enter into related transactions in the future.
However, the Company will use the general trading conditions and at the
market price that can be compared with the price and terms given to
other third parties. The Company will also comply with the relevant
regulations of the Stock Exchange of Thailand, and the laws on
securities and exchange concerning.

If there are any related transactions between the Company or
subsidiaries and the person who may have conflict of interest or
conflict of any kinds, the Company will request the Audit Committee to
review and give comment on the necessity and appropriateness of such
transaction. Moreover, if the Audit Committee does not possess expertise
to review such transaction, the Company will involve the independent
expert or the Company’s auditor to provide the comment on such
transaction, so that the Board of Directors or the shareholder, as the
case may be, can use such comment to support their decision making. The
Company will disclose the related transactions in the remarks of the
financial statements as audited by the Company’s auditor, and in the
annual report of the Company.