REPORTS SHAREHOLDERS' MEETING RESOLUTION

Phatra Leasing Plc (PL) resolved in its annual shareholders' meeting held in January 21, 1997 at 16.00 O'clock at Charoen Krung convention hall, Muang Thai Insurance building, 250 Ratchadapisek Rd, Huay Kwang, Bangkok, which had attendants of 30 as follows: 1. The meeting resolved to guarantee its balance sheet and profit and loss statement ending September 30, 1996. 2. The meeting resolved to allocate annual net profit of 5% of Bt3.972,068 as a capital reserve according to the law and resolved to pay annual dividend of Bt1 per share, totaling Bt30,000,000 3. The meeting resolved to appoint current directorswhose terms are expired to stay in the positions which are Mr.Surathin Netrattanawongse, Mr. Laksamantr Boonnark, Mr.Apassorn Boonnark, and Associate Prof. Chaowalee Phongphatiroj. 4.The meeing resolved to appoint Pete Marvick Suthee Co.,Ltd by Mr. Niran Leelamethawat, auditor license 2316 and/or Mr.Supoj Singsaneh, auditor license 2826, as the company's auditor. The compensation for annual audit will be Bt200,000. 5. The meeting resolved to pay annual pension to directors of Bt1,100,000. 6. The meeting resolved to adjust rules no.5 and no.10 to correspond to the practical way as follows: Previously no. 5. If the company appoint the SET as its registrar, the works on registration of stocks will depend on its registrar. New no.5 If the company appoint registrar according to law of securities and SET as its registrar, the works on registration will depend on its registrar. Previously no.10. The company's shares can be limitlessly transferred unless those transfer will result in the ownership of foreign partner of over 49% New no.10. The company's shares can be limitlessly transferred unless those transfer will result in the ownership of foreign partner of over 49% of the outstanding shares.