LOAN AGREEMENT

This Agreement is made and executed on this …….. day of ………….. by and between :

…………………………………………... a company incorporated in ………………..and having its registered office presently located at ……………………….. ……………………………….. (hereinafter referred to as “LENDER”) and

…………………………….. of …………………………………………., Thailand (hereinafter referred to as “BORROWER”)

WHEREAS, LENDER and BORROWER desire to hereby conclude a complete understanding concerning repayment of the LOAN (as hereinafter defined).

NOW, THEREFORE, the parties hereto agree as follows :

1.      (a)    BORROWER will use the loan of …………………………. (……………..) (herein referred to as the “LOAN”) obtained from LENDER for investment in a Thai limited company in his name or in the name of his nominees as may be from time to time be mutually agreed between LENDER and BORROWER.

         (b)    As security for the said LOAN, BORROWER shall deliver for deposit, all share certificates relating to the shares of any Thai company purchased under this Agreement (hereinafter referred to as “the SHARES”).

2.      BORROWER agrees to pay interest on the LOAN at the rate of …..% (…. per cent) inclusive of any taxes to be withheld under Thai Laws, provided always that no interest shall be due for any year(s) if the ………………………………. fails to distribute any dividend to LENDER or such dividend does not cover the said ……% interest rate after deduction of personal income tax of LENDER.

If any dividend is paid out on the SHARES then BORROWER hereby authorized the Managing Director of that company to withhold from such dividend the interest to be paid by BORROWER under this Agreement and to pay out such interest to LENDER without prior notice or reference to BORROWER.

3.      (a)    If and in the event LENDER demands repayment of the LOAN, then forthwith following receipt of such written demand, BORROWER shall arrange for transfer of the SHARES to LENDER, and/or any person or persons designated by LENDER, said transfer being the only manner of satisfaction by BORROWER of such demand by LENDER for repayment and upon completion of such transfer the LOAN shall be considered as fully repaid by BORROWER.

         (b)    If and in the event BORROWER proposes to repay the LOAN without demand having been made therefor by LENDER, then BORROWER shall give LENDER written notice of such proposal and BORROWER shall upon written instructions from LENDER transfer the SHARES to LENDER and/or such person or persons as LENDER shall designate, said transfer being the only manner in which BORROWER may repay the LOAN and upon completion of such transfer the LOAN shall be considered as fully repaid by BORROWER.

4.      LENDER and Borrower agree to update the List of Shareholders (as of ……………………..) and Letter of Indemnity as shown in Annexes I and II.

5.      (a)    BORROWER shall not transfer, assign, pledge, encumber or in any way deal with the SHARES except as expressly provided for in this Agreement and BORROWER shall make no assignment or transfer of any of its rights or obligations under this Agreement except with the prior written consent of LENDER.

         (b)    LENDER shall be entitled to assign or transfer all his rights under this Agreement to any person and the BORROWER shall, on being notified of such assignment or transfer, be bound to the assignee or transferee for all the obligations under this Agreement.

1. This Agreement shall be amended or modified only in writing duly executed by the parties hereto.

7.      Subject to Clause 5 hereof this Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties.

8.      If any provision of this Agreement is void or unenforceable under Thai law, the remaining provisions shall nevertheless remain in full force and effect.

9.      This Agreement and its Annexes constitute the entire agreement and supersede all prior agreements and amendments forthwith between the parties relating to the subject matter hereof.  In case of any discrepancies between the terms of this Agreement and its Annexes and the terms of the previous Agreements and amendments, the terms of this Agreement and its Annexes shall prevail.

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date above written.

                                                                              LENDER

Witness                                                                (                                         )

                                                                              Managing Director

                                                                              BORROWER

Witness                                                                (                                                       )