MINUTES OF BOARD OF DIRECTOR'S MEETING SESSION NO.13/1999

Ref. TP-MT/129/99 (FC179/99) November 25, 1999 Subject: Minutes of Board of Directors' Meeting Session no.13/1999 Attention: Director and Manager, Stock Exchange of Thailand Thantawan Industry Public Co.,Ltd. had held Board of Directors' meeting session no. 13/1999 on Thursday, November 25, 1999 at 11:00 a.m. at Meeting Room no. 2, Floor 37th, Suntowers B Bldg., at 123 Viphavadee-rangsit Road, Lardyao, Jatujak, Bangkok, which had agenda and minutes of meeting as followings: 1. Approved minutes of Board of Directors' meeting, session no.12/1999 held on November 10, 1999. 2. Appointed internal audit committee consisting of: 2.1 Associate Prof.Banleng Sornnil as Chairman of internal audit commitee 2.2 Pol.Colonel Taweephan Sangprasert as Audit committee member 2.3 Mr.Sighachai Aroonwuthipong as Audit committee member and appointed Mrs.Vachira Thaichon as Secretary of Audit Committee. The Internal Audit Committee shall be in positions period during December 1, 1999 until April 24, 1999.Enclosed herewith is forms F24-1 and F24-2. 3. Other subjects: 3.1 Be informed of internal audit activities done during January 1 - October 31, 1999. 3.2 Be informed of internal audit working plan. 3.3 Be informed of meeting timetables of the Internal Audit Committee in 2000 totally 6 meetings. 3.4 Approved resolution in signing 2 copies of memorandum between Thantawan Industry Public Co.,Ltd.(THIP) and Sunflower Enterprise Co.,Ltd.(SE) dated November 25, 1999, in which having following agreement: A) Memorandum No. SE-FF304/99 (FC175/99) 1.THIP agreed and accepted in utilizing commercially in the 3 land plots of title deed no. 8766, 50428, 12369 located at Mu 8, SoiKangwarl 2, Phetkasem Road, Tumbol Omyai, Amphur Sampran,Nakornpathom Province.These land plots have areas of 10-0-42 rai (4,042 square wa.) in which THIP have utilized since 1994 and is willing to pay compensation for land use to SE with total amount of 5,200,000 Baht (Five Million Two Hundred Thousands Baht) by whole payment on November 29, 1999. 2.THIP is entitled in renting those 3 land plots at rate of 50 Baht per square wa. starting from January 1 to December 31, 2000 or as total rent amount of 202,100 Baht per month (Two Hundred Thousand and Two Thousand One Hundred Baht). 3.THIP shall enter and sign rental agreement of those above land plots with SE within 45 days upon signing in this memorandum of agreement. B) Memorandum No. SE-FF305/99 (FC176/99) 1.THIP agreed and accepted in utilizing commercially in the land plot of title deed no. 56216 located at Mu 8, Soi Kangwarl 2, Phetkasem Road,Tumbol Omyai, Amphur Sampran, Nakornpathom Province.The land plot has areas of 2-2-0 rai (1,000 square wa.) in which THIP have utilized since 1994 and is willing to pay compensation for land use to SE with total amount of 1,300,000 Baht (One Million Three Hundred Thousand Baht) by whole payment on November 29, 1999. 2.THIP has needs in utilizing commercially the land plot with title deed no. 55727 located at Mu 8, Soi Kangwarl 2, Phetkasem Road, Tumbol Omyai, Amphur Sampran, Nakornpathom Province, having areas of 1-3-94 rai (794 square wa.) and the building located in this land plot having total space of 3,700 square meter in which THIP had previously signed contract of leasing as warehouse for finished products and shall expire of leasing term on December 31, 1999. Therefore, THIP agreed in renewal of renting term for 1 year starting January 1 - December 31, 2000 at rental rate of 120 Baht per square meter or as total amount of 444,000 Baht per month (Four Hundred Forty-Four Thousand Baht) and THIP is entitled of renting land plot deed no. 56216 at rate of 50 Baht per square wa. starting from January 1 to December 31, 2000 or as total amount of 50,000 Baht per month (Fifty Thousand Baht). 3.SE agreed in waiving its rights to claim for any further expenses and offer its commitment that within 3 years upon signing of this memorandum of agreement, SE shall not sell or rent the land plot and building specified in item 2 above to any other persons excepted to sell and rent them to THIP only and shall confirm the selling price of the land plot and building specified in item 2 above at the original price of 41,000,000 Baht (Forty One Million Baht).In order to be fairness to SE in offering such commitment, SE then shall keep the advance deposit paid to SE under the contract of purchasing and selling of the land plot and building dated December 29, 1997 havingtotal deposit amount 20,500,000 Baht (Twenty Million Five Hundred Thousand Baht) during that SE had offered commitment under this memorandum of agreement. 4. THIP and SE shall enter into and sign the land rental agreement and the rental agreement of land and building within 45 days upon signing this memorandum of agreement. 3.5 Had resolution to assign power of attorney to Managing Director of THIP in signing the above 2 memorandums of agreement. 3.6 Had resolution to assign power of attorney to Managing Director of THIP as negotiator and in signing the land rental agreement and the rental agreement of land and building above. Please be informed accordingly. Very truly yours, Mr.Phietoon Trivijitkasem Mr.Pichai Tangwitetjit Director Director