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5 Committment Between the Company and Directors and Employees of the Company and Subsidiary(ies) in Allotting the Warrants 5.1 In the case where a director of the Company or its subsidiary(ies) has resigned from his office prior to the expiration of his term, or employee of the Company or of the subsidiary(ies) has resigned from employee, without fault on their side as specified in 5.2 below resulting in the status of director or employee of such director or employee being terminated as director or employee of the Company or of the subsidiary (ies) prior to exercising the rights under the warrants, such director and/or employee shall be able to exercise the right to purchase ordinary shares of the Company one more time within the next Exercise Date after the said director and/or employee has resigned from position of director and/or employee. If there are any warrants remaining after the exercise at such time, the warrants shall be immediately returned to the Board of Directors or to the intermediary as instructed by the Board in order to re allot or retransfer it to other director and/or employee of the Company and/or of the subsidiary(ies) as the Board of Directors deems appropriate. The transferring director and/or employee shall not demand any compensation whatsoever. 5.2 In the case where a director or employee of the Company or of the subsidiary(ies) has been discharged from the position of director or employee of the Company or of the subsidiary(ies) due to a wrongful act conducted by the said person prior to exercising the rights under the warrants, his/her warrants shall be immediately transferred back to the Board of Directors or to an intermediary as instructed by the Board for further allotment or transfer to another director and/or employee of the Company and/or of the subsidiary(ies) as the Board of Directors deems appropriate. The transferring director and/or employee shall not demand any compensation whatsoever. 5.3 In the case where a director of the Company or of the subsidiary(ies) has retired due to the expiration of his term, or employee of the Company or of the subsidiary(ies) has retired, resulting in the status of director or employee of such director or employee being terminated as director or employee of the Company or of the subsidiary(ies) prior to exercising the rights under the warrants, the said warrants shall belong to such director or employee who has retired. 5.4 In the case where a director or employee of the Company or of the subsidiary(ies) dies or has disappeared or become disabled or incapacitated resulting in the status of such director or employee being terminated as director or employee of the Company or of the subsidiary (ies) prior to exercising the rights under the warrants, the said warrants shall be transferred to his heir or person whom the director or employee who has died or has disappeared or become disabled or incapacitated has specified as the beneficiary according to the letter of appointment of beneficiary of the said director or employee. 5.5 In the case where allotment or transfer of the warrants from the director or employee stated in Clause 5.1 and 5.2 above to any other director, or to any employee which results in such transferred employee to own warrants exceeding 5 percent of the total number of units of warrants issued this time, the Company shall hold a meeting of shareholders to approval such allotment. 6.Assistance from the Company in Providing Financial Support to Directors and Employees - None - 7.Effect on Shareholders of this Issuance of Warrants to Directors and Employees of the Company and the Subsidiaries 7.1 Effect on existing shareholders due to reduction in shareholding proportion In the case where all of the units of warrants of the directors and employees are exercised, with calculation based on the current paid up capital: Number of paid up shares at present = 55,000,000 shares Number of shares resulting from the exercise = 2,750,000 shares Total Number of shares after the exercise = 57,750,000 shares Shareholding proportion of existing shareholders = 95.24 % after the exercise In the case where all of the units of warrants of the directors and employees as mentioned in note 2 above are exercised, when included with the exercise of conversion rights of convertible debentures in full and the issue of 36,000,000 (Thirty Six Million) new shares which the Company expects to sell in the near future: Number of paid up shares at present = 55,000,000 shares Number of shares resulting from the = 55,250,000 shares exercise/sale of new shares Total Number of shares after the exercise/sale = 110,250,000 shares of new shares Shareholding proportion of existing = 49.89 % shareholders after the exercise/sale of new shares 7.2 The number of units issued to the directors and employees shall not exceed 5 percent of the total number of shares sold. Number of paid up shares at present = 55,000,000 shares Number of shares reserved for the exercise of = 2,750,000 shares warrants this time Number of shares of this allotment compared to = 5% the total number of shares sold 7.3 Benefits allocated to the directors or employees shall not exceed 4 percent of the total market value prior to the offering of the securities (Po -Pe) x Qe accounts for 2.7778 percent of (Po x Qo) Whereas Po = the market price of the shares of Noble Development Public Company Limited as of August 6,1999 (Baht13.50) Pe = the offer price of shares which can be subscribed through the exercise of right under the warrants (Baht 6) Qe = the number of shares reserved for the exercise of the warrants this time (2,750,000 shares) Qo = the total number of issued shares of Noble Development Public Company Limited prior to the offering of the securities this time (55,000,000 shares) 7.4 Rights attached to ordinary shares issued pursuant to the exercise of rights under the warrants The rights attached to the ordinary shares issued pursuant to the exercise of right under the warrants by holders of the warrants shall rank equal to the ordinary shares of the Company issued earlier in every and all respects. The Board of Directors or person(s) assigned by the Board of Directors is empowered to consider and prescribe other terms relating to the issuance of the warrants including seeking approvals from the competent authorities and performing any other acts necessary and relating to the issuance of the warrants this time. 2.2 The Company's plan in case where there is a fraction of shares remaining - The Company will propose to the shareholders meeting for further allotment. 2.3 The number of shares remaining from the allotment is - shares. 3. Schedule for shareholders meeting to approve the capital increase/allotment The extraordinary meeting of shareholders No.1/2542 is scheduled to be held on September 14, 1999 at 10.00 a.m. at the Company's meeting room, No. 806/1-3, Sukhumvit 55 Road, Bangkok. The share register will be closed for share transfer in order to determine the right to attend this meeting from August 25, 1999at 12.00 o'clock, until the meeting is ended. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - None - 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 1.To repay debt in the amount of approximately Baht 785,000,000; 2.To be used as a working capital of approximately Baht 100,000,000; 3.To be used for the expansion of business of approximately Baht 5,732,500,000 6. Benefits which the Company will receive from the capital increase/share allotment: The Company can reduce its debt and it can provide financial liquidity to support the business operation in the future 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy - The Company will pay dividend at the rate of not less than 40 percent each year 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from the fiscal year that the shares are subscribed 7.3 Others - None 8 Other details necessary for shareholders to approve the capital increase/share allotment: None 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: August 25, 1999 Close the register of shareholders for the right to attend the extraordinary meeting of shareholders No. 1/2542 September 14, 1999 Extraordinary meeting of shareholders No. 1/2542 to consider and approve, among other things, the issue of new shares and allotment thereof The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed authorized director (Sitti Leelakasamelerk) Position Director ***