CPN ANNOUNCES A CONNECTED TRANSACTION (Revised) ( Payment of service fee to related company ) Central Pattana Public Company Limited would like to announce that a board of director's meeting # 8/2002 held on November 12, 2002 passed the resolution to enter into a management service agreement with Central Holding Co.,Ltd. who has provided management and advisory services relating to the set up and implementation of the company's policies and management practice as well as related recommendation. The details are as follows: 1. The date on which the transaction occurs : November 12 ,2002 2. The parties involved : Name Relationship with the company The Company : Central Pattana Public Company Limited Service provider : Central Holding Company Limited : Related company (being a shareholder who holds 29,250,000 shares or 29.25% in Central Pattana Public Company Limited) 3. The general characteristics of the transaction: : Payment of Management Service Fee 4. The total value of the consideration : 0.8% of monthly rental and service income but will not be less than 3,000,000 Baht and not exceed 4,500,000 Baht per month. The term is 2 years, effective from January 1, 2002 onward. The maximum total value of the consideration is 108,000,000 Baht or 2.61% of book value per audited financial statements (As of December 31, 2001), which is not qualified to be approved by shareholders. 5.The basis used to determine the value of consideration : Based on appropriate allocation basis of actual expenses of the service provider. 6.The reason for the disposal : Management of the service provider has long experience in retail business and can render management services and set up the company's policies. 7. The details of the connected persons and the related persons and the nature and extent of the interest of the connected person in the transaction : Names Position in the % shares held Position in %shares held in company in the company Central Holding Co.,Ltd. Central Holding Co.,Ltd. 1.Mr. Vanchai Chirathivat Chairman 4.00 Chairman 4.80 2.Mr.Kobchai Chirathivat Director and CEO 4.00 - 0.97 3.Mr. Prin Chirathivat Director, Executive Director 3.10 Director 1.20 4.Mr. Suthichai Chirathivat Director, Executive Director 0.93 Director 6.77 5.Mr.Suthikiati Chirathivat Director, Executive Director - 1.13 6.Mr.Suthichart Chirathivat Director, Executive Director - 3.80 7.Mr.Sudhitham Chirathivat Director, Executive Director 6.18 Director 3.80 8.Mr. Sudhisak Chirathivat Director, Executive Director - 3.80 9.Mr. Sudthidej Chirathivat Director, Executive Vice President 1.60 - 2.60 10.Mr.Sudhipak Chirathivat Senior Vice President 0.72 - 2.00 Total 20.53 30.8 7 -------------------------------------- ( Mr. Naris Cheyklin ) Secretary to the Board of Director