ATTACHMENT III (AMENDMENT OF TERMS AND CONDITIONS ESOP G I)

26 February 2003
Advanced Info Service Public Company Limited Details of the program regarding the issuance and offering of warrants to purchase ordinary shares to directors, employees and advisors of the Company (Employee Stock Option Plan ESOP). To propose an amendment of the details of ESOP Grant I in order to comply with Grant II. An amendment of Clause 3.4 Re: Warrant Allocation Obligations between the Company and Directors, Employees and Advisors of the Company is set out below. Grant I Existing Details of Grant I Details of proposing to amend of Grant I 3.4.1 If any director or advisor of the Company vacate of office or any employee retire from the Company pursuant to the Company's work rules, - no change - prior to exercising the rights under the warrants, such vacated directors or advisors, retired employee are entitled to exercise their warrants until the term of warrants. 3.4.2 If any director, employee or 3.4.2 If any director, employee or advisor resign from the Company advisor resign from the Company due to the Company's order of due to the Company's order of transfer,such director,employee transfer,such director, exercise or advisor shall be entitled to employee or advisor are exercise their warrants to entitled to their warrants purchase ordinary shares of the until the term of warrants. Company only the allowed portion and are not entitled to exercise their warrants to purchase the remaining ordinary shares which are not due. 3.4.3 If any director, employee or 3.4.3 If any director, employee or advisor of the Company die or advisor is no longer a become missing, such warrants director, employee or advisor shall then pass on to the person of the Company by reason of named as executor or beneficiary decease,disappearance, of the deceased or disappeared infirmity,or incompetent, director, employee or advisor, such warrants shall then as the case may be.The person pass on to the person named will be entitled to exercise as executor or beneficiary their warrants to purchase of the deceased, disappeared, ordinary shares of the Company infirm, or incompetent only the allowed portion, and director,employee or advisor, are not entitled to exercise as the case may be.That their warrants to purchase the person will be entitled to remaining ordinary shares which exercise those warrants to are not due. purchase ordinary shares of the Company until the term of warrants. 3.4.4 If any director or advisor resign from the Company prior to expiration of the term of office or any employee resign from the Company for any reason other than as specified in Clauses - no change - 3.4.1, 3.4.2, or 3.4.3 above, such director, employee and advisor shall be entitled to exercise their warrants to purchase ordinary shares of the Company only the allowed portion within three months after such director, employee and advisor resigned from their offices. Remaining warrants which any Remaining warrants which any director, employee or advisor director, employee or advisor is unable to exercise for any is unable to exercise for any of the reasons as stipulated of the reasons as stipulated in Clauses 3.4.2, 3.4.3 or 3.4.4 in Clause 3.4.4 shall be shall be submitted to the Company submitted to the Company for for cancellation. cancellation.