5. Management
         5.1 Management Structure
                       Chairman             
             Dr. Prayoon  Pholpipattanaphong
                          
                          V   
                   Managing Director       
              Mr. Prapas  Pholpipattanaphong
                          
                          V
                  Executive Management   
                Mr. Suwat  Phongphasura  
                                                    
        
            Senior Plant Manager              Vice Plant Manager
        > Mr. Kang, Chan - Lung       > Miss Piyalak Chuapoodee,
                                              Mr. Witthaya  Suarup
        
            Export Manager                    Assistance Export Manager   
        > Mr. Ankoon Pholpipattanaphong> Miss Ketawee Chiradejnunt
        
            Accounting Manager                Assist. Accounting Manager 
        > Mr. Sakda  Phimmuang        > Miss Chanita  Tiparadee,
                                              Mr. Pornlert  Kawinchan
        
        > Financial Manager           > Assist. Financial Manager
                                              Mr. Rangsit  Ojaroen
        
        > Personel Manager            > Assist. Personel Manager
                                              Miss Thanarat  Thepyothin
        
        > Purchasing Manager          > Assist. Purchasing Manager
                                               Miss Warissara  Kangkanka
               
         There are  nine  members in  the  company's Board of Directors.
The Directors authorized to  sign  and  affix  the seal on behalf of the 
company  are  Mr. Prayoon  Pholpipattanaphong,  Chairman,  or Mr. Prapas
Pholpipattanaphong, Managing Director, or Mr. Suwat  Phongphasura.

         Authority and duties of the Board of Directors
         1. To comply  with  the  law,  the  company's  objectives,  and
regulations of the company set by the law.
         2. The  authorized  directors,    as  named  in  the  company's 
affidavit,  are  vested  with  the  authority to sign and seal on behalf
of the company.
         3. To  delegate  its  authority  to  one  or more Directors, or
any person to act on behalf of the Board.
         4. To hold  the Board of Directors' meetings at least quarterly
(once every three months).

         Factors and Appointment of the Board of Directors
         Number of  Directors - There   shall  be  not  less  than  five 
directors.  One half of the Directors shall reside in Thailand.
         Appointment - The persons  receiving the highest votes in order 
are elected as  the  Directors in  the number equal to the number of the 
Directors  the  Company  is  then  allowed  to have or appoint.  In case 
there are equal votes which results in the  number  exceeding the number 
of the  Directors, the Company is then  allowed to  have or appoint, the 
Chairman shall render the decisive vote.
         Removal - The  Shareholders' Meeting  may adopt a resolution to 
remove  any  director before he serves the full  term  with the approval 
votes of not less than  three - fourths of  the  attending  shareholders 
entitled  to  vote  and holding share not less  than  half of the shares 
held  by  the  attending  shareholders  entitled to  vote.  The director 
ratio nominated by each  group of  shareholders is : four for Thais  and 
three for foreigners except the Independent Directors.

         Authority and duties of the Executive Director Committee
         1. To  comply  with  the company's regulations, the Articles of
Association and the policies set forth by the Board of Directors.
         2. To determine the  management structure of the company, plan,
examine, control and evaluate business performances of the company.






         5.2 Executives
         There  are  nine  members in  the  Board of Directors which are 
comprised of :
        1. Dr. Prayoon  Pholpipattanaphong    Chairman
        2. Mr. Prapas  Pholpipattanaphong     Managing Director
        3. Mr. Suwat  Phongphasura            Executive Director
        4. Mr. Chen, Yann - Chung             Director
        5. Mr. Lan, Mu - Chiou                Director
        6. Mr. Toshio  Tahara                 Director
        7. Mr. Santichai  Suakanonth          Independent Director
        8. Mr. Amnuay  Yossuk                 Independent Director
        9. Mr. Wirutt  Ruttanaporn            Independent Director
           Mr. Lu, Tsung - Jen, Advisor to Board of Directors
        
        There are three members in  the  Audit Committee with valid three
years rank which are comprised of :
        1. Dr. Santichai  Suakanonth          Chairman of Audit Committee
        2. Mr. Amnuay  Yossuk                 Director
        3. Mr. Wirutt  Ruttanaporn            Director

        There are three members  in  the Executive of Directors which are
comprised of :
        1. Dr. Prayoon  Pholpipattanaphong    Chairman
        2. Mr. Prayoon  Pholpipattanaphong    
        3. Mr. Suwat  Phongphasura
           Mr. Ankoon  Pholpipattanaphong     Secretary   

         The Executives is comprised of :
         1. Dr. Prayoon  Pholpipattanaphong   Chairman
         2. Mr. Prapas  Pholpipattanaphong    Managing Director
         3. Mr. Suwat  Phongphasura           Executive Director
         4. Mr. Kang, Chan - Lung             Senior Plant Manager
         5. Mr. Ankoon  Pholpipattanaphong    Export Manager
         6. Mr. Sakda  Phimmuang              Accounting Manager
         7. Miss Piyalak  Chuapoodee          Vice Plant Manager
         8. Mr. Witthaya  Suarup              Vice Plant Manager
         9. Mr. Pornlert  Kawinchan           Assistance
                                              Accounting Manager

        10. Mr. Rangsit  Ojaroen              Assistance
                                              Financial Manager
        11. Miss Chanita  Tiparadee           Assistance
                                              Accounting Manager
        12. Miss Ketawee  Chiradejnunt        Assistance
                                              Marketing Manager
        13. Miss Warissara  Kangkanka         Assistance
                                              Purchasing Manager
        14. Miss Thanarat  Thepyothin         Assistance
                                              Personel Manager
         Number of Employees :
         Management/Administration Department         =    72   persons
         Manufacture/Technical Engineering Department =    90      "
         Daily Employees                              =   942      "
                       Total                          = 1,104      "
         5.3 Remuneration for Executives
             (1) Financial Remuneration
             Annual remuneration for Directors       = 4,000,000  Bahts
             Annual remuneration for Audit Committee =   960,000  Bahts
             Annual remuneration for Executives
                                 first 15 items
                                        Salary       =17,207,374  Bahts
                                        Bonus        = 3,315,204  Bahts
                                        Allowances   = 5,628,000  Bahts
                                        Provident
                                           fund      =   481,631  Bahts
            (2) Other Remuneration
                 - None -
         5.4 Management Agreement
             - None -

         5.5 Internal Control
             The Auditor's report on the consolidated  Balance  Sheet as
of December 31,1999 indicated that the Balance Sheet of Chiangmai Frozen
Foods Public  Company  Limited  and  its  subsidiary  company  had  been 
prepared in  accordance  with  generally accepted auditing standards and 
the standards  had  been  applied on a consistent basis; the Auditor had 
annually been applying generally accepted auditing standards in auditing 
and appraising the  company's internal  control by means of interviewing 
the executives and officers related to and respensible for each position.  
The  Auditor  was in  the  opinion  that  the company's internal control 
system was sufficient (as per attachment 2, page 49).

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