7. Persons with mutual interests and interrelated transactions
         Dr. Prayoon  Pholpipattanaphong
         Dr. Prayoon  Pholpipattanaphong is the Chairman of the company.
The company  leases  the  space  of  its  head  office  from Dr. Prayoon 
Pholpipattanaphong at no. 149/34, 3rd  and 4th Floors, Soi Anglo  Plaza,  
Surawongse Road, Kwaeng Suriyawongse, Khet  Bangrak, Bangkok 10500.  The 
area is 100 square  metres  and  the  monthly rental is 40,000 Baht. The 
lease period is on a yearly basis.  Such  rental  rate is equal or lower 
than market prices.

         P.P. Foods Supply Co.,Ltd.
         P.P. Foods Supply Co.,Ltd.  does a buying and selling business, 
with   Mr. Ekapong  Pholpipattanaphong  as  the  Director  and  Managing 
Director  and  a  son  of  Dr. Prayoon  Pholpipattanaphong.  It  is  the 
company's domestic distributor.    The  sales  volume  in  1999 was 12.5 
million Baht, of which the total domestic  sales volume was 14.8 million 
Baht.

         Itochu Corporation
         Itochu Corporation does a buying and selling business in Japan.
Itochu is a major shareholder of the company and it holds 12.96 % of the
company's shares.  It is represented by Mr. Toshio  Tahara as a Director
of the company.  Itochu's  sales  volume in 1999 was 114.7 million Baht,
of which the total export volume was 934.5 million Baht.
         The  company's  pricing  policy is to sell its  products to the
related  companies  at  the  same  prices  offered to outsiders.

8. Risk factors
         Marketing
         Since  Japan  is  the company's main market, the company may be 
affected  if  the  main  market  faces  difficulties.  Nevertheless, the 
economic  recession  in Japan has not significantly affected the company 
because the company's products are foods which are necessary for peoples' 
living and the Japanese customarily eat frozen Green Beans and Soy Beans.  
The sluggish ceonomy in Japan does not, therefore, have negative effects 
on the company's business, but it will gradually have positive effects.



         Competitions
         Since Thailand  is an agricultural country and most Thai people 
are agriculturalists, it is  advantageous to the country with respect to 
competition for supplies of raw materials. Thailand particularly gains a
geographical advantage over its competitors  as it suffers less from the
vagaries of the weather and the ideal  warm  weather in the North of the 
country is conducive to farming. As for marketing, the attractiveness of
the company is both Japanese and  Taiwanese  partners have good customer
bases with good  and  long  lasting  business  relationship.  Hence, the 
company virtually have no marketing problems, however, the company has a
disadvantage of  longer distances than those of its rivals, the company,
therefore, incurs  rather  high  sea  freight.   Moreover, the company's 
factories are located in chiangmai and its  products must be transported
to Laem Chabang Port for loading.  This also causes the company to incur
high transportation costs.

         Exchange rates
         As the  company  quotes  its selling prices in US$, it does not 
take a risk in exchange rates.  It would be an advantage for the company 
if the Baht was weaker because the company would earn more income.  As a 
result of its repayments of all foreign currency debts on March 4, 1999, 
the company has no debts in foreign currencies. 

         Y2K
         The Company  completed its  year 2000  remediation programme in 
1999 with an  insignificant  amount of  remediation cost.  This cost was 
charged as earnings when incurred.  As for impacts which  may arise from 
external factors in relating to Accounts payable and Accounts receivable
-trade but such problem have not revealed for both of them in 2000.
         Events subsequent to date up to February 29,2000, the affection 
to be incurred an the Company, accounts payable and accounts receivable-
trade has not yet found in 2000.  However, the company is still pressing 
closely  the  situation  of  the problem in 2000 which may affect to the 
computer system in this transitional period.

         Economic recession
         The  Company  mainly exports 98 % of the  total  sale value and 
although  the  main  market is  Japan  during  the period 4-5 years, the 
economic of Japan has been in recession  state continously  but as shown 
that,  the  company  does  not  much  affect  resulted from the economic 
recession.  The company's product distribution is still normal and has a 
healthy growth rate. This is due to the fact that the company's products 
are acceptable to the customers. In essence, the company's products  are  
essential for peoples' living, and the Japanese live a hectic life,thus,  
easily  prepared  and consumed food is a criterion for selling  and such 
food is in demand in Japan. For the domestic sale in 1999, total sale of 
the company was 14.8 million bahts decreased from last year 37.8% due to 
state of depressed. For the year 2000, we believe that the economic will 
recover steadily due to higher export value  and  financial policy  also  
deficit budget policy managed by the state would help urging the economy  
and make the index of consumer goods and foodstuffs higher.

9. Other Factors Possibly Affecting Investment Decision
         9.1 Legal Disputes          - None -
         9.2 Dividend Payment Policy
         The  Company  has  a  policy  to  pay  the dividend 60 % of net 
profit.   But  if  the  company  shall  be  required to  expand  further 
investment  then  the  company  will  consider  to pay  the  dividend as
appropriated as shown belows:

Year   Rate      Amount of SharesEx-dividend DatesDividend Payment
    (bahts/share) (in millions)                       Dates       

1994    3.00            12.5      April 17, 1995   May    4, 1995 
1995    2.00            12.5      April  5, 1996   May   24, 1996 
1996    1.00            12.5      May    7, 1997   May   28, 1997 
1997    1.00            12.5      May    8, 1998   May   28, 1998 
1998    4.00            21.0      May   10, 1999   May   27, 1999 
1999    3.00            21.0      May   10, 2000   May   18, 2000 










   Items      Units    1994  1995  1996   1997   1998   1999  

Net Profit in thourand59,27452,97132,589(44,525)375,652179,401
              bahts                                            
Amount of  in thousand12,50012,50012,500 12,500  21,000 21,000
  shares      shares                                           
Par Value  bahts/share 10.00 10.00 10.00  10.00   10.00  10.00
Profit per bahts/share  4.74  4.24  2.61  (3.56)  26.99   8.54
  share                                                       
Book value bahts/share 23.27 24.51 25.11  20.55   50.66  38.12
Dividends  in thousand37,50025,00012,500 12,500  84,000 63,000
              bahts                                           
Dividends  bahts/share  3.00  2.00  1.00   1.00    4.00   3.00
Payout          %      63.27 47.20 38.36    -     22.36  35.12
  ratio                                                       

         9.3 Other Factors
             The  uncertainity  of  exchange  rate  may  affect  the 
financial status and operating result of the company.OPT 1.50           !B!                                                                    P '   N  n 