| SETTING 
                    UP COMPANY IN THAILAND | 
               
                | Can 
                  foreigners operate 100 percent foreign owned company in  Thailand? | 
               
                | The 
                  foreign controlled businesses are currently governed by Foreign 
                  Business Act (FBA). The law became into force on March 3, 2000 
                  to replace Alien Business Law which had been effective since 
                  November 26, 1972. FBA also specifies which business activities 
                  are prohibited to foreign investors and restrict foreign participation 
                  in certain business areas. If the activities that foreigners 
                  intend to operate are not under restricted businesses, it is 
                  possible to establish wholly foreign-owned company for such 
                  activities. There 
                    are other possibilities available for foreigners to operate 
                    100 percent foreign owned company in Thailand: 
 | 
               
                | * | a 
                  branch of foreign companies | 
               
                | * | a 
                  promoted company in accordance with either the Investment Promotion 
                  Act, the Industrial Estate Authority of Thailand Act, or other 
                  laws | 
               
                | * | a 
                  company owned by U.S. citizens by virtue of the Treaty of Amity 
                  and Economic Relation | 
               
                |  | However, a company is required to meet requirements differently 
                  on each choice mentioned above.
 |