Application for Credit Facilities

                                       Made at Krung Thai Bank, Plc. Head Office

                                       on October 9, 2002

         We,  King  Power  Duty  Free Co.,  Ltd.,  nationality:  Thai,  address:
26th-27th Floor, Siam Tower Building, 989, Rama I Road, Pathum Wan Sub-district,
Pathum Wan  District,  Bangkok  Metropolis  10330,  Taxpayer ID No.  3011695180,
business: sale of duty-free goods, owner of current account No. 000-6-11662-0 at
Krung Thai Bank,  Plc. Head Office,  hereby apply to Krung Thai Bank,  Plc. Head
Office for credit facilities as follows:


         1.       an additional  guarantee of 530,000,000.- baht to the existing
                  guarantee of 20,000,000.00  baht,  making up a total guarantee
                  of 550,000,000.- baht (five hundred and fifty million baht) in
                  the form of Letter of Guarantee.

         2.       Such sum shall be put up as  security  in favor of the Airport
                  Authority of Thailand, Customs Department,  Excise Department,
                  Electricity Generating Authority of Thailand.

         3.       We hereby put in pledge the right to withdraw 20% of the money
                  from Fixed Deposit Account No. 000-2-24530-5.  The pledged sum
                  shall be accumulated  according to the money being used.  King
                  Power  International Co., Ltd., King Power Tax Free Co., Ltd.,
                  Mr. Vichai  Raksriaksorn  and Mr. Viratana  Suntaranond  shall
                  guarantee such sum.

         At present,  we owe Krung Thai Bank, Plc. and other banks the following
sums:

-------------------------- ------------------- ------------- -------------------
          Bank               Type of Credit      Sum owing         Security
-------------------------- ------------------- ------------- -------------------
            -                      -                -                 -
-------------------------- ------------------- ------------- -------------------
            -                      -                -                 -
-------------------------- ------------------- ------------- -------------------
            -                      -                -                 -
-------------------------- ------------------- ------------- -------------------

         We hereby  declare that the above details are true in all respects.  If
the Bank grants Credit  Facilities to us, we shall  strictly  comply with Bank's
regulations and wishes.

          -Signed-                               Applicant for Credit Facilities
King Power Duty Free Co., Ltd.

(Seal of King Power Duty Free Co., Ltd.)

<PAGE>

                           Memorandum of Understanding

                                       Made at Krung Thai Bank, Plc. Head Office

                                       on October 9, 2002


         In response to Application for Credit  Facilities,  dated September 13,
2001,  Krung Thai Bank, Plc. has granted King Power Duty Free Co., Ltd. a credit
of  20,000,000.-  baht (twenty million baht) in the form of Letter of Guarantee.
Such sum is secured by the sum of 6,000,000.- baht (30% of the balance) in Fixed
Deposit Account No.  000-2-24530-2,  and guaranteed by King Power  International
Co., Ltd., Mr. Vichai Raksriaksorn and Mr. Viratana Suntaranond in full.

         Now, it is mutually agreed as follows:

         1. an  additional  guarantee  of  530,000,000.-  baht  to the  existing
guarantee  of  20,000,000.-  baht shall be  granted,  making up a  guarantee  of
550,000,000.- baht in the form of Letter of Guarantee;

         2. The total sum shall be guaranteed by King Power Tax Free Co., Ltd.

         We, King Power International Co., Ltd., Mr. Vichai Raksriaksorn and Mr.
Viratana Suntaranond, Guarantor under Guarantee Agreement (Letter of Guarantee),
dated September 13, 2001,  hereby agree to guarantee the obligations  hereunder.
The other terms and conditions of the Letter of Guarantee,  dated  September 13,
2001, shall remain the same.

         This  Memorandum  of  Understanding  shall be regarded as a part of the
said  Application  for Credit  Facilities  and Letter of  Guarantee.  In witness
whereof,  Applicant and Guarantor have affixed their signatures  hereunto in the
presence of the witnesses on the date written above.

                                      -Signed-                         Applicant
                         (King Power Duty Free Co., Ltd)
                                        (Seal of King Power Duty Free Co., Ltd.)

       -Signed-          Guarantor             -Signed-                Guarantor
(Mr. Vichai Raksriaksorn)             (Mr. Viratana Suntaranond)

                                      -Signed-                         Applicant
                       (King Power International Co., Ltd)
                                     (Seal of King Power International Co. Ltd.)

       -Signed-          Guarantor             -Signed-                Guarantor
 (Mrs. Suree Phonak)                (Mrs. Acharaphorn Wongbunrod)

<PAGE>

                                    Duplicate

                    Guarantee Agreement (Letter of Guarantee)

                                               Krung Thai Bank, Plc. Head Office

                                               October 9, 2002

I, Mr. Vichai  Raksriaksorn,  age: 44, race: Thai,  nationality:  Thai, address:
House No. 20, Sukhumvit 64 Lane, Bang Chak Sub-district,  Phra Khanong District,
Bangkok  Metropolis,  hereinafter  referred to as the `Guarantor,'  hereby issue
Krung Thai Bank, Plc.,  hereinafter  referred to as the `Bank,' with this Letter
of Guarantee with the following terms and conditions:

         1. In response to King Power Duty Free Co., Ltd.'s request,  Bank shall
issue a Letter of Guarantee to the value of  530,000,000.00  baht (five  hundred
and thirty million baht) to secure the  obligations of King Power Duty Free Co.,
Ltd. to third parties.

         Guarantor hereby guarantees that in the event that King Power Duty Free
Co., Ltd. fails to pay any sums to third parties that Bank has to pay such sums,
Guarantor  shall,  as joint  obligator,  pay Bank such  sums  plus the  interest
accumulated  thereon  at the rate of 14.50 % per annum,  court  fee,  legal fee,
damages and other  costs in full and that Bank need not demand for payment  from
King Power Duty Free Co., Ltd.

         2. In the event  that  Bank  grants  King  Power  Duty  Free Co.,  Ltd.
extension  of time for  repayment  or  renewal  of Letter of  Guarantee  with or
without any notice,  Guarantor shall always consent to such extension or renewal
and shall not put up the same as the grounds for discharging its liabilities.

         3. Guarantor  agrees that in the event that Bank intends to enforce any
payment hereunder the hearing shall take place at the Civil Court of Bangkok.

         4.  Guarantor   shall   indemnify  and  hold  Bank  harmless  from  any
liabilities, losses or damages until Bank is repaid in full.

         5. In the event that the  proceeds  from the  enforcement  of mortgage,
pledge,  security and sale of property in connection  therewith are insufficient
to pay debts,  Bank may seize the  property  of  Guarantor  to enforce  complete
payment.

         Guarantor fully  understands the content  hereof.  In witness  whereof,
Guarantor has affixed his signature hereunto in the presence of the witnesses.


                                    -Signed-                           Guaranton
                            (Mr. Vichai Raksriaksorn)

                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)

                                    Duplicate

<PAGE>

                    Guarantee Agreement (Letter of Guarantee)

                                               Krung Thai Bank, Plc. Head Office

                                               October 9, 2002

I, Mr. Viratana Suntaranond,  age: 61, race: Thai,  nationality:  Thai, address:
House No. 96/2, Anusawari Sub-district,  Bang Khen District, Bangkok Metropolis,
hereinafter  referred to as the `Guarantor,' hereby issue Krung Thai Bank, Plc.,
hereinafter  referred to as the `Bank,' with this Letter of  Guarantee  with the
following terms and conditions:

         1. In response to King Power Duty Free Co., Ltd.'s request,  Bank shall
issue a Letter of Guarantee to the value of  530,000,000.00  baht (five  hundred
and thirty million baht) to secure the  obligations of King Power Duty Free Co.,
Ltd. to third parties.

         Guarantor hereby guarantees that in the event that King Power Duty Free
Co., Ltd. fails to pay any sums to third parties that Bank has to pay such sums,
Guarantor  shall,  as joint  obligator,  pay Bank such  sums  plus the  interest
accumulated  thereon  at the rate of 14.50 % per annum,  court  fee,  legal fee,
damages and other  costs in full and that Bank need not demand for payment  from
King Power Duty Free Co., Ltd.

         2. In the event  that  Bank  grants  King  Power  Duty  Free Co.,  Ltd.
extension  of time for  repayment  or  renewal  of Letter of  Guarantee  with or
without any notice,  Guarantor shall always consent to such extension or renewal
and shall not put up the same as the grounds for discharging its liabilities.

         3. Guarantor  agrees that in the event that Bank intends to enforce any
payment hereunder the hearing shall take place at the Civil Court of Bangkok.

         4.  Guarantor   shall   indemnify  and  hold  Bank  harmless  from  any
liabilities, losses or damages until Bank is repaid in full.

         5. In the event that the  proceeds  from the  enforcement  of mortgage,
pledge,  security and sale of property in connection  therewith are insufficient
to pay debts,  Bank may seize the  property  of  Guarantor  to enforce  complete
payment.

         Guarantor fully  understands the content  hereof.  In witness  whereof,
Guarantor has affixed his signature hereunto in the presence of the witnesses.


                                    -Signed-                           Guarantor
                           (Mr. Viratana Suntaranond)

                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)


<PAGE>

                                    Duplicate

                    Guarantee Agreement (Letter of Guarantee)

                                               Krung Thai Bank, Plc. Head Office

                                               October 9, 2002

We, King Power International Co., Ltd., Thai,  nationality:  Thai, address: 989,
Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,
hereinafter  referred to as the `Guarantor,' hereby issue Krung Thai Bank, Plc.,
hereinafter  referred to as the `Bank,' with this Letter of  Guarantee  with the
following terms and conditions:

         1. In response to King Power Duty Free Co., Ltd.'s request,  Bank shall
issue a Letter of Guarantee to the value of  530,000,000.00  baht (five  hundred
and thirty million baht) to secure the  obligations of King Power Duty Free Co.,
Ltd. to third parties.

         Guarantor hereby guarantees that in the event that King Power Duty Free
Co., Ltd. fails to pay any sums to third parties that Bank has to pay such sums,
Guarantor  shall,  as joint  obligator,  pay Bank such  sums  plus the  interest
accumulated  thereon  at the rate of 14.50 % per annum,  court  fee,  legal fee,
damages and other  costs in full and that Bank need not demand for payment  from
King Power Duty Free Co., Ltd.

         2. In the event  that  Bank  grants  King  Power  Duty  Free Co.,  Ltd.
extension  of time for  repayment  or  renewal  of Letter of  Guarantee  with or
without any notice,  Guarantor shall always consent to such extension or renewal
and shall not put up the same as the grounds for discharging its liabilities.

         3. Guarantor  agrees that in the event that Bank intends to enforce any
payment hereunder the hearing shall take place at the Civil Court of Bangkok.

         4.  Guarantor   shall   indemnify  and  hold  Bank  harmless  from  any
liabilities, losses or damages until Bank is repaid in full.

         5. In the event that the  proceeds  from the  enforcement  of mortgage,
pledge,  security and sale of property in connection  therewith are insufficient
to pay debts,  Bank may seize the  property  of  Guarantor  to enforce  complete
payment.

         Guarantor fully  understands the content  hereof.  In witness  whereof,
Guarantor has affixed his signature hereunto in the presence of the witnesses.


                                    -Signed-                           Guarantor
                       (King Power International Co. Ltd.)
(Seal of King Power International Co., Ltd.)

                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)

<PAGE>

                                    Duplicate

                    Guarantee Agreement (Letter of Guarantee)

                                               Krung Thai Bank, Plc. Head Office

                                               October 9, 2002

We, King Power Tax Free Co., Ltd., nationality: Thai, address: 989, Rama I Road,
Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,  hereinafter
referred to as the `Guarantor,' hereby issue Krung Thai Bank, Plc.,  hereinafter
referred to as the  `Bank,'  with this Letter of  Guarantee  with the  following
terms and conditions:

         1. In response to King Power Duty Free Co., Ltd.'s request,  Bank shall
issue a Letter of Guarantee to the value of  530,000,000.00  baht (five  hundred
and thirty million baht) to secure the  obligations of King Power Duty Free Co.,
Ltd. to third parties.

         Guarantor hereby guarantees that in the event that King Power Duty Free
Co., Ltd. fails to pay any sums to third parties that Bank has to pay such sums,
Guarantor  shall,  as joint  obligator,  pay Bank such  sums  plus the  interest
accumulated  thereon  at the rate of 14.50 % per annum,  court  fee,  legal fee,
damages and other  costs in full and that Bank need not demand for payment  from
King Power Duty Free Co., Ltd.

         2. In the event  that  Bank  grants  King  Power  Duty  Free Co.,  Ltd.
extension  of time for  repayment  or  renewal  of Letter of  Guarantee  with or
without any notice,  Guarantor shall always consent to such extension or renewal
and shall not put up the same as the grounds for discharging its liabilities.

         3. Guarantor  agrees that in the event that Bank intends to enforce any
payment hereunder the hearing shall take place at the Civil Court of Bangkok.

         4.  Guarantor   shall   indemnify  and  hold  Bank  harmless  from  any
liabilities, losses or damages until Bank is repaid in full.

         5. In the event that the  proceeds  from the  enforcement  of mortgage,
pledge,  security and sale of property in connection  therewith are insufficient
to pay debts,  Bank may seize the  property  of  Guarantor  to enforce  complete
payment.

         Guarantor fully  understands the content  hereof.  In witness  whereof,
Guarantor has affixed his signature hereunto in the presence of the witnesses.


                                    -Signed-                           Guarantor
                         (King Power Tax Free Co., Ltd.)
(Seal of King Power Tax Free Co., Ltd.)

                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)