Thai Military Bank, Plc.

                               Letter of Guarantee

                                                                     Head Office
                                                                 August 30, 2002

         We, King Power Duty 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  this  Letter  of
Guarantee to Thai Military Bank, Plc.,  hereinafter  referred to as the `Bank, `
with the following terms and conditions:

         1. Whereas Bank granted King Power International Co., Ltd., hereinafter
referred  to as  `Borrower,'  credit  facilities  in the  form  of  loans,  bank
overdraft,   sale  of  promissory  note  with  discount,  letter  of  guarantee,
endorsement of notes,  guarantee of other sums in connection with notes,  letter
of credits, trustee sheet, packing credits,  commercial instruments,  credits in
the form of  foreign  banking  or any types of  credits,  and in the event  that
Borrower  is  liable to pay Bank any sums or have its  property  seized by Bank,
Guarantor  shall  guarantee  all types of debts of  Borrowers  existing  now and
hereafter up to  100,000,000.00  (one hundred million baht). As joint obligator,
Guarantor  agrees  to  guarantee  unlimited  liabilities,  interest  accumulated
thereon,  compensation,  insurance premium, other encumbrances under instruments
of indebtedness.

         2. In the event  that  Borrower  defaults  on  payment  for any  reason
whatsoever,  becomes  bankrupt,  incompetent,  disappears,  moves  away that its
whereabouts  are  unknown,  or any  incidents  occurred  resulting  in Bank  not
receiving payment, Guarantor shall, as joint obligator, pay the sums still owing
plus the  interest  accumulated  thereon at default  rate,  which is 14.25 % per
annum at  present,  subject  to  alteration  as Bank deems  appropriate  -Bank's
announcement  on interest rates and discounts - and Guarantor  shall accept such
alteration without the need to be notified.

         3. In the event of any claim  for such sum under  Letter of  Guarantee,
Bank may,  as it deems  appropriate,  meet its  obligations  thereunder  without
notifying or seeking prior approval of Guarantor,  and Guarantor shall, as joint
obligator,  unconditionally  indemnify  Bank for  such  sum  plus  the  interest
accumulated thereon at the rate specified under Cl. 2., including fees, damages,
and other expenses.

         4. Any renewal of overdraft agreement or any agreements mentioned under
Cl.1.  or extension of time for  repayment  granted to Borrower with out without
any notice shall always be approved by Guarantor  and shall not be put up as the
grounds for discharging Guarantor's obligations hereunder.

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         5.  Guarantor  shall  waive its right to make Bank  enforce  payment on
Borrower first.  Such waiver shall not prejudice Bank's right to enforce sale of
property or estate of Borrower or its assigns or successors  first as Bank deems
appropriate.  If Bank cannot recover the total sum,  Guarantor shall make up the
shortfall,  including the court fee,  legal fee and other expenses in connection
with such recovery.  This provision shall apply whether Bank notifies  Guarantor
or not and it shall also apply even if Bank does not demand from,  claim or take
legal proceedings against Guarantor, Borrower, estate of Borrower or its assigns
or successors.

         6.  Bank  reserves  the  right to claim or not to claim  against  or to
release  any  Guarantor  from its  obligations  without  the need to seek  prior
consents from other  Guarantors  and in this case,  the latter shall continue to
assume all liabilities.

         7. This Guarantee  shall be valid and shall not be withdrawn so long as
Borrower still owes Bank. In the event that Borrower  performed any acts through
misunderstanding,  without proper authority or while being  incompetent that the
obligations under Cl. 1 is not binding upon Borrower, Guarantor shall assume all
liabilities whether it is aware of the facts at the time of making the Agreement
or not.

         8.  Although  Bank has  performed  any acts  resulting in Guarantor not
being able to assume all or some of the rights  under  mortgage or pledge or any
preferential  rights  granted by  Borrower to Bank now or  hereafter,  Guarantor
shall not be discharged from its obligations wholly or partially.

         9. In the event that  Borrower  dies and Bank fails to enforce  payment
against estate and obligations of Borrower,  its heirs and successors within one
year from the time of Borrower's  death,  Guarantor  still has to repay Bank the
sums still  owing in full  without  putting up defense on the  grounds of end of
prescribed time for actions.

         10.  Any  property  put up with  any  branch  of Bank by  Guarantor  as
security for any of its own debts or other persons' debts shall also be regarded
as security for the debts hereunder.

         11. Guarantor shall consent to Bank debiting from Guarantor's  accounts
of any type with Bank or from any sums due to  Guarantor  and apply the same for
repayment hereunder.

         12.  Guarantor shall notify Bank in writing of any change of address of
its office within 7 days. Any communications,  demands,  notices or letters sent
to the above  address or new address by mail or any method  shall be regarded as
duly delivered to Guarantor.

         13.  To   secure   its   obligations   hereunder,   Guarantee   put  up
________________________________  with  Bank  until  the  latter  receives  full
payment.

<PAGE>

         14. Guarantor agrees that Bank may disclose Guarantor's  information on
Credits (financial  statements,  records, etc for loan origination) existing now
and  hereafter  to juristic  entities in credit  information  business and other
juristic  entities  described  under  Credit  Information  Act and allow them to
disclose the same to financial  institutions  which are members.  This provision
shall apply to credit information existing now and hereafter.

         Guarantor  fully  understands  this  Agreement.   In  witness  whereof,
Guarantor has affixed its signature hereunto in the presence of the witnesses on
the date written above.

                                    -Signed-                           Guarantor
                           (Mr. Viratana Suntaranond)
                               Authorized Director
                    (Seal of King Power Duty Free Co., Ltd.)

                                    -Signed-                            Witness

                                    -Signed-                            Witness
                            (Mr. Somsak Trakanphong)