(Translation)

                        Application for Credit Facilities

                                       Made at Krung Thai Bank, Plc. Head Office

                                       on October 29, 2002

         We, King Power Tax Free Co., Ltd.,  nationality:  Thai,  address:  27th
Floor, Siam Tower Building, 989 Rama I Road, Pathum Wan Sub-district, Pathum Wan
District,  Bangkok  Metropolis,   10330,  Tel.  0-2658-0020,   Taxpayer  ID  No.
3101901467,  business:  sale of duty-free  goods,  owner of current  account No.
000-6-11936-0 at Krung Thai Bank, Plc., Nana Nuea Branch,  hereby apply to Krung
Thai Bank, Plc. Head Office for credit facilities as follows:

         1.       Letter of  Guarantee to the value of  150,000,000.-  baht (one
                  hundred and fifty million baht).
         2.       Such sum shall be put up as  security  in favor of the Airport
                  Authority of Thailand,  Metropolitan Electricity Authority and
                  Provincial Electricity Authority

         3.       We hereby put in pledge the right to withdraw 20% of the money
                  from Fixed Deposit Account No. 000-2-25781-5.  The pledged sum
                  shall be accumulated  according to the money being used.  King
                  Power  Duty-Free Co., Ltd. and King Power  International  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 Tax Free Co., Ltd.
(Seal of King Power Tax Free Co., Ltd.)


<PAGE>

                                    Duplicate

                    Guarantee Agreement (Letter of Guarantee)
                    -----------------------------------------

                                               Krung Thai Bank, Plc. Head Office

                                               October 29, 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 Tax Free Co., Ltd.'s  request,  Bank shall
issue a Letter of Guarantee to the value of 150,000,000.00 baht (one hundred and
fifty million baht) to secure the  obligations  of King Power Tax Free Co., Ltd.
to third parties.

         Guarantor hereby  guarantees that in the event that King Power Tax 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 Tax Free Co., Ltd.

         2. In the  event  that  Bank  grants  King  Power  Tax 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. Vichai Raksriaksorn)

                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)

<PAGE>

                                    Duplicate

                   Guarantee Agreement (Letter of Guarantee)

                                               Krung Thai Bank, Plc. Head Office

                                               October 29, 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 Tax Free Co., Ltd.'s  request,  Bank shall
issue a Letter of Guarantee to the value of 150,000,000.00 baht (one hundred and
fifty million baht) to secure the  obligations  of King Power Tax Free Co., Ltd.
to third parties.

         Guarantor hereby  guarantees that in the event that King Power Tax 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 Tax Free Co., Ltd.

         2. In the  event  that  Bank  grants  King  Power  Tax 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 29, 2002

We, King Power International Co., Ltd.,  nationality:  Thai, address: Siam Tower
Building,  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 Tax Free Co., Ltd.'s  request,  Bank shall
issue a Letter of Guarantee to the value of 150,000,000.00 baht (one hundred and
fifty million baht) to secure the  obligations  of King Power Tax Free Co., Ltd.
to third parties.

         Guarantor hereby  guarantees that in the event that King Power Tax 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 Tax Free Co., Ltd.

         2. In the  event  that  Bank  grants  King  Power  Tax 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 29, 2002

We,  King Power Duty Free Co.,  Ltd.,  nationality:  Thai,  address:  Siam Tower
Building,  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 Tax Free Co., Ltd.'s  request,  Bank shall
issue a Letter of Guarantee to the value of 150,000,000.00 baht (one hundred and
fifty million baht) to secure the  obligations  of King Power Tax Free Co., Ltd.
to third parties.

         Guarantor hereby  guarantees that in the event that King Power Tax 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 Tax Free Co., Ltd.

         2. In the  event  that  Bank  grants  King  Power  Tax 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 Duty Free Co., Ltd.)
(Seal of King Power Duty Free Co. Ltd.)
                                    -Signed-                           Witness
                               (Mrs. Suree Phonak)

                                    -Signed-                           Witness
                          (Mrs. Acharaphorn Wongbunrod)