Exhibit 10.13 (B)


     

     

    
      

        EXHIBIT
          10.13 (B)

        


        


        Promissory
          Note

        


        


        Amount:

        U.S.
          $
          800,000.00

        

          
            	
                    Name
                      of Debtor:  

                  	
                    Mamdouh
                      & Basem Philipco

                  
	 	 
	
                    Address
                      of Debtor: 

                  	
                    Nefertari
                      Street Luxor, Egypt

                  


          



        Name
          of
          Debtor: Mamdouh
          & Basem Philipco 

        


        Address
          of Debtor: Nefertari
          Street Luxor, Egypt

        


        On
          or
          before August 1, 2006, we the Debtor shall pay to the order of the Creditor,
          Sonesta International Hotels Limited, whose address is c/o Sonesta International
          Hotels Corporation, 116 Huntington Avenue, Floor 9, Boston, Massachusetts,
          U.S.A., by virtue of this promissory note, the sum stated above, which
          is Eight
          Hundred Thousand United States Dollars (U.S. $800,000.00), as we received
          such
          value in cash. Payment shall be made at the address of the Creditor and
          any
          dispute arising out of this promissory note shall be settled by the Cairo
          courts.

        


        In
          the
          event that we do not make full and timely payment, the full outstanding
          amount
          shall automatically bear a delay interest of 8% (eight percent) annually,
          accruing from the due date until the date of full payment, without need
          for any
          notice, procedure, or protest.

        


        The
          Creditor shall have the right to assign this promissory note at its discretion,
          without need for our consent. Our liability for the amount set forth in
          this
          promissory note shall be released only after the Creditor, or its assignee,
          endorses this promissory note to the effect that it has received payment
          in full
          and has delivered the original promissory note to us.

        


        Made
          as
          of June 1, 2005

         

        

          
            	
                    Debtor:

                  	
                    Mamdouh
                      & Basem Philipco

                  
	 	 
	
                    By:

                  	
                    /S/__________________________________

                  
	 	 
	
                    Name:

                  	
                    Mamdouh
                      Philippe Megalaa

                  
	 	 
	
                    Title:

                  	
                    President

                  


          

        

        


         

        I
          hereby
          jointly and severally guarantee the payment of the above-mentioned amount.
          The
          Creditor shall have the right to demand payment from me, on a several basis,
          without need for first demanding payment from the Debtor.

        


        Made
          as
          of June 1, 2005

        


        Guarantor: Mamdouh
          Philippe Megalaa

        By:
          /S/ __________________________________