Exhibit 10.13 (A)


    

      EXHIBIT
        10.13 (a)

      


      


      


      June
        1,
        2005

      


      Mamdouh
        Philippe, President

      Mamdouh
        & Basem Philipco

      Nefertari
        Street

      Luxor,
        Egypt

      


      RE: Loan
        Agreement: U.S. $800,000.00

      


      Dear
        Mr.
        Philippe:

      


      This
        letter agreement shall be deemed a Loan Agreement under which Sonesta
        International Hotels Limited (“Sonesta”) will advance the sum of U.S.
        $800,000.00 to Mamdouh & Basem Philipco, “Owner” of Sonesta St. George
        Hotel, Luxor (the “Hotel”).

      


      Amount
        of Loan:
        U.S.
        $800,000.00, to be advanced on or about June 15, 2005 (the “Loan”). (A portion
        of the Loan may have been advanced on or about June 3, 2005.)

      


      Purpose:
        To
        assist Owner with financing the cost of completing that certain Nile River
        cruise vessel to be known as “Sonesta St. George I” and preparing it for sailing
        under management by Sonesta under the terms of a management contract dated
        as of
        June 1, 2005 (“Management Agreement”).

      


      Repayment
        of Loan:
        The
        Loan shall be repaid to Sonesta International Hotels Limited (“Lender”), in
        currency of the United States, in ten (10) monthly installments, each of
        which
        shall be due and payable on the first day of each calendar month. The first
        monthly payment shall be due and payable October 1, 2005. (The attached
“Repayment Schedule” reflects the monthly repayment of the Loan, together with
        interest at the Interest Rate.)

      


      Interest
        Rate:
        The
        Loan shall be repaid, together with interest at the “Interest Rate”, which shall
        be equal to 6% per annum (the current Prime Rate).

      


      Default
        Rate/Charges:
        In the
        event that the Loan is not repaid in accordance with this letter agreement,
        or
        if any portion of the Loan, or Loan interest, remains unpaid as of August
        1,
        2006, interest shall accrue on the amount of the Loan, and interest, then
        outstanding at the rate of eight percent (8%) per annum. Borrower shall also
        be
        responsible for reimbursing Lender for any costs Lender incurs in enforcing
        this
        letter agreement, including reasonable attorney’s fees.

      


      Authority
        of Lender, as Operator, to Make Payments:
        Borrower, as Owner of the Hotel, hereby authorizes and instructs Lender,
        as
        Operator of the Hotel, to repay the Loan, in accordance with this letter
        agreement, from the income of the Hotel, and to charge any such amounts used
        to
        repay the Loan, or to pay interest thereon, to the Owner’s account.

       

      Prepayment: Borrower
        may prepay the Loan, and interest thereon, at any time without charge or
        penalty.

      


      


      In
        Witness Whereof, the parties have set their hands and seals as of this June
        1,
        2005.

      


       

      
        
          	
                  Borrower:

                	
                  Lender:

                
	
                  Mamdouh
                    & Basem Philipco

                	
                  Sonesta
                    International Hotels Limited

                
	 	 
	
                  By: 
                    /S/

                	
                  By:
                    /S/

                
	 	
                  Mamdouh
                    Philippe Megalaa

                	 	
                  Boy
                    A.J. van Riel

                
	 	
                  President

                	 	
                  Vice
                    President & Treasurer

                


        

      

      
 

      


      GUARANTY

      


      The
        undersigned, Mamdouh Philippe Megalaa, individually, agrees, jointly and
        severally, to guaranty the obligations of the Borrower, Mamdouh & Basem
        Philipco, under the above loan letter agreement. The Creditor shall have
        the
        right to demand payment from me, on a several basis, without need for first
        demanding payment from the Debtor.

      


      

        
          	
                  By:
                    /S/

                
	 	
                  Mamdouh
                    Philippe Megalaa

                


        



      
      

      Date: June
        1,
        2005