Exhibit 10.13 (D)


    EXHIBIT
      10.13 (D)

    


    


    Promissory
      Note

    


    


    Amount:

    U.S.
      $
      500,000.00

     

    

      
        	
                Name
                  of Debtor:  

              	
                Mamdouh
                  & Basem Philipco

              
	 	
                Greaters
                  for Nile Tourism

              
	 	 
	
                Address
                  of Debtor: 

              	
                Nefertari
                  Street Luxor, Egypt

              


      



    On
      or
      before March 15, 2007, we the Debtors shall pay to the order of the Creditor,
      Sonesta International Hotels Limited, whose address is c/o Sonesta International
      Hotels Corporation, 116 Huntington Avenue, Boston, Massachusetts, U.S.A., by
      virtue of this promissory note, the sum stated above, which is Five Hundred
      Thousand United States Dollars (U.S. $500,000.00), 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 12% (twelve 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
      on
      February 15, 2006

     

    
      
        	
                Debtors:

              	
                Mamdouh
                  & Basem Philipco

              	
                Greaters
                  for Nile Tourism

              
	 	 	 
	
                By:

              	
                /S/__________________________________

              	
                /S/__________________________________

              
	 	 	 
	
                Name:

              	
                Mamdouh
                  Philippe Megalaa

              	
                Mamdouh
                  Philippe Megalaa

              
	 	 	 
	
                Title:

              	
                President

              	
                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
      on
      February 15, 2006

     

    

      
        	
                Guarantor:    

              	
                Mamdouh
                  Philippe Megalaa

              
	
                By:

              	
                /S/__________________________________