BANGKOK FIRST INVESTMENT & TRUST PUBLIC COMPANY LIMITED

                        Application for Credit Facilities

No. 008/44
                                                Made at Bangkok First Investment
                                                  & Trust Public Company Limited

                                                                20 November 2001


We, King Power Duty Free Co., Ltd., by Mr. Vichai  Raksriaksorn  or Mr. Viratana
Suntaranond,  the Directors empowered to sign binding the Company,  with offices
at  26th  &  27th  Floors,  Siam  Tower,  No.  989,  Rama  I  Road,  Pathum  Wan
Sub-district,  Pathum Wan District, Bangkok Metropolis,  would like to apply for
credit  facilities from Bangkok First Investment & Trust Public Company Limited,
hereinafter called the "Company," for Baht  60,000,000.00  (Sixty Million Baht),
by  issuance  of one or  several  promissory  notes,  as the case may be, to the
Company  as  evidence,  and  agree to pay  interest  for every  promissory  note
according to the floating  interest rate, based on BBL's MLR + 1.50% p.a., which
at the time of making this application is 7.25% p.a.  Therefore,  as at the date
of making this application form, the interest rate for the loan we shall receive
is 8.75% p.a. We agree to pay interest to the Company on monthly  basis,  on the
Company's  normal  working  days,  the  last day of the  month  and the due date
according to the promissory note. If the Company has not received payment of the
principal and/or interest  according to such one or several  promissory notes on
due date and/or when the Company requests for such payment,  as the case may be,
we consent to pay the amount  indicated on every promissory note to the Company,
together with interest at the default  interest rate  according to the Company's
announcement  on  interest  rates,  namely 19% p.a.  The  Company  may  announce
adjustment  of such  interest  rate to be  higher  or lower in the  future.  The
calculation  of  interest  at  default  interest  rate shall  commence  the date
following the due date of payment of interest  and/or the due date of every such
promissory  note and/or the due date that the Company has  requested for payment
until the payment is made in full.

In case the  Company  notifies  any  change  of  interest  rate  for the  credit
facilities by issuance of call  promissory  note to be higher or lower according
to the financial market condition, we agree to pay interest at the interest rate
specified  on  every  promissory  note,  from  the  date of issue to the date of
announcement  of change of  interest  rate to the Company  forthwith,  and shall
issue a new promissory note indicating the same amount,  but change the interest
rate as notified by the Company, and submit it to the Company as replacement.

In case Bangkok Bank Public Company  Limited may announce BBL's MLR specified in
each  promissory  note to be  higher or lower at any time,  the  Company  is not
required  to  notified  us, and we agree to pay the new  interest  rate plus one
point five percent (BBL's MLR + 1.50% p.a.) to the Company accordingly.

<PAGE>

In case such one or several  promissory notes become due and/or upon request for
payment by the Company,  we agree to pay the outstanding  principal and interest
to the Company forthwith.  In case we wish to continue to make use of the credit
facilities,  with the  Company's  consent,  we shall issue new  promissory  note
indicating the particulars,  amount,  interest rate and due date as specified by
the Company,  and submit the same to the Company as replacement,  and consent to
proceed in this manner  until we shall  perform the  obligations  to the Company
accordingly.  However,  we agree  to  perform  the  obligations  to the  Company
accordingly by 31 May 2002.

In case the outstanding  interest for the above credit facilities  appears to be
over one year, we consent the Company to accumulate the same to the principal on
yearly basis, and interest shall be charged to the total  accumulated  amount at
the default  interest rate  according to the Company's  announcement  of default
interest rate in the first paragraph.

In calculation of the above interest,  we agree and acknowledge that the Company
shall apply the basis of 1 year = 365 days.

As guarantee for obtaining the credit  facilities from the Company,  we agree to
proceed as follows :

1.       To have Mr. Vichai Raksriaksorn and Mr. Viratana  Suntaranond,  jointly
         and on behalf of each other,  guarantee  the credit  facilities we have
         received for Baht 60,000,000.00 (Sixty Million Baht);

2.       To have King Power Tax Free Co., Ltd.  guarantees the credit facilities
         we have received for Baht 60,000,000.00 (Sixty Million Baht); and

3.       To pledge the  promissory  note,  issued by Bangkok First  Investment &
         Trust Public Company Limited,  for Baht  25,000,000.00  (Twenty Million
         Baht) to the Company.

We agree to make payment under this application at the Company's offices, during
the normal  working hours.  If the date of payment falls on a holiday,  we shall
make the payment on the date preceding the said holiday.

All  correspondence  and  documents  that the Company has forwarded to us at the
above address, be it by hand delivery or by registered or regular mail, it shall
be deemed as having been duly received,  whether there is a recipient or not. In
case of change of address, we shall notify the Company in writing promptly.

All covenants given in this application  shall be deem as our intent to bind and
comply with in all respect.

As evidence, we hereunder sign our name in the presence of witnesses on the date
indicated above.

<PAGE>

(Company Seal Affixed)             - Signed -                          Applicant
                        (King Power Duty Free Co., Ltd.)

                                   - Signed -                          Witness
                           (Mr. Thanasarn Amphathemi)

                                   - Signed -                          Witness
                        (Miss Laddawan Wiwattanakulwanit)

<PAGE>

             BANGKOK FIRST INVESTMENT & TRUST PUBLIC COMPANY LIMITED

                                Pledge Agreement

                                                Made at Bangkok First Investment
                                                  & Trust Public Company Limited

                                                                20 November 2001

We, King Power Duty Free Co.,  Ltd.,  Thai  nationality,  with offices at 26th &
27th Floors,  Siam Tower, No. 989, Rama I Road, Pathum Wan Sub-district,  Pathum
Wan District,  Bangkok  Metropolis,  hereinafter  called the "Pledgor," agree to
make this Pledge  Agreement to Bangkok First  Investment & Trust Public  Company
Limited, with offices at 23rd floor, Bangkok Insurance/YWCA  Building, 25 Sathon
Tai Road,  Thung Mahamek  Sub-district,  Sathon  District,  Bangkok  Metropolis,
hereinafter   called  the  "Pledgee,"  as  collateral  for  our  performance  of
obligations.

1.       Whereas the Pledgee  has agreed to grant the credit  facilities  to the
         Pledgor in any form,  either  before,  on or after the signing  date of
         this  agreement,  on one  or  several  occasions,  for  an  amount  not
         exceeding Baht  15,000,000.00  (Fifteen  Million Baht), and the Pledgor
         agrees  that  performance  of  obligations  shall be  according  to the
         agreement made to the Pledgee for each type of the credit facilities.

         As guarantee  that the Pledgee shall  receive  payment of the principal
         and interest  from granting the above credit  facilities  in full,  the
         Pledgor agrees to pledge the promissory  note, which the Pledgor is the
         recipient of the fund thereof,  to the Pledgee, by endorsing the pledge
         on the promissory  note,  either one or several  promissory  notes, and
         submit each and every  promissory  note to the Pledgee for retention on
         the date of signing of this  agreement,  and  whether  the  Pledgor has
         signed each and every  promissory  note or not, the Pledgor agrees that
         the  endorsement  made  thereon  shall be deemed a part of this  Pledge
         Agreement.

2.       The Pledgor agrees that each and every promissory note that the Pledgor
         has  pledged  to the  Pledgee  under  Clause  1,  with the  endorsement
         thereon,  and  submitted  to the  Pledgee on the  signing  date of this
         Pledge  Agreement,  shall  be  binding  and  the  Pledgee  may  enforce
         performance of obligations under this Pledge Agreement.

3.       The Pledgor  certifies  and confirms to the Pledgee that with regard to
         the promissory note having been pledged to the Pledgee, the Pledgor has
         the  absolute  rights  to  pledge  the  same  and  which is free of any
         encumbrance.

4.       Under any circumstances,  during the validity of this agreement, if the
         above pledged  promissory note becomes due, the Pledgor agrees that the
         Pledgee is entitled to call the issuer to make the payment accordingly,
         and the  Pledgor  waives any right to dispute  the  request for payment
         from the issuer and/or the Pledgee.  In this  respect,  The Pledgee may
         allocate  the said fund for  payment  of the  outstanding  debt and the
         accessories  thereof  that the  Pledgor has with the  Pledgee,  and the
         balance shall be refunded to the Pledgor.  If such amount appears to be
         less than the  outstanding  amount,  the Pledgor shall be liable to the
         difference thereof accordingly.

<PAGE>

         The above  rights of claim of the Pledgee  includes the rights of claim
         for payment of every newly issued  promissory  note that the issuer has
         issued to the  Pledgee as  replacement  of the one that the Pledgor has
         endorsed  and  submitted it to the Pledgee that has become due, and the
         Pledgor agrees that the pledge under this  agreement  shall be devolved
         to every newly issued promissory note that the issuer has issued to the
         Pledgee.

5.       The  Pledgor  agrees  that  the  contents  herein  shall  indicate  the
         Pledgor's  intent in notifying the pledge of each and every  promissory
         note to the issuer to acknowledge the pledge under this agreement.

The Pledgor has read and understood this agreement entirely,  and hereunder sign
the name in the  presence of witnesses  on the  witnesses on the date  indicated
above.



(Company Seal Affixed)             - Signed -                          Applicant
                        (King Power Duty Free Co., Ltd.)


                                   - Signed -                          Witness
                           (Mr. Thanasarn Amphathemi)


                                   - Signed -                          Witness
                        (Miss Laddawan Wiwattanakulwanit)



<PAGE>

             BANGKOK FIRST INVESTMENT & TRUST PUBLIC COMPANY LIMITED

                               Guarantee Contract

                                                Made at Bangkok First Investment
                                                  & Trust Public Company Limited

                                                                20 November 2001

We, the undersigned,

1.       Mr. Vichai  Raksriaksorn,  aged 43 years,  Thai race, Thai nationality,
         residing at No. 20,  Sukhumvit 64 Road,  Bang Chak  Sub-district,  Phra
         Khanong District, Bangkok Metropolis, and

2.       Mr. Viratana  Suntaranond,  aged 60 years, Thai race, Thai nationality,
         residing at No. 96/2, Village No. 4, Anusawari Sub-district,  Bang Khen
         District, Bangkok Metropolis,

hereinafter  called the "Joint  Guarantors" agree to jointly make this Guarantee
Contract to guarantee the performance of obligations of King Power Duty Fee Co.,
Ltd.,  with offices at 26th & 27th  Floors,  Siam Tower,  No. 989,  Rama I Road,
Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,  hereinafter
called the "Debtor," to Bangkok First Investment & Trust Public Company Limited,
with offices at 23rd Floor, Bangkok Insurance/YWCA Building, 25 Sathon Tai Road,
Thung Mahamek  Sub-district,  Sathon District,  Bangkok Metropolis,  hereinafter
called the "Company," as follows :

1.       Whereas the Company has granted the credit facilities to the debtor for
         an amount not exceeding Baht 60,000,000.00 (Sixty Million Baht), on one
         or several  occasions,  and the total of which not  exceeding  the said
         amount,  whether before, on or after the signing date of this Guarantee
         Contract,  and  payment  shall be made by  issuance  of one or  several
         promissory  notes and submission of the same to the Company on the date
         of receiving  the credit  facilities  from the Company,  and the debtor
         agrees to make payment  according  to the amount,  interest  rate,  the
         place, date and time as indicated on the promissory notes.

         If the  debtor  shall be unable  to make  payment  according  to one or
         several  promissory notes that the debtor has issued to the Company due
         to  whatever  reasons,  or the  debtor  has  caused  damage in any case
         related  to  such  credit  facilities,  collectively  of all  items  or
         separately, the Joint Guarantors agree to jointly and on behalf of each
         other  make  compensation  payment  to the  Company  for an amount  not
         exceeding Baht  60,000,000.00  (Sixty Million Baht),  together with the
         interest  at a rate of 19.00%  p.a.,  or at the default  interest  rate
         announced by the Company on the date of default of payment, as the case
         may be, to the Company as well as other  expenses  which may incur from
         collection  of such debt  accordingly,  upon  receipt of the  Company's
         notice.

2.       If the Company  extends  period of  performance  of  obligations to the
         debtor,  with or without  notifying the Joint  Guarantors,  it shall be
         deemed that the Joint Guarantors  consent to the same on every occasion
         and shall not cite such extension as the reason for relieving the Joint
         Guarantors' liability.

<PAGE>

3.       In case the  debtor is in  breach  of the  agreement  or  condition  on
         receiving the said credit facilities,  the Joint Guarantors shall waive
         the right to demand the Company to enforce  payment  from the  debtor's
         property  before  demanding  payment  from the  Joint  Guarantors,  and
         without  prejudice  to the right of the  Company  to demand or enter an
         action  against the debtor to perform  the  obligations  first,  as the
         Company  deems  appropriate.  In  this  case,  if the  Company  has not
         received performance of obligations in full, or has received but not in
         full  amount,  the Joint  Guarantors  consent  that such  action of the
         Company  shall be  deemed  for the  benefit  of the  Joint  Guarantors,
         therefore the guarantor agree to immediately pay the outstanding amount
         forthwith and shall reimburse all fees and expenses paid by the Company
         in this regard whether the Company has notified the Joint Guarantors in
         advance or not and though not demanding or taking legal action  against
         the Joint Guarantors jointly with the debtor.

4.       The Joint Guarantors agree that in case of change of address, the Joint
         Guarantors have the duty to notify the Company  immediately,  otherwise
         the Joint  Guarantors  shall be liable to the  damages  occurred to the
         Company as a special circumstances as well.

5.       This  guarantee  shall bind the guarantor  completely  though it may be
         cited that the debtor has entered  into the above  juristic  act due to
         misunderstanding  and whether the Joint  Guarantors  have known of such
         misunderstanding or not. The Joint Guarantor shall not be released from
         liabilities  due to the fact  that  the  Company  may  take any  action
         causing the Joint  Guarantors to not be able to subrogate,  in whole in
         part, of the rights  already given or may be given to the Company prior
         to or at the time of making this Guarantee Contract.

6.       This Guarantee Contract shall be valid to enforce the credit facilities
         that the debtor has received from the Company  before,  on or after the
         signing date  thereof,  and the Joint  Guarantors  shall not revoke the
         same until the  Company has  received  performance  of the  obligations
         under this Guarantee Contract in full.

As evidence,  the Joint  Guarantors  hereunder sign our names in the presence of
witnesses on the date indicated above.

                                   - Signed -                          Guarantor
                            (Mr. Vichai Raksriaksorn)

                                   - Signed -                          Guarantor
                           (Mr. Viratana Suntaranond)

                                   - Signed -                          Witness
                           (Mr. Thanasarn Amphathemi)

                                   - Signed -                          Witness
                        (Miss Laddawan Wiwattanakulwanit)


<PAGE>

             BANGKOK FIRST INVESTMENT & TRUST PUBLIC COMPANY LIMITED

                               Guarantee Contract

                                                Made at Bangkok First Investment
                                                  & Trust Public Company Limited

                                                                20 November 2001

We, King Power Tax Free Co.,  Ltd.,  with  offices at 26th & 27th  Floors,  Siam
Tower,  No. 989,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan  District,
Bangkok  Metropolis,  hereinafter  called  the  "Guarantor"  agree to make  this
Guarantee  Contract to guarantee the  performance  of  obligations of King Power
Duty Fee Co.,  Ltd.,  with offices at 26th & 27th Floors,  Siam Tower,  No. 989,
Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,
hereinafter  called the  "Debtor,"  to Bangkok  First  Investment & Trust Public
Company Limited, with offices at 23rd Floor, Bangkok Insurance/YWCA Building, 25
Sathon  Tai  Road,  Thung  Mahamek   Sub-district,   Sathon  District,   Bangkok
Metropolis, hereinafter called the "Company," as follows :

1.       Whereas the Company has granted the credit facilities to the debtor for
         an amount not exceeding Baht 60,000,000.00 (Sixty Million Baht), on one
         or several  occasions,  and the total of which not  exceeding  the said
         amount,  whether before, on or after the signing date of this Guarantee
         Contract,  and  payment  shall be made by  issuance  of one or  several
         promissory  notes and submission of the same to the Company on the date
         of receiving  the credit  facilities  from the Company,  and the debtor
         agrees to make payment  according  to the amount,  interest  rate,  the
         place, date and time as indicated on the promissory notes.

         If the  debtor  shall be unable  to make  payment  according  to one or
         several  promissory notes that the debtor has issued to the Company due
         to  whatever  reasons,  or the  debtor  has  caused  damage in any case
         related  to  such  credit  facilities,  collectively  of all  items  or
         separately,  the Guarantor agree to jointly and on behalf of each other
         make  compensation  payment to the Company for an amount not  exceeding
         Baht 60,000,000.00 (Sixty Million Baht),  together with the interest at
         a rate of 19.00% p.a., or at the default interest rate announced by the
         Company on the date of default of  payment,  as the case may be, to the
         Company as well as other  expenses  which may incur from  collection of
         such debt accordingly, upon receipt of the Company's notice.

2.       If the Company  extends  period of  performance  of  obligations to the
         debtor,  with or without  notifying the  Guarantor,  it shall be deemed
         that the Guarantor  consent to the same on every occasion and shall not
         cite  such  extension  as the  reason  for  relieving  the  Guarantor's
         liability.

<PAGE>

3.       In case the  debtor is in  breach  of the  agreement  or  condition  on
         receiving the said credit  facilities,  the Guarantors  shall waive the
         right to demand  the  Company  to  enforce  payment  from the  debtor's
         property  before  demanding  payment  from the  Guarantor,  and without
         prejudice  to the  right of the  Company  to  demand or enter an action
         against the debtor to perform  the  obligations  first,  as the Company
         deems  appropriate.  In this  case,  if the  Company  has not  received
         performance  of  obligations  in full,  or has received but not in full
         amount,  the Guarantor consent that such action of the Company shall be
         deemed for the benefit of the Guarantor,  therefore the guarantor agree
         to immediately pay the outstanding amount forthwith and shall reimburse
         all fees and  expenses  paid by the Company in this regard  whether the
         Company has  notified  the  Guarantor  in advance or not and though not
         demanding or taking legal action against the Guarantor jointly with the
         debtor.

4.       The  Guarantor  agree that in case of change of address,  the Guarantor
         have  the  duty  to  notify  the  Company  immediately,  otherwise  the
         Guarantor  shall be liable to the damages  occurred to the Company as a
         special circumstances as well.

5.       This  guarantee  shall bind the guarantor  completely  though it may be
         cited that the debtor has entered  into the above  juristic  act due to
         misunderstanding   and  whether  the  Guarantor   have  known  of  such
         misunderstanding  or not.  The  Guarantor  shall not be  released  from
         liabilities  due to the fact  that  the  Company  may  take any  action
         causing the Guarantor to not be able to subrogate, in whole in part, of
         the rights  already given or may be given to the Company prior to or at
         the time of making this Guarantee Contract.

6.       This Guarantee Contract shall be valid to enforce the credit facilities
         that the debtor has received from the Company  before,  on or after the
         signing date thereof, and the Guarantor shall not revoke the same until
         the Company has  received  performance  of the  obligations  under this
         Guarantee Contract in full.

As evidence,  the Guarantor hereunder sign our name in the presence of witnesses
on the date indicated above.


(Company Seal Affixed)             - Signed -                          Guarantor
                         (King Power Tax Free Co., Ltd.)

                                   - Signed -                          Witness
                           (Mr. Thanasarn Amphathemi)

                                   - Signed -                          Witness
                        (Miss Laddawan Wiwattanakulwanit)