UOB RADANASIN BANK

                               Guarantee Contract


This contract is made at UOB Radanasin Bank Public Company Limited,  on 27 March
2001, as evidence that :

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

I, Mr.  Viratana  Suntaranond,  aged 60  years,  Thai  race,  Thai  nationality,
residing at No.  141-143-145 Sukha 1 Road, Wat Ratchabophit  Sub-district,  Phra
Nakhon District, Bangkok Metropolis; and

We, King Power Duty 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  "Guarantors"  consent to guarantee the  performance  of
obligations of King Power Tax Fee Co., Ltd., hereinafter called the "Debtor," to
UOB Radanasin Bank Public Company  Limited,  hereinafter  called the "Bank," for
the total amount of guarantee  Baht  30,000,000.00  (Thirty  Million  Baht),  as
follows :

1.       The obligations under this guarantee contract  consisting of overdraft,
         loans,  debts  related to letter of credit;  trust  receipt;  sale at a
         discount  or  acceptance  of sale at a discount  of  promissory  notes;
         aval/guarantee  of the promissory notes by the Bank as requested by the
         debtor or other debts related to promissory notes; letters of guarantee
         issued by the Bank for the debtor,  and the  existing  debts the debtor
         has with the Bank and/or the debts the debtor may have with the Bank in
         the  future,  though  the said  debts  may be one or  several  types or
         incurred at different  times, and in whichever amount the debts may be,
         hereinafter called the "primary debt."

         Both parties mutually understand that the Guarantors shall be liable to
         not  only  the  guarantee  amount   prescribed   above,  but  also  the
         accessories  thereof  such  as the  unpaid  interest  and  compensation
         payment  of the  debtor,  encumbrances  which  are  accessories  of the
         primary  debt,  including  all  expenses  that  the  Bank has to pay in
         collection  or  litigation   against  the  debtor  for  enforcement  of
         performance of obligations as well.

         As the guarantee under this contract shall be for the existing  primary
         debt that the debtor has with the Bank  and/or the debts the debtor may
         have with the Bank in the future, the Guarantors agree that for as long
         as the Bank has not canceled the guarantee  under this contract  though
         at any time  the  debtor  may have no  obligation  with the  Bank,  the
         Guarantors  agree that this  Guarantee  Contract  shall remain valid in
         order to guarantee the future debts.

2.       In case the  debtor is in  default of  repayment  of the above  primary
         debt,  be it all items or  separate  item,  or there is a  request  for
         business  reorganization  of the debtor,  or an action has been entered
         against the debtor for  Bankruptcy,  or is subject to  receivership  by
         court order, or dies or becomes incompetence or  quasi-incompetence  or
         disappears  or departs  the  residence  and cannot be found,  under any
         circumstances that may cause the Bank to be unable to receive repayment
         of the said primary debt, or the debtor can no longer take advantage of
         the beginning or the end of the term,  the  Guarantors  shall be liable
         jointly with the debtor as the joint debtors of the  obligations  under
         Clause 1  forthwith.  Thereby,  the  Guarantors  agree to  perform  the

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         obligations to the Bank promptly and/or consent the Bank to deduct such
         amount  and/or  the right of claim of the  Guarantors  under  Clause 11
         and/or enforce the pledged  property of the Guarantors under Clause 12,
         as the Bank wishes,  without having to demand the debtor to perform the
         obligations  first,  though the debtor may have  property,  and without
         prejudice  to the  right of the Bank to  proceed  to demand or enter an
         action  against the debtor,  the heir or the estate and/or the subrogee
         of the  rights and  duties of the  debtor to  perform  the  obligations
         first, as the Bank deems appropriate. In such case, if the Bank has not
         received  performance of obligations,  or has received the same but not
         in full, the Guarantors consent that the Bank has taken such action for
         the Guarantors,  and the Guarantors consent to pay the outstanding debt
         or the remaining  amount promptly,  and agree to make  reimbursement on
         the fees  and/or  expenses  the Bank has paid for taking  such  action,
         whether the Bank has  notified  the  Guarantors  in advance or not, and
         whether  the Bank  has  demanded  or  entered  an  action  against  the
         Guarantors  jointly with the debtor,  the heir or the estate and/or the
         subrogee of the rights and duties of the debtor or not.

         In case any particular item of the primary debt  guaranteed  under this
         contract is a debt that the Bank is binding to perform the  obligations
         that the debtor has with a third  party such as  issuance  of letter of
         guarantee,  aval/guarantee  of  promissory  notes or other debt in such
         nature, the Guarantors hereby consent that if the creditor according to
         the said right of claim demands  payment from the Bank according to the
         burden the Bank has made,  the Bank is  entitled  to make such  payment
         immediately  without having to notify the Guarantors  and/or the debtor
         first, and it is not necessary to inquire the debtor whether the debtor
         has any defense  against the creditor or not, or though the Bank may be
         informed that the debtor has a defense against the creditor, but if the
         Bank deems it appropriate the Bank can make such payment without having
         to raise such defense against the creditor.

3.       This  guarantee  shall be valid  continuously,  whereby the  Guarantors
         shall not  revoke it under any  circumstances,  for as long as the Bank
         has not received  performance of obligations under Clause 1 in full. In
         case a Guarantor  dies, the Guarantor  consents that the obligations or
         duties of the Guarantor  under this  contract  shall be devolved to the
         heir or the  estate or the  subrogee  of the  rights  and duties of the
         Guarantor in full amount of the obligations for as long as the Bank has
         not received performance of the obligations under Clause 1 in full.

4.       This  guarantee  shall bind the  Guarantors  completely,  though it may
         appear at a later date that the debtor  shall not be liable to the Bank
         due to the fact that such  agreement was entered with  misunderstanding
         or due to being an incompetent  person,  disregarding  the fact that at
         the time of entering into this Guarantee Contract,  the Guarantors knew
         of the misunderstanding or incompetence or not.

5.       In case the  debtor  dies and the Bank has not  entered  an action  for
         enforcement  from the heir or the estate or the  subrogee of rights and

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         duties  of the  debtor,  until  one year  from the date of  death,  the
         Guarantors  shall not raise  preclusion  by  prescription  as a defense
         against the Bank,  and shall consent to be liable to performance of the
         outstanding  obligations  jointly  with the debtor as the joint  debtor
         according  to the  outstanding  amount  the  debtor  has  with the Bank
         accordingly.

6.       The  Guarantors  consent the Bank to grant  leniency  and/or reduce the
         debt and/or compromise  and/or permit debt  restructuring to the debtor
         on every occasion, whether the Guarantors have been notified in advance
         or not, and that the  Guarantors  shall waive the right on the debtor's
         defense against the Bank when the Bank demands the Guarantors to comply
         with the contract.

7.       Though it may appear that any act of the Bank may cause the  Guarantors
         to be unable to  subrogate,  either in whole or in part, of the rights,
         mortgage,  pledge or preference right which the debtor has submitted to
         the Bank prior to or at the time of entering  into this  contract,  the
         liabilities  of  the  Guarantors  under  this  contract  shall  not  be
         relieved, either in whole or in part.

8.       The  Guarantors  consent  that any act of the  debtor or a third  party
         causing  an  interruption  to  the  prescription  of  the  debts  under
         guarantee  to  the  disadvantage  of  the  debtor,   it  shall  be  the
         disadvantage of the Guarantors as well.

9.       As security for compliance with this contract,  the Guarantors  consent
         to submit the following  securities  and/or property to the Bank and/or
         consent to the  following  proceedings  :
                                                  ------------------------------

         -----------------------------------------------------------------------

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         the Guarantors  confirm that the Guarantors are the legitimate owner of
         the above securities and/or property, with no encumbrance whatsoever.

10.      With regard to the  property  submitted to the Bank under Clause 9, the
         Guarantors and the Bank agree that though such property may be retained
         at the  premises of the  Guarantors  or at the premises of the agent or
         the depository of the Guarantors, or the Guarantors or the agent or the
         depository of the Guarantors continue to retain such property, it shall
         be deemed as retention  on behalf and in the name of the Bank,  whereby
         or the  Guarantors  or the agent or the  depository  of the  Guarantors
         shall be in the position of depository only.  Retention of the property
         may be  relocated  to other place only after a written  permission  has
         been obtained  from the Bank.  Should any damage occur to such property
         in whichever  manner,  the Guarantors shall not cite it as a reason for
         refusal of liability,  thereby the  Guarantors  shall remain binding to

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         perform  the  obligations  under  this  contract  to  the  Bank  in all
         respects.  The Guarantors  shall not charge the fee or remuneration for
         retention of such property from the Bank.

11.      The Guarantors  consent the Bank to deduct money from all deposits Bank
         accounts the Guarantors  have with the Bank and/or other money that the
         Guarantors  have with the Bank and/or the  Guarantors  are  entitled to
         receive from the Bank,  including the money that the Guarantors are the
         owner or the  creditor of the Bank,  including  all rights of claim the
         Guarantors  have  with  the  Bank  or  may  claim  from  the  Bank  for
         performance  of  obligations  of the  Guarantors  under  this  contract
         immediately.

         In case there is no fund in the said Bank  account  and/or  other money
         that the  Guarantors  have  with the Bank  and/or  the  Guarantors  are
         entitled  to  receive  from the  Bank,  including  the  money  that the
         Guarantors  are the owner or the  creditor of the Bank,  including  all
         rights of claim prescribed in the previous paragraph, for deduction, or
         there is some fund but insufficient for performance of obligations, the
         Guarantors consent the Bank to exercise  discretion to debit the amount
         that the  Guarantors  must be  responsible  for the whole amount or the
         amount after  deduction of the debt,  into the current account that the
         Guarantors  have with the Bank in order for the Guarantors to remain in
         debt  of  overdraft,  and the  Guarantors  consent  to pay  accumulated
         interest for the overdraft to the Bank at the maximum interest rate for
         general  customers as announced by the Bank under the  Notification  of
         the Bank of  Thailand  on  Procedure  for  Commercial  Banks  Regarding
         Interest  and  Discount,  which at the time of making this  contract is
         fixed at 11.75%  p.a.,  and is subject to change as to be  announced by
         the Bank from time to time.  However,  if it appears that the overdraft
         exceeding the agreed amount,  the Guarantors consent the Bank to charge
         interest for the debt  exceeding  the agreed amount or temporary at the
         maximum  interest  rate of the  overdraft  exceeding  the agreed amount
         temporary  that the Bank has announced  under the  Notification  of the
         Bank of Thailand on Procedure for Commercial  Banks Regarding  Interest
         and  Discount,  which at the time of making  this  contract is fixed at
         18.00% p.a. and is subject to change as announced by the Bank from time
         to time. If the  Guarantors  are in default of the conditions set forth
         in the application for opening the current account and/or the Overdraft
         Agreement made with the Bank, the Guarantors consent to pay interest at
         the maximum  interest rate for the default  customers that the Bank has
         announced  under the  Notification of the Bank of Thailand on Procedure
         for Commercial Banks Regarding Interest and Discount, which at the time
         of making  this  contract  is fixed at 18.00%  p.a.  and is  subject to
         change as to be  announced by the Bank from time to time instead of the
         said  maximum  interest  rate  according  to the  general  practice  of
         charging  accumulated  interest in the current  accounts of  commercial
         banks, effective the date on which the overdraft incurred.

12.      The Guarantors agree that if there are other property of the Guarantors
         in possession of the Bank, it shall be deemed that the Guarantors  have
         pledged such property with the Bank as well, and the Guarantors consent
         the Bank to enforce the pledged property for performance of obligations
         of the Guarantors.

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13.      In case of one or several guarantors at this time, or the Bank deems to
         have one or several  persons to be the guarantors  additionally at this
         time or at a  later  date,  the  Bank  has the  right  to  relieve  the
         guarantee or change the  guarantor,  without having to notify or obtain
         the  consent of any or all  Guarantors,  be it the relieve or change of
         one or several Guarantors,  or relieve the guarantee either in whole or
         in part.

         If the Bank has taken any action  described in the previous  paragraph,
         the  remaining  Guarantor(s)  consent to  continue  to be liable to the
         primary debt in full and in all  respects,  whereby the said relieve or
         change of the  Guarantors  shall not be the  cause  for  relieving  the
         liabilities  under this  contract,  either in whole or in part,  and it
         shall not be cited as the reason and/or a defense which may occur under
         Section 293 and Section 296 of the Civil and  Commercial  Code,  as the
         reason for relieving the liabilities or the defense against the Bank in
         order to be relieved from the liabilities.

14.      All correspondence,  collection letters,  notices or other documents to
         be forwarded to the  Guarantors,  by  registered or regular mail, or by
         messenger,  if having been forwarded to the above address,  it shall be
         deemed as having been duly forwarded to the  Guarantors,  disregard the
         fact  that  there is a  recipient  or not,  and  though it could not be
         forwarded  due to the  fact  that  such  address  has been  changed  or
         demolished  and the  Guarantors  have  failed to notify  such change or
         demolition in writing to the Bank, or due to the fact that such address
         could  not be  found,  it  shall be  deemed  that  the  Guarantors  has
         acknowledged the same accordingly.

The  Guarantors,  having read and understood this contract and found it to be in
accordance with their  intention,  hereunder sign their names and affix seal (if
any) on the date indicated above.



                                   - Signed -                          Guarantor
                            (Mr. Vichai Raksriaksorn)


                                   - Signed -                          Guarantor
                           (Mr. Viratana Suntaranond)


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

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                                   - Signed -                          Witness
                                (Fusak Thamsumet)


                                   - Signed -                          Witness
                            (Sutthida Sutthiprasoet)