SIAM CITY BANK PUBLIC COMPANY LIMITED

                               Guarantee Contract

                                                             Made at Head Office

                                                                     21 May 2001


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

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,

hereinafter  called the "Guarantors"  agree to make this contract with Siam City
Bank Public Company Limited, hereinafter called the "Bank" as evidence that :

1.       Whereas the Bank has granted King Power Duty Fee Co., Ltd., hereinafter
         called  the  "Debtor,"  to  borrow  money or draw  overdraft  or create
         various debts such as opening  letter of credit,  making trust receipt,
         requesting  for issuance of all kinds of letter of  guarantee,  aval of
         promissory   notes,   sale  at  a  discount  of  promissory   notes  or
         transferable or non-transferable  financial instruments,  BIBF loan, or
         any other financial instrument or commercial  instrument,  or extension
         of credit facilities to the debtor in any form, or the debtor is liable
         to   reimbursement   to  the  Bank,   for  the  total  amount  of  Baht
         310,000,000.00  (Three  Hundred and Ten Million  Baht),  the Guarantors
         agree to  guarantee  performance  of  obligations,  be it the  existing
         credit facilities or liabilities or those to be incurred in the future,
         including the unpaid interest and  compensation  payment of the debtor,
         as well as  accessories  thereof  which shall  include  transfer of the
         credit facilities and debt to other branch of the Bank.

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2.       If the  debtor  fails  to  perform  obligations  under  Clause 1 due to
         whatever reasons, or is subject to receivership by court order, becomes
         bankrupt,  dies,  becomes  incompetent  person,   disappears  from  the
         residence,  or any  circumstances  causing  the  Bank  to  not  receive
         performance of obligations  under Clause 1, either in whole or in part,
         and  whether it is due date  according  to the  agreement  or not,  the
         Guarantors  consent  to be liable as joint  debtor for  performance  of
         obligations according to such agreement forthwith.

3.       If the Bank extends  period of performance of obligations to the debtor
         or changes the condition of the debts in any case,  including change of
         interest  rate  according  to the  Bank's  procedure,  with or  without
         notifying  the  Guarantors,  it shall  be  deemed  that the  Guarantors
         consent to the same on every occasion and shall not cite such extension
         or  change  or  debt  structuring  as  the  reason  for  relieving  the
         Guarantors' liabilities.

4.       In case the debtor is in default or unable to perform the  obligations,
         the  Guarantors  shall  waive the right to demand  the Bank to  enforce
         payment from the debtor's  property before  demanding  payment from the
         Guarantors, and shall not cite the debtor's defense that the Guarantors
         are not  liable  because  prescription  of such  debt has  expired  for
         enforcement  of payment  from the debtor or the heir or the executor of
         the estate or the  subrogee  of rights and  duties of the  debtor,  and
         shall waive the right to make a defense on the advantage of the time of
         beginning or the end of the debtor and that of the Guarantors,  without
         prejudice to the right of the Bank to demand or enter an action against
         the  debtor or the estate or the  subrogee  of rights and duties of the
         debtor to perform the obligations first, as the Bank deems appropriate.
         In this case, if the Bank has not received  performance  of obligations
         in full, the  Guarantors  consent that such action of the Bank shall be
         deemed for the  benefit of the  Guarantors,  therefore  the  Guarantors
         agree to immediately pay the outstanding amount and shall reimburse all
         fees and expenses paid by the Bank in this regard  whether the Bank has
         notified the  Guarantors  in advance or not and though not demanding or
         entering an action  against the  Guarantors  jointly with the debtor or
         the estate or the subrogee or rights and duties of the debtor.

5.       This guarantee  shall bind the Guarantors  completely  though it may be
         cited that the debtor is an incompetent person or bankrupted or subject
         to  receivership  by court order,  or entering  into the  agreement and
         creating the debt due to  misunderstanding  and whether the  Guarantors

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         have  known  of such  incompetence  or  misunderstanding  or  not.  The
         Guarantors  shall not be released from  liabilities for the full amount
         due to the fact that the Bank has  released  other  guarantor or liable
         person,  or the Bank may take any action  causing the Guarantors to not
         be able to subrogate, in whole in part, the rights of mortgage, pledge,
         preferential  right or any right  already  given or may be given to the
         Bank prior to or at the time of making this guarantee contract.

6.       The  Guarantors  agree  that  this  guarantee  contract  shall be valid
         continuously, whereby the Guarantors shall be released from liabilities
         only after the debtor has performed the  obligations  or the Guarantors
         have  performed  the  obligations  on behalf of the  debtor to the Bank
         accordingly,  and the Bank shall permit the release  from  guarantee in
         writing only.  Restructuring of the debt, by changing of subject of the
         obligations  or change of the debtor,  shall not release the Guarantors
         from the liabilities under this contract.

7.       Should  there be any money of the  Guarantors,  and/or  money  that the
         Guarantors are a joint owner with other person(s),  in deposit accounts
         with the Bank,  and/or  money of the  Guarantors  and/or money that the
         Guarantors  are a joint owner with other  person(s)  having in hand, in
         possession,  retention, or within the authority of the Bank's executor,
         the  Guarantors  consent  the Bank to deduct  the whole  amount of such
         money to perform the  obligations  and/or the  Guarantors'  liabilities
         under  this  contract  at any time  that the  Bank  deems  appropriate,
         whether such debt or liability  becomes due or not, and without  having
         to notify the Guarantors in advance.

8.       If the Guarantors  are in breach of any clause  herein,  the Guarantors
         agree to  compensate  for all  damages  occurred to the Bank due to the
         Guarantors'  breach of contract,  including all expenses  incurred from
         requesting,  demanding, taking legal action, execution of the judgment,
         investigation   of  property,   and   enforcement  for  performance  of
         obligations in full.

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The Guarantors  have read and understood this contract  entirely,  and hereunder
sign their names (and affix seal, if any) in the presence of witnesses.



           - signed -        Guarantor                 - signed -      Guarantor
   (Mr. Viratana Suntaranond)                  (Mr. Vichai Raksriaksorn)


           - signed -        Witness                   - signed -      Witness
(Mrs. Nathaya Witayabusarakham)             (Ms. Kanitha Chongcharoenpanich)