Application for Credit Facilities

           Made at Krung Thai Bank Public Company Limited Head Office

                                13 September 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,  tax payer ID card No. 3011695180,  operating
the business of duty free retail,  a customer of Krung Thai Bank Public  Company
Limited, Head Office,  having the current account No. 000-6-11662-0,  would like
to request credit  facilities from Krung Thai Bank Public Company Limited,  Head
Office, as follows :

1.       Letter of Credit and Trust Receipt for Baht 150,000,000.00 (One Hundred
         and Fifty Million Baht);

2.       for the purpose of ordering merchandise from abroad.

3.       In  requesting  these  credit  facilities,  we consent  to  pledge,  as
         collateral,  the right of withdrawal from the fixed deposit account No.
         000-2-24530-2,  for  Baht  45,000,000  (30% of the  credit  facilities)
         gradually,  and have King Power  International  Co.,  Ltd.,  Mr. Vichai
         Raksriaksorn,  and Mr.  Viratana  Suntaranond be the Guarantors for the
         full amount.

         At present, we are the debtor and have obligations with Krung Thai Bank
         Public Company Limited and other Banks, as follows :

         ------------------ -------------------- -------------- ----------------
                Bank         Type of Facilities      Amount        Collateral
         ------------------ -------------------- -------------- ----------------

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

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

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

We certify  that the above is true in all  respects.  If the Bank  approves  the
credit  facilities  to us,  we  consent  to  comply  with  the  regulations  and
requirements of the Bank in all respects.


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


<PAGE>

                               Guarantee Contract

           Made at Krung Thai Bank Public Company Limited Head Office

                                13 September 2001

I, Mr.  Vichai  Raksriaksorn,  aged 43 years,  residing at No. 20,  Sukhumvit 64
Road,  Bang  Chak  Sub-district,  Phra  Khanong  District,  Bangkok  Metropolis,
hereinafter  called the "Guarantor," agree to make this contract with Krung Thai
Bank Public Company Limited, hereinafter called the "Bank" as evidence that :

1.       Whereas the Bank has granted credit  facilities to King Power Duty Free
         Co.,  Ltd.  in the form of Letter of Credit and Trust  Receipt for Baht
         150,000,000.00  (One Hundred and Fifty  Million  Baht).  The  Guarantor
         consents to guarantee  performance of obligations incurred according to
         the  application  for  opening of Letter of Credit  and Trust  Receipt,
         together  with interest at a rate of 14.50% p.a., to the Bank until the
         Bank has  received  performance  of  obligations  in full.  In case the
         debtor has to pay interest at a higher rate, the Guarantor  consents to
         pay interest at the new interest rate to the Bank accordingly.

2.       If King Power Duty Free Co.,  Ltd.  fails to  perform  the  obligations
         incurred from such transaction  under Clause 1 due to whatever reasons,
         causing the Bank to not receive  performance  of  obligations  incurred
         from such  transaction in full and as indicated  herein,  the Guarantor
         consents to be liable as a joint debtor for  performance of obligations
         forthwith.

3.       If the Bank extends  period of performance of obligations to King Power
         Duty Free Co., Ltd., with or without notifying the Guarantor,  it shall
         be deemed that the Guarantor consents to the same on every occasion and
         shall not cite such extension as a reason for relieving the Guarantor's
         liability.

4.       In case the debtor is in default of payment,  the Guarantor  waives the
         right to demand the Bank to enforce payment from the debtor's  property
         before demanding  payment from the Guarantor,  without prejudice to the
         right of the Bank to demand or enter an action  against King Power Duty
         Free Co.,  Ltd. or the subrogee of rights and duties of King Power Duty
         Free  Co.,  Ltd.,  to  perform  the   obligations  as  the  Bank  deems
         appropriate.  In this case, if the Bank has not received performance of
         obligations  in full,  the  Guarantor  consents that such action of the
         Bank shall be deemed for the benefit of the  Guarantor,  therefore  the
         Guarantor  agrees to immediately pay the  outstanding  amount and shall
         reimburse  all  fees  and  expenses  paid by the  Bank in this  regard,
         together with  interest at a rate of 14.50% p.a.,  whether the Bank has
         notified the  Guarantor  in advance or not and though not  demanding or
         entering an action  against the Guarantor  jointly with King Power Duty
         Free Co., Ltd. or the subrogee or rights and duties.


<PAGE>

5.       This  guarantee  shall bind the Guarantor  completely  though it may be
         cited that King Power Duty Free Co.,  Ltd.  has  entered  into the said
         agreement  due to  misunderstanding  or  whatsoever,  and  whether  the
         Guarantor  has  known of the same or not.  The  Guarantor  shall not be
         released from  liabilities due to the fact that the Bank may have taken
         any action  causing the  Guarantor to be unable to subrogate in full or
         in part of any  right,  which has been  given or may have been given to
         the Bank  prior  to or at the  time of  entering  into  this  Guarantee
         Contract.  The Guarantor  agrees to not revoke this Guarantee  Contract
         until the duties  and  liabilities  of King  Power Duty Free Co.,  Ltd.
         under  Clause 1 shall  end or until the  Guarantor  has  performed  the
         obligations and the expenses as described above accordingly.

6.       As security for compliance with this Guarantee Contract,  the Guarantor
         agrees to  personally  guarantee for the full amount to Krung Thai Bank
         Public Company Limited.

7.     In this respect, the Bank may exercise the right through the court in
       enforcing the Guarantor to perform the obligations under this Guarantee
       Contract, and the Guarantor consents the Bank to enter an action at any
       civil court in Bangkok Metropolis.

The Guarantor has understood  this Guarantee  Contract  entirely,  and hereunder
sign his name in the presence of witnesses on the date indicated above.


                                   - Signed -                          Guarantor

                            (Mr. Vichai Raksriaksorn)

                                   - Signed -                          Witness
                            (Mrs. Piyanut Sriphichit)


                                   - Signed -                          Witness
                        (Mrs. Bunraksa Khongratanasombun)


<PAGE>

                               Guarantee Contract

           Made at Krung Thai Bank Public Company Limited Head Office

                                13 September 2001

I, Mr. Viratana Suntaranond, aged 60 years, residing at No. 96/2, Village No. 4,
Anusawari  Sub-district,  Bang Khen District,  Bangkok  Metropolis,  hereinafter
called the "Guarantor,"  agree to make this contract with Krung Thai Bank Public
Company Limited, hereinafter called the "Bank" as evidence that :

1.       Whereas the Bank has granted credit  facilities to King Power Duty Free
         Co.,  Ltd.  in the form of Letter of Credit and Trust  Receipt for Baht
         150,000,000.00  (One Hundred and Fifty  Million  Baht).  The  Guarantor
         consents to guarantee  performance of obligations incurred according to
         the  application  for  opening of Letter of Credit  and Trust  Receipt,
         together  with interest at a rate of 14.50% p.a., to the Bank until the
         Bank has  received  performance  of  obligations  in full.  In case the
         debtor has to pay interest at a higher rate, the Guarantor  consents to
         pay interest at the new interest rate to the Bank accordingly.

2.       If King Power Duty Free Co.,  Ltd.  fails to  perform  the  obligations
         incurred from such transaction  under Clause 1 due to whatever reasons,
         causing the Bank to not receive  performance  of  obligations  incurred
         from such  transaction in full and as indicated  herein,  the Guarantor
         consents to be liable as a joint debtor for  performance of obligations
         forthwith.

3.       If the Bank extends  period of performance of obligations to King Power
         Duty Free Co., Ltd., with or without notifying the Guarantor,  it shall
         be deemed that the Guarantor consents to the same on every occasion and
         shall not cite such extension as a reason for relieving the Guarantor's
         liability.

4.       In case the debtor is in default of payment,  the Guarantor  waives the
         right to demand the Bank to enforce payment from the debtor's  property
         before demanding  payment from the Guarantor,  without prejudice to the
         right of the Bank to demand or enter an action  against King Power Duty
         Free Co.,  Ltd. or the subrogee of rights and duties of King Power Duty
         Free  Co.,  Ltd.,  to  perform  the   obligations  as  the  Bank  deems
         appropriate.  In this case, if the Bank has not received performance of
         obligations  in full,  the  Guarantor  consents that such action of the
         Bank shall be deemed for the benefit of the  Guarantor,  therefore  the
         Guarantor  agrees to immediately pay the  outstanding  amount and shall
         reimburse  all  fees  and  expenses  paid by the  Bank in this  regard,
         together with  interest at a rate of 14.50% p.a.,  whether the Bank has
         notified the  Guarantor  in advance or not and though not  demanding or
         entering an action  against the Guarantor  jointly with King Power Duty
         Free Co., Ltd. or the subrogee or rights and duties.

<PAGE>

5.       This  guarantee  shall bind the Guarantor  completely  though it may be
         cited that King Power Duty Free Co.,  Ltd.  has  entered  into the said
         agreement  due to  misunderstanding  or  whatsoever,  and  whether  the
         Guarantor  has  known of the same or not.  The  Guarantor  shall not be
         released from  liabilities due to the fact that the Bank may have taken
         any action  causing the  Guarantor to be unable to subrogate in full or
         in part of any  right,  which has been  given or may have been given to
         the Bank  prior  to or at the  time of  entering  into  this  Guarantee
         Contract.  The Guarantor  agrees to not revoke this Guarantee  Contract
         until the duties  and  liabilities  of King  Power Duty Free Co.,  Ltd.
         under  Clause 1 shall  end or until the  Guarantor  has  performed  the
         obligations and the expenses as described above accordingly.

6.       As security for compliance with this Guarantee Contract,  the Guarantor
         agrees to  personally  guarantee for the full amount to Krung Thai Bank
         Public Company Limited.

7.       In this  respect,  the Bank may exercise the right through the court in
         enforcing the Guarantor to perform the obligations under this Guarantee
         Contract, and the Guarantor consents the Bank to enter an action at any
         civil court in Bangkok.

The Guarantor has understood  this Guarantee  Contract  entirely,  and hereunder
sign his name in the presence of witnesses on the date indicated above.


                                   - Signed -                          Guarantor
                           (Mr. Viratana Suntaranond)

                                   - Signed -                          Witness
                            (Mrs. Piyanut Sriphichit)


                                   - Signed -                          Witness
                        (Mrs. Bunraksa Khongratanasombun)


<PAGE>

                               Guarantee Contract

           Made at Krung Thai Bank Public Company Limited Head Office

                                13 September 2001

We, King Power  International Co. Ltd., with offices at the 26th and 27th Floor,
Siam Tower, No. 989, Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,
Bangkok  Metropolis,  hereinafter  called  the  "Guarantor,"  agree to make this
contract with Krung Thai Bank Public  Company  Limited,  hereinafter  called the
"Bank" as evidence that :

1.       Whereas the Bank has granted credit  facilities to King Power Duty Free
         Co.,  Ltd.  in the form of Letter of Credit and Trust  Receipt for Baht
         150,000,000.00  (One Hundred and Fifty  Million  Baht).  The  Guarantor
         consents to guarantee  performance of obligations incurred according to
         the  application  for  opening of Letter of Credit  and Trust  Receipt,
         together  with interest at a rate of 14.50% p.a., to the Bank until the
         Bank has  received  performance  of  obligations  in full.  In case the
         debtor has to pay interest at a higher rate, the Guarantor  consents to
         pay interest at the new interest rate to the Bank accordingly.

2.       If King Power Duty Free Co.,  Ltd.  fails to  perform  the  obligations
         incurred from such transaction  under Clause 1 due to whatever reasons,
         causing the Bank to not receive  performance  of  obligations  incurred
         from such  transaction in full and as indicated  herein,  the Guarantor
         consents to be liable as a joint debtor for  performance of obligations
         forthwith.

3.       If the Bank extends  period of performance of obligations to King Power
         Duty Free Co., Ltd., with or without notifying the Guarantor,  it shall
         be deemed that the Guarantor consents to the same on every occasion and
         shall not cite such extension as a reason for relieving the Guarantor's
         liability.

4.       In case the debtor is in default of payment,  the Guarantor  waives the
         right to demand the Bank to enforce payment from the debtor's  property
         before demanding  payment from the Guarantor,  without prejudice to the
         right of the Bank to demand or enter an action  against King Power Duty
         Free Co.,  Ltd. or the subrogee of rights and duties of King Power Duty
         Free  Co.,  Ltd.,  to  perform  the   obligations  as  the  Bank  deems
         appropriate.  In this case, if the Bank has not received performance of
         obligations  in full,  the  Guarantor  consents that such action of the
         Bank shall be deemed for the benefit of the  Guarantor,  therefore  the
         Guarantor  agrees to immediately pay the  outstanding  amount and shall
         reimburse  all  fees  and  expenses  paid by the  Bank in this  regard,
         together with  interest at a rate of 14.50% p.a.,  whether the Bank has
         notified the  Guarantor  in advance or not and though not  demanding or
         entering an action  against the Guarantor  jointly with King Power Duty
         Free Co., Ltd. or the subrogee or rights and duties.

<PAGE>

5.       This  guarantee  shall bind the Guarantor  completely  though it may be
         cited that King Power Duty Free Co.,  Ltd.  has  entered  into the said
         agreement  due to  misunderstanding  or  whatsoever,  and  whether  the
         Guarantor  has  known of the same or not.  The  Guarantor  shall not be
         released from  liabilities due to the fact that the Bank may have taken
         any action  causing the  Guarantor to be unable to subrogate in full or
         in part of any  right,  which has been  given or may have been given to
         the Bank  prior  to or at the  time of  entering  into  this  Guarantee
         Contract.  The Guarantor  agrees to not revoke this Guarantee  Contract
         until the duties  and  liabilities  of King  Power Duty Free Co.,  Ltd.
         under  Clause 1 shall  end or until the  Guarantor  has  performed  the
         obligations and the expenses as described above accordingly.

6.       As security for compliance with this Guarantee Contract,  the Guarantor
         agrees to  personally  guarantee for the full amount to Krung Thai Bank
         Public Company Limited.

7.       In this  respect,  the Bank may exercise the right through the court in
         enforcing the Guarantor to perform the obligations under this Guarantee
         Contract, and the Guarantor consents the Bank to enter an action at any
         civil court in Bangkok.

The Guarantor has understood  this Guarantee  Contract  entirely,  and hereunder
sign his name in the presence of witnesses on the date indicated above.


(Company Seal Affixed)             - Signed -                          Guarantor
                       (King Power International Co. Ltd.)

                                   - Signed -                          Witness
                            (Mrs. Piyanut Sriphichit)


                                   - Signed -                          Witness
                        (Mrs. Bunraksa Khongratanasombun)