SICCO
                               Guarantee Contract

This contract is made at Sin Industries Finance Public Company Limited,  3rd-5th
Floors,  Sinthon Tower II, No.  130-132,  Wireless Road,  Lumpini  Sub-district,
Pathum Wan District,  Bangkok Metropolis 10330, on 24 December 2001, as evidence
that the undersigned,

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

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

c.       King Power Tax Free Co., Ltd.,  Thai  nationality,  with offices at 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 Duty Fee Co., Ltd.,  hereinafter  called the "Debtor,"
to Sin  Industries  Finance  Public  Company  Limited,  hereinafter  called  the
"Company,"  for the total amount of Baht  100,000,000.00  (One  Hundred  Million
Baht), as follows :

1.       The obligations under this contract  consisting of loans, debts related
         to sale at a discount or acceptance of sale at a discount of promissory
         notes or other debt related to promissory  notes,  debts related to the
         letters of  guarantee  issued by the Company  for the  debtor,  and the
         existing and future debts the debtor has with the Company.  In case the
         Company  has taken Thai Baht,  in  whichever  amount,  to  purchase  or
         exchange into the foreign currency to perform the obligations according
         to the guarantee under this contract, such amount of Thai Baht shall be
         deemed as the amount of guarantee that the  Guarantors  shall be liable
         to the Company under this Guarantee Contract.

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

<PAGE>

         As the  guarantee  under this  contract is for the  existing and future
         debts that the debtor has with the Company,  the Guarantors  agree that
         for as long as the Company has not  canceled the  guarantee  under this
         contract though at any time the debtor may have no obligations with the
         Company, the Guarantors agree that this guarantee contract shall remain
         valid in order to guarantee the future debts.

2.       In case the debtor  fails to perform the above  obligations,  be it all
         items or separate item, 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,  or under any  circumstances
         causing the Company to not receive performance of the said obligations,
         or the debtor can no longer take  advantage of the beginning or the end
         of the  term,  or in case the  debtor  has  entered  into a  compromise
         agreement  with  the  Company  and  then  defaulted  on the  compromise
         agreement,  the Guarantors agree to be liable as the joint debtors with
         the  debtor  of the  obligations  prescribed  in  Clause 1  and/or  the
         obligation  under the compromise  agreement made between the debtor and
         the  Company  forthwith,  whereby the  Guarantors  agree to perform the
         obligations  to the  Company  promptly  and/or  consent  the Company to
         deduct such  amount from the  deposits  and/or  rights of claim  and/or
         foreclose the pledged property of the Guarantors under Clause 9, as the
         Company  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  Company to 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 Company
         deems  appropriate,  and in  such  case  if the  Company  has  received
         performance of  obligations or having  received but not in full amount,
         the  Guarantors  consent that the Company has taken such action for the
         Guarantors and the  Guarantors  consent to pay the  outstanding  amount
         promptly and consent to pay all fees and/or  expenses  that the Company
         has paid for the said proceedings, whether the Company has notified the
         Guarantors  in advance or not,  and  whether  the Company may demand or
         enter an action  against the  Guarantors  jointly with the debtor,  the
         heir or  estate,  and/or the  subrogee  of the rights and duties of the
         debtor or not.

3.       This  guarantee  shall be valid  continuously,  whereby the  Guarantors
         shall  not  revoke  it,  under  any  circumstances,  for as long as the
         Company has not  received  performance  of  obligations  under Clause 1
         and/or the obligations  under the compromise  agreement entered between
         the debtor and the Company in full,  and/or in case the Guarantors die,

<PAGE>

         the Guarantors consent that the obligations or duties of the Guarantors
         under this contract  shall be devolved to the heir or the estate or the
         subrogee of the rights and duties of the  Guarantors  in full amount of
         the obligations for as long as the Company 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
         Company  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 know of the misunderstanding or incompetence or not.

5.       The Company  reserves  the right to claim or not to claim or to release
         any  Guarantors,  without  having to request  for  consent or to notify
         other Guarantors, thereby the remaining Guarantors shall continue to be
         liable to the total obligations accordingly.

6.       In case the  debtor  dies and the  Company  has not  entered  an action
         enforcing payment from the heir or the estate or the subrogee of rights
         and 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 Company,  and shall consent to be liable to  performance of
         the outstanding obligations to the Company accordingly.

7.       The  Guarantors  consent the Company to grant leniency to the debtor as
         the  Company  deems  appropriate  without  having to notify  any or all
         Guarantors  first,  and it shall be deemed that the Guarantors agree to
         such  leniency on every  occasion,  and that the  Guarantors  waive the
         right on the  debtor's  defense  against the  Company  when the Company
         demands the Guarantors to comply with the contract.

8.       Though  it may  appear  that  any  act of the  Company  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 Company  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.

9.       The  Guarantors  consent the Company to deduct  money from the existing
         deposits  and/or  rights  of claim  that the  Guarantors  have with the
         Company for  performance of  obligations  of the Guarantors  under this
         contract   immediately,   and  other  property  of  the  Guarantors  in
         possession  of the Company  shall be deemed as having been  pledged the

<PAGE>

         with the Company,  and the Guarantors  consent the Company to foreclose
         the pledge of such  property  for  performance  of  obligations  of the
         Guarantors.

10.      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.

11.      The Guarantors  consent the Company to transfer any right of claim that
         the  Company  has with the  Guarantors,  either in whole in part,  to a
         third party as the Company deems  appropriate,  thereby the  Guarantors
         consent  to be liable  to  performance  of  obligations  of the  debtor
         continuously until the Company and the transferee of the right of claim
         have received performance of the obligations under Clause 1 in full.

12.      In case any part or clause of this  contract is invalid,  both  parties
         agree that only that particular part or clause shall be invalid,  while
         the remaining part shall be valid and binding both parties accordingly.

13.      All  correspondence,  letters  and/or  notices  that  the  Company  has
         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,  whether 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  Company,  or due to the fact  that  such  address  could not be
         found,  it shall be deemed that the Guarantors  have  acknowledged  the
         same accordingly.

The  Guarantors,  having  read and  understood  the  contents  of this  contract
entirely, hereunder sign their names in the presence of witnesses.

<PAGE>

                                   - Signed -                          Guarantor
                            (Mr. Vichai Raksriaksorn)


                                   - Signed -                          Guarantor
                           (Mr. Viratana Suntaranond)


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


                                   - Signed -                          Witness
                             (Adisorn Sriwongthong)


                                   - Signed -                          Witness
                           (Mr. Nathawut Laohakuljit)


<PAGE>

                                                               Thor.Dor. 15 Form
                                (Official Emblem)

                      Land Mortgage Contract as Collateral

Land
----

Title  Deed  No.  1284,  Land  No.  372,  Survey  Page  No.  8646,  Lam  Luk  Ka
Sub-district, Lam Luk Ka District, Pathum Thani Province

This Land  Mortgage  Contract is made on 25 December  2001,  at the Pathum Thani
Provincial Land Office, Lam Luk Ka Branch

between King Power  International  Co., Ltd, the  Mortgagor,  Thai  nationality,
represented  by Mr. Chanin  Thirapanyatham,  with offices at 26th & 27th Floors,
Siam Tower, No. 989 Rama I Road, Pathum Wan  Sub-district,  Pathum Wan District,
Bangkok Metropolis,

and  Sin  Industries  Finance  Public  Company  Limited,  the  Mortgagee,   Thai
nationality,  represented  by Mr.  Somchai  Nutchadee,  with  offices at 3rd-5th
Floors,  Sinthon  Tower  II,  No.  130-132,  Lumpini  Sub-district,  Pathum  Wan
District, Bangkok Metropolis, Tel. 263-2100.

Both parties agree as follows :

1.       The Mortgagor  agrees to mortgage the whole plot of the above land with
         the Mortgagee as collateral for performance of obligations,  consisting
         of loan,  promissory  note and all  types  of debt  that the  Mortgagor
         and/or King Power Duty Free Co., Ltd. have with Sin Industries  Finance
         Public Company Limited, the Mortgagee, at present or at any time in the
         future,  for Baht  100,000,000.00  (One Hundred  Million Baht),  at the
         interest rate indicated in the Addendum to Land Mortgage Contract,  and
         shall pay interest on monthly basis.

2.       The  Mortgagee  agrees to take on  mortgage  of the above  plot of land
         under Clause 1 in all respects.

3.       -

4.       The existing structures on the land, and the terms and conditions shall
         be according to the Addendum to Land Mortgage Contract,  which shall be
         deemed part of this contract.

Both  parties  agree  that the  Mortgagee  shall  take  hold of the  title  deed
throughout validity of this Land Mortgage Contract.

This Land Mortgage Contract is made in triplicate, one copy for the Land Office,
and the Mortgagor and the Mortgagee each  retaining one copy.  (This copy is for
the Mortgagor)

<PAGE>

Both parties,  having checked and understood this contract  entirely,  hereunder
sign their names or affix  finger print as evidence in the presence of witnesses
and the Land Officer.

         Mortgagor      - Signed -    (Power of Attorney dated 25 December 2001)
         Mortgagee      - Signed -    (Power of Attorney dated 25 December 2001)

         Witness        - Signed -

         Witness        - Signed -    (Miss Wilawan Thorhun)

This Land Mortgage Contract is made in the presence of   - Signed - Land Officer
                                                (Miss Arphon Kitticharoenrat)
                                                   (Official Seal Affixed)
                                  - Signed -   (Miss Wilawan Thorhun)    Writer

                                  - Signed -   (Illegible)               Checker
SICCO

                Addendum to Land Mortgage Contract as Collateral

Land
----

Title Deed No. 1284, Land No. 372, Survey Page No. 8646, Lam Luk Ka Sub-district
(Khlong Hok Wa, Sai Lang Nuea), Lam Luk Ka District, Pathum Thani Province

This  Addendum to Land  Mortgage  Contract is made on 25 December  2001,  at the
Pathum Thani Provincial Land Office, Lam Luk Ka Branch,  between 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,   (represented  by  Mr.  Chanin   Thirapanyatham,   the  appointee),
hereinafter  called the  "Mortgagor,"  of one part, and Sin  Industries  Finance
Public  Company  Limited,  Thai  nationality,  with  offices at 3rd-5th  Floors,
Sinthon Tower II, No. 130-132,  Wireless Road, Lumpini Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  (represented  by  Mr.  Somchai  Nutchadee,  the
Appointee),  hereinafter called the "Mortgagee," of the other part. Both parties
agree as follows :

1.       The Mortgagor agrees to mortgage and the Mortgagee agrees to accept the
         mortgage  of the land of the  Mortgagor  according  to the above  title
         deed,  with the existing  structures  at the time of entering  into the
         contract and those to be constructed in the future,  hereinafter called
         collectively the "Mortgaged Property," as collateral for performance of
         obligations  consisting of loan, debts related to promissory note, sale
         of promissory  note at discount,  acceptance of sale of promissory note
         at discount, debts related to aval of promissory note, debts related to
         guarantee  of the  Mortgagor,  and  besides  such  debts,  having  been
         mortgaged as collateral  for other debt that the Mortgagor  and/or King
         Power Duty Free Co.,  Ltd.  (hereinafter  called  the "above  mentioned

<PAGE>

         debtor") have with the Mortgagee, before and/or at the time of entering
         into the contract  and/or all types of above debt to be incurred in the
         future,  be it one or several  types of debt,  for Baht  100,000,000.00
         (One Hundred Million Baht),  including the accessories  thereof such as
         interest,  compensation  for  non-performance,  expenses  and  fees  on
         foreclosure that the Mortgagor or the above mentioned debtor consent to
         pay to the  Mortgagee  separately,  and the  Mortgagor  agrees that the
         mortgaged property shall be collateral for such accessories as well.

         It is understood  explicitly that the amount of the principal specified
         in the  previous  paragraph  shall be the  limit of the  rights  of the
         Mortgagor  or the  above  mentioned  debtor  to  create  the  debts not
         exceeding the specified amount only,  without prejudice to the right of
         the  Mortgagee to  foreclose  the  mortgage  for the  principal  amount
         exceeding  the  specified   amount  due  to  accumulation  of  interest
         according to Clause 2, or for the  principal and  accessories  thereof,
         totaling not exceeding the specified amount, or the principal exceeding
         the specified amount due to whatever reasons.

         As the mortgaged  property  shall be  collateral  for such debts in the
         first paragraph that the Mortgagor  and/or the above  mentioned  debtor
         have with the Mortgagee  before and/or at the time of entering into the
         contract  and/or all types of debt to be incurred  in the  future,  the
         Mortgagor and the Mortgagee agree that for as long as the Mortgagor has
         not  registered  redemption  of  the  mortgage,   though  there  is  no
         outstanding  debt,  this  mortgage  contract has not ended and shall be
         valid as collateral for all types of debt that the Mortgagor and/or the
         above mentioned debtor have with the Mortgagee in the future.

         Moreover,  in case of conversion of debt, the Mortgagor agrees that the
         right on mortgage  shall be  transferred  from the existing debt to the
         new debt.



2.       The  Mortgagor  consents  the  Mortgagee  to  charge  interest  for the
         principal in total that the Mortgagor and/or the above mentioned debtor
         have  with  the  Mortgagee  at the  maximum  rate  that  the  Mortgagee
         announces in  accordance  with the Bank of Thailand's  Notification  on
         Procedure of Finance  Companies  Regarding Loan or Acceptance  Deposits
         from the Public and Interest  Rate or Discount  that Finance  Companies
         May Pay or Charge,  which at the time of entering into this contract is
         21.0% p.a. and subject to change,  whereby the Mortgagee shall announce
         from time to time,  and the  Mortgagor  or the above  mentioned  debtor
         shall pay to the  Mortgagee  on monthly  basis,  on the last day of the
         month.  If the  Mortgagor is in default of payment of such interest for
         one year,  the  Mortgagor  consents  the  Mortgagee to  accumulate  the

<PAGE>

         outstanding  interest to the  principal  upon the date of completion of
         one year,  and the Mortgagor  shall pay interest for such  principal at
         the same rate until payment is made in full.

3.       During the validity of this Land  Mortgage  Contract,  if the mortgaged
         property  has  devalued  due to  whatever  reasons,  the  Mortgagee  is
         entitled to call for additional  mortgage of other property in order to
         cover the  obligations  under  Clause 1 and Clause 2. If the  Mortgagor
         fails to comply or shall be unable  to comply  with such  request,  the
         Mortgagee is entitled to call the Mortgagor to perform the  obligations
         and enforce foreclosure immediately.

4.       In case the net  proceeds  deriving  from the auction of the  mortgaged
         property  after  foreclosure  shall  be  insufficient  to  perform  the
         obligations,  or in case the Mortgagee has taken the mortgaged property
         after  foreclosure  and the value thereof  appears to be lower than the
         obligations in whichever  amount, or in case the authorities has called
         for  expropriation  of the  mortgaged  property  and made  compensation
         payment lower than the obligations in whichever  amount,  the Mortgagor
         agrees  to pay  the  difference  thereof  from  the  Mortgagor's  other
         property to the Mortgagee accordingly.

5.       In  case  the  Mortgagee  has  taken  the  mortgaged   property   after
         foreclosure  and there  appears to be  outstanding  amount of  tax/duty
         related thereto or payable before the foreclosure,  the Mortgagor shall
         pay such tax/duty.  If the Mortgagee has made such payment, it shall be
         deemed as having  paid on behalf of the  Mortgagor  and is  entitled to
         call for reimbursement, including the relevant expenses.

6.       The Mortgagor  shall  maintain the  mortgaged  property to be in proper
         condition at all times,  throughout validity of this contract,  and the
         expenses on repair shall be borne by the Mortgagor.

7.       The Mortgagor shall arrange for insurance of the structures existing at
         the time of entering to this  contract and those to be  constructed  in
         the future,  with an insurance  company endorsed by the Mortgagee,  for
         the insured sum specified by the  Mortgagee,  without  prejudice to the
         right of the Mortgagor to increase the insured sum. The Mortgagor shall
         renew the insurance policy to have the coverage  throughout validity of
         this contract.  All insurance premiums shall be borne by the Mortgagor.
         The  Mortgagee  is  entitled to request  the  Mortgagor  to indicate or
         endorse the insurance  policy to have the Mortgagee as the beneficiary,
         and the Mortgagor  shall submit the  insurance  policy to the Mortgagee
         for retention.

8.       Throughout validity of this contract,  if the Mortgagor shall create or
         extend the  encumbrance of the mortgaged  property such as leasing out,
         permitting for dwelling,  permitting to construct or take any action to
         the mortgaged property which may cause impairment or derogation or loss
         the right of the  Mortgagee,  the Mortgagor must obtain a prior written
         permission of the  Mortgagee.  Any action of the Mortgagor in breach of
         this  mortgage  contract  shall not be binding the  Mortgagee,  and the
         Mortgagee is entitled to reject such action of the Mortgagor.

<PAGE>

9.       In case of any problem  regarding  ownership  of the  Mortgagor  in the
         mortgaged property,  or the Mortgagor is in breach of the contract even
         in part,  the  Mortgagee is entitled to call the  Mortgagor  and/or the
         above   mentioned   debtor  to  perform  the  obligations  and  enforce
         foreclosure immediately.

10.      The   Mortgagor   consents  the  Mortgagee  to  extend  the  period  of
         performance  of  obligations  to the  above  mentioned  debtor as it is
         deemed  appropriate,  without  having to notify the  Mortgagor,  and it
         shall be deemed that the Mortgagor  consents to such extension on every
         occasion.  In case the above mentioned debtor is in default of payment,
         the  Mortgagor  agrees to be liable  jointly  with the above  mentioned
         debtor to perform the  obligations  to the  Mortgagee in full,  and the
         Mortgagee is entitled to call the Mortgagor to perform the  obligations
         and enforce foreclosure immediately as well.

11.      All fees and expenses on the mortgage  and  redemption  of the mortgage
         shall be borne by the Mortgagor.

12.      The  Mortgagor  confirms that the  Mortgagor's  address is as indicated
         above. Therefore,  any notice, be it notice for collection,  notice for
         enforcement  of  foreclosure,  or any notice,  that the  Mortgagee  has
         forwarded to the above  address,  though the Mortgagor has not received
         the same  personally,  it shall be deemed that the  Mortgagor  has duly
         acknowledged such notice upon its arrival.

         In case of change of address, it is the duty of the Mortgagor to notify
         the  Mortgagee in writing.  In this case,  all notices to the Mortgagor
         shall be forwarded to the new address, and the previous paragraph shall
         apply mutantis mutandis. If the Mortgagor fails to notify the Mortgagee
         regarding  the change of address,  the notice of the  Mortgagee  having
         been  forwarded to the  Mortgagor  according to the previous  paragraph
         shall be deemed as duly received by the  Mortgagor in  accordance  with
         the previous paragraph.

This Addendum to Land  Mortgage  Contract is made in  triplicate.  Both parties,
having checked this contract in the presence of the Land Officer and found it to
in accordance with their intention,  hereunder sign their names or affix seal as
evidence in the presence  the Land  Officer.  One copy of this  Addendum to Land
Mortgage  Contract is for the Land Office,  and the  Mortgagor and the Mortgagee
each retaining one copy.  (This copy is for the  Mortgagor).  It was agreed that
the title deed of the mortgaged land shall be retained by the Mortgagee.


                  Mortgagor                      - Signed -
                                   (Power of Attorney dated 25 December 2001)

                  Mortgagee                      - Signed -
                                   (Power of Attorney dated 25 December 2001)


<PAGE>

                                                               Thor.Dor. 15 Form
                                 Official Emblem

                             Land Mortgage Contract

 (Increased collateral without increasing the amount, totaling five title deeds)

Land
----

Title Deed Nos. 6358, 6359, 6360, 16918, 16999,  Cadastral Survey 14 Tor., 4 Or.
Land Nos. 5/412/,  2/411,  1/410, 871, 878, Survey Page Nos. 270, 271, 272, 539,
540 Ko Rian  Sub-district,  Phra Nakhon Si Ayutthaya (Rop Krung) District,  Phra
Nakhon Si Ayutthaya (Krung Kao) Province

This Land Mortgage  Contract is made on 26 December  2001, at the Phra Nakhon Si
Ayutthaya Provincial Land Office

between V and A Holding Co., Ltd, the Mortgagor,  Thai nationality,  represented
by Mr.  Chanin  Thirapanyatham,  the  Appointee,  with  offices at Soi  Phongwet
Anusorn,  Sukhumvit 20 Road,  Bang Chak  Sub-district,  Phra  Khanong  District,
Bangkok Metropolis,

and Sin  Industries  Finance  Public  Company  Limited,  Thai  nationality,  the
Mortgagee, represented by Mr. Watcharit Rungrattrai, the Appointee, with offices
at  3rd-5th  Floors,  Sinthon  Tower II, No.  130-132,  Wireless  Road,  Lumpini
Sub-district, Pathum Wan District, Bangkok Metropolis.

Both parties agree as follows :

1.       The  Mortgagor  agrees to  mortgage  the  above  plots of land with the
         Mortgagee as collateral for  performance  of obligations  consisting of
         loan,  promissory note and all types of debt that the Mortgagor  and/or
         King Power Duty Free Co., Ltd. have with Sin Industries  Finance Public
         Company  Limited,  the  Mortgagee,  at  present  or at any  time in the
         future.

2.       The  Mortgagee  agrees to take on  mortgage  of the above plots of land
         under Clause 1 in all respects.

3.       -

4.       The existing structures on the land, and the terms and conditions shall
         be  according  to the Land  Mortgage  Contract and the Addendum to Land
         Mortgage  Contract  dated 25 December  2001,  and which shall be deemed
         part of this contract.

5.       This is a mortgage of the increased  collateral  without increasing the
         amount of the  mortgage  of the land  title deed No.  1284,  Lam Luk Ka
         Sub-district  (Khlong  Hok Wa,  Sai Lang  Nuea),  Lam Luk Ka  District,
         Pathum Thani Province, according to the Land Mortgage Contract dated 25
         December 2001, for Baht 100,000,000.00 (One Hundred Million Baht).

Both  parties  agree  that the  Mortgagee  shall  take hold of the  title  deeds
throughout validity of this Land Mortgage Contract.

<PAGE>

This Land Mortgage  Contract is made in seven  copies,  five copies for the Land
Office,  and the Mortgagor and the Mortgagee each retaining one copy. (This copy
is for the Mortgagor)

Both parties,  having checked and understood this contract  entirely,  hereunder
sign their names or affix  finger print as evidence in the presence of witnesses
and the Land Officer.


         Mortgagor     - Signed -     (Power of Attorney dated 26 December 2001)

         Mortgagee     - Signed -     (Power of Attorney dated 26 December 2001)

         Witness       - Signed -     (Miss Chutima Sunthatu)

         Witness       - Signed -     (Mrs. Chanthip Somprasong)


This Land Mortgage Contract is made in the presence of  - Signed -  Land Officer
                                                (Mr. Arunphan Sawatphong)
                                                 (Official Seal Affixed)