Guarantee Contract


This contract is made at the Siam Commercial Bank Public Company  Limited,  Head
Office, on................................., as evidence that the undersigned,

a.       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  "Guarantor"  consents to guarantee the  performance  of
obligations of King Power Tax Free Co., Ltd.,  hereinafter  called the "Debtor,"
to the Siam  Commercial  Bank Public  Company  Limited,  hereinafter  called the
"Bank," for the total  amount of guarantee  Baht  60,000,000.00  (Sixty  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, debts related to the
         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,  hereinafter  called the "Primary
         Debt."

         Both parties mutually  understand that the Guarantor 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 Bank has to pay regarding collection or
         litigation  against  the  Debtor  for  enforcement  of  performance  of
         obligations as well.

2.       The  Guarantor  consents the Bank to charge  interest of the  principal
         that the Debtor  and/or the  Guarantor  owe to the Bank at the  maximum
         rate for the general  customers  that the Bank has announced  under the
         Bank of  Thailand's  Notification  on Procedure  for  Commercial  Banks
         Regarding Interest and Discount, hereinafter called the "maximum rate,"
         except in the case where the Debtor  and/or the  Guarantor is in breach
         of the terms and  conditions  of the Primary  Debt and/or as  specified
         herein,  the Guarantor  consents to pay interest charged to the default
         customers announced by the Bank under the said notification of the Bank
         of Thailand, hereinafter called the "maximum default interest rate." At
         the time of entering into this contract,  the maximum  interest rate is
         11.50% p.a. and the maximum  default  interest  rate 15.00%  p.a.,  and
         these are subject to change as to be announced by the Bank from time to
         time.

3.       In case the Debtor  fails to pay the Primary  Debt,  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 the  Debtor  can no  longer  take
         advantage of the beginning or the end of the term, the Guarantor  shall

<PAGE>

         be liable  jointly  with the Debtor of the  obligations  prescribed  in
         Clause 1  immediately,  whereby  the  Guarantor  agrees to perform  the
         obligations  to the Bank  promptly  and/or  consents the Bank to deduct
         such amount from the deposits  accounts of the  Guarantor  under Clause
         10, as the Bank deems appropriate.

         In case any particular  item of the obligations  guaranteed  under this
         contract  is a Letter of  Guarantee  that the Bank has  issued  for the
         Debtor,  the Guarantor  hereby  consents  that if the creditor  demands
         payment from the Bank  according to the said Letter of  Guarantee,  the
         Bank is entitled to make such  payment  immediately  without  having to
         notify the Guarantor  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.

4.       This guarantee shall be valid continuously, and the Guarantor shall not
         revoke  it,  for as long as the Bank has not  received  performance  of
         obligations under Clause 1 in full.

5.       This  guarantee  shall  bind the  Guarantor  completely,  though it may
         appear  at a later  date  that the  Debtor  shall  not be liable to the
         Primary  Debt 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 Guarantor knows of the  misunderstanding or incompetence
         or not.

6.       The Bank  reserves the right to claim or not to claim or to release any
         guarantor,  without  having to request for  consents or to notify other
         Guarantor,  thereby the remaining Guarantor shall continue to be liable
         to the total obligations accordingly.

7.       In case the  Debtor  dies and the Bank has not  entered  an action  for
         enforcement of  performance of obligations  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  Guarantor  shall  not  raise  preclusion  by
         prescription  as a defense  against the Bank,  and shall  consent to be
         liable  to  performance  of the  outstanding  obligations  to the  Bank
         accordingly.

8.       The Guarantor  consents the Bank to grant leniency to the Debtor as the
         Bank deems  appropriate  without having to notify the Guarantor  first,
         and it shall be deemed  that the  Guarantor  agree to such  leniency on
         every occasion, and that the Guarantor waives the right on the Debtor's
         defense  against the Bank when the Bank demands the Guarantor to comply
         with the contract.

9.       Though it may appear  that any act of the Bank may cause the  Guarantor
         to be unable to  subrogate,  either in whole or in part, of the rights,

<PAGE>

         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 Guarantor under this contract shall not be relieved,
         either in whole or in part.

10.      The  Guarantor  consents  that it is  under  discretion  of the Bank to
         deduct money from all  deposits  accounts  the  Guarantor  has with the
         Bank,  including  the  money  that the  Guarantor  is the  owner or the
         creditor of the Bank,  for  performance  of  obligations  of the Debtor
         and/or the Guarantor under this contract immediately, without having to
         notify the  Guarantor.  In case the said deposits  accounts,  the money
         that the Guarantor is the owner or the creditor of the Bank,  shall not
         be  available  or   insufficient   for  deduction  for  performance  of
         obligations in full, the Guarantor consents that it is under discretion
         of the Bank to debit the amount that the Guarantor shall be responsible
         or such debt or the outstanding  amount into the current account of the
         Guarantor  in order  that the  Guarantor  shall owe the same  amount as
         overdraft.  Thereby,  the  Guarantor  consents  to pay  interest of the
         accumulated  overdraft amount to the Bank at the maximum interest rate,
         except in case of breach of the terms and conditions of the application
         for opening the current  account  and/or the Overdraft  Agreement  made
         with the  Bank,  the  Guarantor  consents  to pay the  maximum  default
         interest rate instead of the said maximum  interest rate,  according to
         the  practice of  computing  accumulated  interest of  overdraft of the
         commercial banks, from the date of the said overdraft onwards.

11.      The  Guarantor  consents  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 Guarantor as well.

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

13.      The Guarantor consents to  submit......................................
         to the Bank for retention until performance of the obligations shall be
         made in full.

<PAGE>

         The Guarantor, having read and understood this contract and found it to
be in  accordance  with  their  intention,  hereunder  sign the name on the date
indicated above.


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


                                   - Signed -                          Witness
                            (Mr. Apichart Yodmueang)


                                   - Signed -                          Witness
                            (Mr. Kitcha Pariyapharit)


<PAGE>

                               Guarantee Contract


This contract is made at the Siam Commercial Bank Public Company  Limited,  Head
Office, on .................................., as evidence that the undersigned,

a.       King Power  International 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  "Guarantor"  consents to guarantee the  performance  of
obligations of King Power Tax Free Co., Ltd.,  hereinafter  called the "Debtor,"
to the Siam  Commercial  Bank Public  Company  Limited,  hereinafter  called the
"Bank," for the total  amount of guarantee  Baht  60,000,000.00  (Sixty  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, debts related to the
         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,  hereinafter  called the "Primary
         Debt."

         Both parties mutually  understand that the Guarantor 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 Bank has to pay regarding collection or
         litigation  against  the  Debtor  for  enforcement  of  performance  of
         obligations as well.

2.       The  Guarantor  consents the Bank to charge  interest of the  principal
         that the Debtor  and/or the  Guarantor  owe to the Bank at the  maximum
         rate for the general  customers  that the Bank has announced  under the
         Bank of  Thailand's  Notification  on Procedure  for  Commercial  Banks
         Regarding Interest and Discount, hereinafter called the "maximum rate,"
         except in the case where the Debtor  and/or the  Guarantor is in breach
         of the terms and  conditions  of the Primary  Debt and/or as  specified
         herein,  the Guarantor  consents to pay interest charged to the default
         customers announced by the Bank under the said notification of the Bank
         of Thailand, hereinafter called the "maximum default interest rate." At
         the time of entering into this contract,  the maximum  interest rate is
         11.50% p.a. and the maximum  default  interest  rate 15.00%  p.a.,  and
         these are subject to change as to be announced by the Bank from time to
         time.

3.       In case the Debtor  fails to pay the Primary  Debt,  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 the  Debtor  can no  longer  take
         advantage of the beginning or the end of the term, the Guarantor  shall

<PAGE>

         be liable  jointly  with the Debtor of the  obligations  prescribed  in
         Clause 1  immediately,  whereby  the  Guarantor  agrees to perform  the
         obligations  to the Bank  promptly  and/or  consents the Bank to deduct
         such amount from the deposits  accounts of the  Guarantor  under Clause
         10, as the Bank deems appropriate.

         In case any particular  item of the obligations  guaranteed  under this
         contract  is a Letter of  Guarantee  that the Bank has  issued  for the
         Debtor,  the Guarantor  hereby  consents  that if the creditor  demands
         payment from the Bank  according to the said Letter of  Guarantee,  the
         Bank is entitled to make such  payment  immediately  without  having to
         notify the Guarantor  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.

4.       This guarantee shall be valid continuously, and the Guarantor shall not
         revoke  it,  for as long as the Bank has not  received  performance  of
         obligations under Clause 1 in full.

5.       This  guarantee  shall  bind the  Guarantor  completely,  though it may
         appear  at a later  date  that the  Debtor  shall  not be liable to the
         Primary  Debt 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 Guarantor knows of the  misunderstanding or incompetence
         or not.

6.       The Bank  reserves the right to claim or not to claim or to release any
         guarantor,  without  having to request for  consents or to notify other
         Guarantor,  thereby the remaining Guarantor shall continue to be liable
         to the total obligations accordingly.

7.       In case the  Debtor  dies and the Bank has not  entered  an action  for
         enforcement of  performance of obligations  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  Guarantor  shall  not  raise  preclusion  by
         prescription  as a defense  against the Bank,  and shall  consent to be
         liable  to  performance  of the  outstanding  obligations  to the  Bank
         accordingly.

8.       The Guarantor  consents the Bank to grant leniency to the Debtor as the
         Bank deems  appropriate  without having to notify the Guarantor  first,
         and it shall be deemed  that the  Guarantor  agree to such  leniency on
         every occasion, and that the Guarantor waives the right on the Debtor's
         defense  against the Bank when the Bank demands the Guarantor to comply
         with the contract.

9.       Though it may appear  that any act of the Bank may cause the  Guarantor
         to be unable to  subrogate,  either in whole or in part, of the rights,

<PAGE>

         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 Guarantor under this contract shall not be relieved,
         either in whole or in part.

10.      The  Guarantor  consents  that it is  under  discretion  of the Bank to
         deduct money from all  deposits  accounts  the  Guarantor  has with the
         Bank,  including  the  money  that the  Guarantor  is the  owner or the
         creditor of the Bank,  for  performance  of  obligations  of the Debtor
         and/or the Guarantor under this contract immediately, without having to
         notify the  Guarantor.  In case the said deposits  accounts,  the money
         that the Guarantor is the owner or the creditor of the Bank,  shall not
         be  available  or   insufficient   for  deduction  for  performance  of
         obligations in full, the Guarantor consents that it is under discretion
         of the Bank to debit the amount that the Guarantor shall be responsible
         or such debt or the outstanding  amount into the current account of the
         Guarantor  in order  that the  Guarantor  shall owe the same  amount as
         overdraft.  Thereby,  the  Guarantor  consents  to pay  interest of the
         accumulated  overdraft amount to the Bank at the maximum interest rate,
         except in case of breach of the terms and conditions of the application
         for opening the current  account  and/or the Overdraft  Agreement  made
         with the  Bank,  the  Guarantor  consents  to pay the  maximum  default
         interest rate instead of the said maximum  interest rate,  according to
         the  practice of  computing  accumulated  interest of  overdraft of the
         commercial banks, from the date of the said overdraft onwards.

11.      The  Guarantor  consents  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 Guarantor as well.

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

13.      The Guarantor consents to submit.......................................
         to the Bank for retention until performance of the obligations shall be
         made in full.

<PAGE>

The Guarantor,  having read and  understood  this contract and found it to be in
accordance with their  intention,  hereunder sign the name on the date indicated
above.


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


                                   - Signed -                          Witness
                            (Mr. Apichart Yodmueang)


                                   - Signed -                          Witness
                            (Mr. Kitcha Pariyapharit)


<PAGE>

                               Guarantee Contract


This contract is made at the Siam Commercial Bank Public Company  Limited,  Head
Office, on .................................., as evidence that the undersigned,

a.       King Power On Board Sale & Services 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  "Guarantor"  consents to guarantee the  performance  of
obligations of King Power Tax Free Co., Ltd.,  hereinafter  called the "Debtor,"
to the Siam  Commercial  Bank Public  Company  Limited,  hereinafter  called the
"Bank," for the total  amount of guarantee  Baht  60,000,000.00  (Sixty  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, debts related to the
         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,  hereinafter  called the "Primary
         Debt."

         Both parties mutually  understand that the Guarantor 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 Bank has to pay regarding collection or
         litigation  against  the  Debtor  for  enforcement  of  performance  of
         obligations as well.

2.       The  Guarantor  consents the Bank to charge  interest of the  principal
         that the Debtor  and/or the  Guarantor  owe to the Bank at the  maximum
         rate for the general  customers  that the Bank has announced  under the
         Bank of  Thailand's  Notification  on Procedure  for  Commercial  Banks
         Regarding Interest and Discount, hereinafter called the "maximum rate,"
         except in the case where the Debtor  and/or the  Guarantor is in breach
         of the terms and  conditions  of the Primary  Debt and/or as  specified
         herein,  the Guarantor  consents to pay interest charged to the default
         customers announced by the Bank under the said notification of the Bank
         of Thailand, hereinafter called the "maximum default interest rate." At
         the time of entering into this contract,  the maximum  interest rate is
         11.50% p.a. and the maximum  default  interest  rate 15.00%  p.a.,  and
         these are subject to change as to be announced by the Bank from time to
         time.

3.       In case the Debtor  fails to pay the Primary  Debt,  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 the  Debtor  can no  longer  take
         advantage of the beginning or the end of the term, the Guarantor  shall

<PAGE>

         be liable  jointly  with the Debtor of the  obligations  prescribed  in
         Clause 1  immediately,  whereby  the  Guarantor  agrees to perform  the
         obligations  to the Bank  promptly  and/or  consents the Bank to deduct
         such amount from the deposits  accounts of the  Guarantor  under Clause
         10, as the Bank deems appropriate.

         In case any particular  item of the obligations  guaranteed  under this
         contract  is a Letter of  Guarantee  that the Bank has  issued  for the
         Debtor,  the Guarantor  hereby  consents  that if the creditor  demands
         payment from the Bank  according to the said Letter of  Guarantee,  the
         Bank is entitled to make such  payment  immediately  without  having to
         notify the Guarantor  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.

4.       This guarantee shall be valid continuously, and the Guarantor shall not
         revoke  it,  for as long as the Bank has not  received  performance  of
         obligations under Clause 1 in full.

5.       This  guarantee  shall  bind the  Guarantor  completely,  though it may
         appear  at a later  date  that the  Debtor  shall  not be liable to the
         Primary  Debt 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 Guarantor knows of the  misunderstanding or incompetence
         or not.

6.       The Bank  reserves the right to claim or not to claim or to release any
         guarantor,  without  having to request for  consents or to notify other
         Guarantor,  thereby the remaining Guarantor shall continue to be liable
         to the total obligations accordingly.

7.       In case the  Debtor  dies and the Bank has not  entered  an action  for
         enforcement of  performance of obligations  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  Guarantor  shall  not  raise  preclusion  by
         prescription  as a defense  against the Bank,  and shall  consent to be
         liable  to  performance  of the  outstanding  obligations  to the  Bank
         accordingly.

8.       The Guarantor  consents the Bank to grant leniency to the Debtor as the
         Bank deems  appropriate  without having to notify the Guarantor  first,
         and it shall be deemed  that the  Guarantor  agree to such  leniency on
         every occasion, and that the Guarantor waives the right on the Debtor's
         defense  against the Bank when the Bank demands the Guarantor to comply
         with the contract.

9.       Though it may appear  that any act of the Bank may cause the  Guarantor
         to be unable to  subrogate,  either in whole or in part, of the rights,

<PAGE>

         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 Guarantor under this contract shall not be relieved,
         either in whole or in part.

10.      The  Guarantor  consents  that it is  under  discretion  of the Bank to
         deduct money from all  deposits  accounts  the  Guarantor  has with the
         Bank,  including  the  money  that the  Guarantor  is the  owner or the
         creditor of the Bank,  for  performance  of  obligations  of the Debtor
         and/or the Guarantor under this contract immediately, without having to
         notify the  Guarantor.  In case the said deposits  accounts,  the money
         that the Guarantor is the owner or the creditor of the Bank,  shall not
         be  available  or   insufficient   for  deduction  for  performance  of
         obligations in full, the Guarantor consents that it is under discretion
         of the Bank to debit the amount that the Guarantor shall be responsible
         or such debt or the outstanding  amount into the current account of the
         Guarantor  in order  that the  Guarantor  shall owe the same  amount as
         overdraft.  Thereby,  the  Guarantor  consents  to pay  interest of the
         accumulated  overdraft amount to the Bank at the maximum interest rate,
         except in case of breach of the terms and conditions of the application
         for opening the current  account  and/or the Overdraft  Agreement  made
         with the  Bank,  the  Guarantor  consents  to pay the  maximum  default
         interest rate instead of the said maximum  interest rate,  according to
         the  practice of  computing  accumulated  interest of  overdraft of the
         commercial banks, from the date of the said overdraft onwards.

11.      The  Guarantor  consents  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 Guarantor as well.

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

13.      The Guarantor consents to submit...............................  to the
         Bank for retention until  performance of the obligations  shall be made
         in full.

<PAGE>

         The Guarantor, having read and understood this contract and found it to
be in  accordance  with  their  intention,  hereunder  sign the name on the date
indicated above.


                                                          (Company Seal Affixed)
                                   - Signed -                          Guarantor
                 (King Power On Board Sale & Services Co., Ltd.)


                                   - Signed -                          Witness
                            (Mr. Apichart Yodmueang)


                                   - Signed -                          Witness
                            (Mr. Kitcha Pariyapharit)


<PAGE>

                               Guarantee Contract


This contract is made at the Siam Commercial Bank Public Company  Limited,  Head
Office, on.................................., as evidence that the undersigned,

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

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

hereinafter  called the  "Guarantors"  consent to guarantee the  performance  of
obligations of King Power Tax Free Co., Ltd.,  hereinafter  called the "Debtor,"
to the Siam  Commercial  Bank Public  Company  Limited,  hereinafter  called the
"Bank," for the total  amount of guarantee  Baht  60,000,000.00  (Sixty  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, debts related to the
         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,  hereinafter  called the "Primary
         Debt."

         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 Bank has to pay regarding collection or
         litigation  against  the  Debtor  for  enforcement  of  performance  of
         obligations as well.

2.       The  Guarantors  consent the Bank to charge  interest of the  principal
         that the Debtor  and/or the  Guarantors  owe to the Bank at the maximum
         rate for the general  customers  that the Bank has announced  under the
         Bank of  Thailand's  Notification  on Procedure  for  Commercial  Banks
         Regarding Interest and Discount, hereinafter called the "maximum rate,"
         except in the case where the Debtor and/or the Guarantors are in breach
         of the terms and  conditions  of the Primary  Debt and/or as  specified
         herein,  the Guarantors  consent to pay interest charged to the default
         customers announced by the Bank under the said notification of the Bank
         of Thailand, hereinafter called the "maximum default interest rate." At
         the time of entering into this contract,  the maximum  interest rate is
         11.50% p.a. and the maximum  default  interest  rate 15.00%  p.a.,  and
         these are subject to change as to be announced by the Bank from time to
         time.

3.       In case the Debtor  fails to pay the Primary  Debt,  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 the  Debtor  can no  longer  take
         advantage of the beginning or the end of the term, the Guarantors shall

<PAGE>

         be liable  jointly  with the Debtor of the  obligations  prescribed  in
         Clause 1  immediately,  whereby  the  Guarantors  agree to perform  the
         obligations to the Bank promptly and/or consent the Bank to deduct such
         amount from the deposits accounts of the Guarantors under Clause 10, as
         the Bank deems appropriate.

         In case any particular  item of the obligations  guaranteed  under this
         contract  is a Letter of  Guarantee  that the Bank has  issued  for the
         Debtor,  the  Guarantors  hereby  consent that if the creditor  demands
         payment from the Bank  according to the said Letter of  Guarantee,  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.

4.       This guarantee shall be valid  continuously,  and the Guarantors  shall
         not revoke it, for as long as the Bank has not received  performance of
         obligations under Clause 1 in full.

5.       This  guarantee  shall bind the  Guarantors  completely,  though it may
         appear  at a later  date  that the  Debtor  shall  not be liable to the
         Primary  Debt 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 know of the  misunderstanding or incompetence
         or not.

6.       The Bank  reserves the right to claim or not to claim or to release any
         guarantor,  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.

7.       In case the  Debtor  dies and the Bank has not  entered  an action  for
         enforcement of  performance of obligations  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 Bank,  and shall  consent to be
         liable  to  performance  of the  outstanding  obligations  to the  Bank
         accordingly.

8.       The Guarantors  consent the Bank to grant leniency to the Debtor as the
         Bank deems  appropriate  without having to notify the 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 Bank when the Bank demands the Guarantors to comply
         with the contract.

9.       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,

<PAGE>

         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.

10.      The  Guarantors  consent  that it is  under  discretion  of the Bank to
         deduct money from all deposits  accounts the  Guarantors  have with the
         Bank,  including  the money  that the  Guarantors  are the owner or the
         creditor of the Bank,  for  performance  of  obligations  of the Debtor
         and/or the Guarantors under this contract  immediately,  without having
         to notify the Guarantors. In case the said deposits accounts, the money
         that the  Guarantors  are the owner or the creditor of the Bank,  shall
         not be available or  insufficient  for  deduction  for  performance  of
         obligations in full, the Guarantors consent that it is under discretion
         of  the  Bank  to  debit  the  amount  that  the  Guarantors  shall  be
         responsible  or such debt or the  outstanding  amount  into the current
         account of the  Guarantors in order that the  Guarantors  shall owe the
         same  amount as  overdraft.  Thereby,  the  Guarantors  consent  to pay
         interest of the accumulated overdraft amount to the Bank at the maximum
         interest rate,  except in case of breach of the terms and conditions of
         the  application  for opening the current  account and/or the Overdraft
         Agreement made with the Bank, the Guarantors consent to pay the maximum
         default  interest  rate  instead  of the said  maximum  interest  rate,
         according  to  the  practice  of  computing   accumulated  interest  of
         overdraft of the commercial  banks, from the date of the said overdraft
         onwards.

11.      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.

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

13.      The Guarantors consent to submit................................ to the
         Bank for retention until  performance of the obligations  shall be made
         in full.

<PAGE>

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




                                   - Signed -                          Guarantor
                           (Mr. Viratana Suntaranond)


                                   - Signed -                          Guarantor
                            (Mr. Vichai Raksriaksorn)


                                   - Signed -                          Witness
                            (Mr. Apichart Yodmueang)


                                   - Signed -                          Witness
                            (Mr. Kitcha Pariyapharit)