THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                                 Loan Agreement


This agreement is made at the Siam  Commercial  Bank Public  Company  Limited on
                 as evidence that :
----------------

We, King Power Duty Fee Co., Ltd., Thai nationality, with offices at 26th & 27th
Floors,  Siam Tower  Building,  No. 989, Rama I Road,  Pathum Wan  Sub-district,
Pathum Wan District, Bangkok Metropolis, hereinafter called the "Borrower," have
made this  agreement  with the Siam  Commercial  Bank  Public  Company  Limited,
hereinafter called the "Lender" as follows :

1.       Whereas  the  Borrower  has  obtained  a loan from the  Lender for Baht
         50,000,000.00  (Fifty Million Baht),  and whenever  having received any
         loan amount from the Lender, the Borrower shall issue a receipt of such
         amount to the Lender, which shall be deemed part of this agreement.

2.       The Borrower  agrees to pay interest for the loan under Clause 1 at the
         maximum interest rate charged to the general  customers as announced by
         the Lender under the Bank of  Thailand's  Notification,  Re : Procedure
         for  Commercial  Banks  Regarding  Interest and  Discount,  hereinafter
         called  the  "maximum  interest  rate,"  except  in the case  where the
         Borrower is in breach of any condition,  then the Borrower  consents to
         pay interest at the maximum  default  interest rate that the Lender has
         announced  under  the  said  Notification  of  the  Bank  of  Thailand,
         hereinafter  called the "maximum default interest rate." At the time of
         entering into this agreement,  the maximum interest rate is 11.50% p.a.
         and the maximum  default  interest  rate 15.00% p.a. The said  interest
         rates are subject to change as to be  announced by the Lender from time
         to time.  The Borrower  agrees to pay interest at the maximum  interest
         rate on  monthly  basis,  on or before the 5th of every  month,  to the
         Lender at the offices  and during  office  hours of the Lender.  If the
         date of payment of the interest falls on the Lender's holiday, it shall
         be  postponed  to the next  working  day.  Payment  of  interest  shall
         commence on
                    ------------------------------------------

3.       The Borrower  agrees repay the principal  under Clause 1, together with
         the interest, to the Lender, as follows :

         3.1      To pay the interest to the Lender on monthly basis, commencing
                  on obtaining the first payment; and

         3.2      To repay the principal to the Lender,  on monthly  basis,  for
                  Baht  2,100,000.00  (Two Million One Hundred  Thousand  Baht),
                  commencing on the 7th month from obtaining the first payment.

<PAGE>

         Such  payment  shall be made at the offices and during  office hours of
         the Lender,  until payment of the principal  together with the interest
         shall be complete  within 2 years and 6 months form  obtaining the loan
         amount.

4.       The Borrower may request to make prepayment of the principal, either in
         whole or in part,  before the date specified in Clause 3, provided that
         the Borrower has proceeded the followings :

         4.1      The Borrower has obtained a written  permission of the Lender.
                  In  view  of  this,  the  Borrower  agrees  that  it is  under
                  discretion  of the Lender  whether to permit the  Borrower  to
                  make prepayment of the outstanding  principal or not, to which
                  the Borrower shall not dispute, and the Borrower agrees to not
                  claim for any damages from the Lender.

         4.2      The  Borrower  has  paid  the  interest  of  the   outstanding
                  principal  as at the  date of  prepayment,  from  the  date of
                  previous payment of interest to the date of prepayment, to the
                  Lender accordingly.

         4.3      The Borrower  shall pay  prepayment fee at a rate of 2% of the
                  prepayment amount to the Borrower on the date of prepayment.

         The  Borrower  acknowledges  that though the  Borrower has made certain
         prepayment,  the Borrower remains liable to repay the principal and pay
         the interest according to the amount and due date specified in Clause 2
         and Clause 3.

5.       The Borrower agrees to perform the obligations to the Lender  according
         to the above covenants in all respects.

6.       In case of any of the followings,  it shall be deemed that the Borrower
         is in breach of the agreement :

         6.1      Where  the  Borrower  fails to repay  the  principal,  pay the
                  interest  or any money,  according  to the amount and due date
                  specified herein;

         6.2      Where the Borrower is in breach or violates any clause herein;

         6.3      Where any evidence, letter, guarantee or document submitted by
                  the  Borrower  to the  Lender  appears  to be false or fake or
                  invalid according to law;

<PAGE>

         6.4      Where an action has been entered against the Borrower or there
                  is any  grounds  for the Lender to  believe  that it may cause
                  damage to the operation or financial status of the Borrower;

         6.5      The Borrower  becomes  insolvent or is subject to receivership
                  or seizure or attachment of the property by the official; or

         6.6      The  collateral  submitted  by  the  Borrower  to  the  Lender
                  devalued  and/or  creditability  has  been  decreased  due  to
                  whatever  reasons and the Lender has  notified the Borrower to
                  arrange  for  additional  collateral  in order  that the total
                  collateral shall be not less than previously, but the Borrower
                  has failed to comply or was unable to do so.

         If the Borrower is in default or in breach of the above conditions, the
         Borrower  consents that it shall be deemed as default of the total loan
         and that all obligations under this agreement become due. Thereby,  the
         Borrower  consents  the Lender to charge the maximum  default  interest
         rate to the outstanding amount, from the date of default to the date on
         which payment is made in full,  and the Borrower shall be liable to all
         damages  occurred  to the Lender  due to such  default or breach of the
         conditions  by  the  Borrower,   including  the  expenses  on  warning,
         demanding,  collection,  litigation  and  enforcement of performance of
         obligations accordingly.

7.       The Borrower and the Lender  agree that if the  outstanding  payment of
         interest  has been  incurred for not less than one year due to whatever
         reasons, the Borrower consents the Lender to accumulate the same to the
         outstanding  principal,  and the interest shall be charged to the total
         amount  thereof.  Thereby,  the interest  accumulated  to the principal
         shall  become the  principal  that the Lender has to repay the Borrower
         under  Clause 3, and to pay  interest at the maximum  default  interest
         rate until the Borrower has performed the  obligations to the Lender in
         full, without having to notify the Borrower in advance.

         The  accumulation  of the interest to the principal as described in the
         previous  paragraph  shall not  prejudice the right of the Lender under
         Clause 6.

8.       All stamp duties,  fees (besides the ones  indicated  herein),  taxes &
         duties,  insurance  premiums of the collateral,  expense and any amount
         incurred  due to  registration  of the  collateral,  mortgage,  pledge,
         guarantee  or any  proceedings  related  to the  collateral,  power  of
         attorney on  insurance,  preparation  and making and  carrying out this
         agreement or juristic  documents or other  agreement(s)  in  connection
         with this  agreement,  including the legal fees and other  expenses and
         damages incurred from such proceedings  under this agreement,  shall be
         borne by the Borrower.

         In  addition,  in case the  Borrower  is in  breach  of this  agreement
         causing the Lender to incur the cost,  expense or pay additional  money
         for proceeding according to law, instruction,  notification,  directive

<PAGE>

         of the Bank of Thailand or the concerned  government agency,  including
         but not  limited  to the  reserve  of  fund,  cash,  liquidity  assets,
         appraisal of the  collateral  for  calculation  of the reserve for debt
         classification of the Borrower,  the Borrower consents to reimburse the
         increased  amount and/or the  additional  amount the Lender has to pay,
         due to the Borrower's  breach of agreement,  to the Lender upon receipt
         of the Lender's notice.

9.       The  Borrower  consents  that it is under  discretion  of the Lender to
         deduct money from all types of deposits  accounts the Borrower has with
         the  Lender or any money the  Borrower  has with the Lender or that the
         Borrower is entitled to receive  from the Lender,  including  the money
         that the  Borrower  is the  owner or the  creditor  of the  Lender,  as
         payment for the  principal,  interest,  fees,  stamp duties,  insurance
         premiums (if any), various expenses, damages or any amount the Borrower
         has the  duty to pay  the  Lender  under  this  agreement  immediately,
         without having to notify the Borrower.

         In case  the  money in the said  bank  account  and/or  the  money  the
         Borrower  has with the Lender or the money the  Borrower is entitled to
         receive from the Lender,  including  the money that the Borrower is the
         owner or the creditor of the Lender,  is not available or  insufficient
         for such  deduction  in full,  the Borrower  consents  that it is under
         discretion  of the Lender to debit the  amount  for which the  Borrower
         must be responsible, either in whole or in part, to the current account
         that the  Borrower  has with the Lender,  in order for the  Borrower to
         continue to be the debtor of overdraft  with the Lender.  Thereby,  the
         Borrower consents to pay interest for the total  accumulated  amount of
         overdraft to the Lender at the maximum  interest  rate,  except in case
         where the  Borrower  is in breach  of the  conditions  set forth in the
         application  for  opening  the  current  account  and/or the  Overdraft
         Agreement that the Borrower has made with the Lender, then the Borrower
         consents to pay the maximum  default  interest  rate  according  to the
         practice of charging  interest of the current account of the commercial
         banks, from the date of such overdraft onwards.

10.      All correspondence,  collection letters,  notices or other documents to
         be forwarded to the  Borrower,  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  Borrower,
         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  Borrower  has  failed  to  notify  such  change or
         demolition in writing to the Lender,  or because such address could not
         be found,  it shall be deemed that the  Borrower has  acknowledged  the
         same accordingly.

11.      In case this agreement has a mortgage of property as collateral, if the
         Lender  exercises  foreclosure  for auction and the  proceeds  deriving
         therefrom appears to be insufficient to perform the obligations,  or in
         case the Lender has taken the mortgaged  property and the value thereof
         appears to less than the obligations in whichever amount,  the Borrower
         consents  to pay the  difference  thereof,  from the  Borrower's  other
         property, to the Lender accordingly.

<PAGE>

12.      The Borrower  consents  the Lender to transfer  the rights,  duties and
         interests,  including the collateral  under this  agreement,  either in
         whole or in part, to a third party, by merely notifying the Borrower in
         writing.


The Borrower  and the Lender have  acknowledged  the contents of this  agreement
entirely and found it to be in accordance with their  intention,  hereunder sign
their names on the date indicated above.


                                                          (Company Seal Affixed)
                                   - Signed -
                         (King Power Duty Fee Co., Ltd.)                Borrower


           (Mrs. Napha Benchaphaibunkul) (Mr. Somsak Tangkanchanakiat)  Lender
                               Authorized Persons


                                   - Signed -
                              (Apichart Yodmueang)                      Witness


                                   - Signed -
                              (Kitcha Pariyapharit)                     Witness


<PAGE>

                   Letter of Request for Obtaining Loan Amount

                 The Siam Commercial Bank Public Company Limited


                                                                      Date


Re       Request for Receiving Loan Amount

To       Managing Director, Siam Commercial Bank Public Company Limited


Whereas we, King Power Duty Fee Co., Ltd.,  hereinafter  called the  "Borrower,"
have entered into a loan  agreement  with Siam  Commercial  Bank Public  Company
Limited,  hereinafter called the "Bank," for Baht  50,000,000.00  (Fifty Million
Baht),  according  to the Loan  Agreement  dated................................
hereinafter called the "Loan Agreement."

The    Borrower    would    like   to    receive    the   loan    amount    Baht
................................................  from the Bank,  and request the
Bank to proceed as follows :



The Borrower  agrees to be liable to the  proceedings  that the Bank has carried
out as requested by the  Borrower in all  respects,  and it shall be deemed that
the Borrower has received Baht .................................................
.................................................................................
from the Bank  accordingly,  and such cheque issued by the Bank for the above or
such  document  for  remitting  the loan amount into the bank  account  shall be
deemed the  receipt of the loan  amount of the  Borrower  according  to the Loan
Agreement.

Furthermore,  the Borrower  guarantees  that the Borrower has complied  with the
terms and conditions of the Loan Agreement in all respects, and not in breach of
any  condition or has taken any action in violation of the Loan  Agreement,  and
that the  Borrower  shall  disburse  of the said  loan  amount  for the  purpose
specified in the Loan Agreement.

For your consideration and kindly proceed as requested.

<PAGE>

                                                          (Company Seal Affixed)
                                   - Signed -                           Borrower
                         (King Power Duty Fee Co., Ltd.)


                                   - Signed -                           Witness
                              (Apichart Yodmueang)


                                   - Signed -                           Witness
                              (Kitcha Pariyapharit)

<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

        Letter Requesting the Bank to Deduct Money from Deposits Accounts


                                         Made at the Siam Commercial Bank Public
                                                    Company Limited, Head Office

                                         Date...................................


Whereas we, King Power Duty Free Co., Ltd., hereinafter called the "Debtor" have
credit  facilities  with  the  Siam  Commercial  Bank  Public  Company  Limited,
hereinafter  called the "Bank," and we have the  obligations  to perform  and/or
comply with the terms and  conditions  of the said credit  facilities  regarding
payment of the fees, stamp duties,  insurance  premiums,  service  charges,  and
relevant expenses and/or the damages concerning or in connection with the credit
facilities  granted by the Bank or our  performance  of  obligations to the Bank
and/or  various  persons  or  juristic  persons,  hereinafter  called the "third
party,"  existing  at  present  and/or in the  future,  in  accordance  with the
conditions  specified in the agreements of the credit  facilities that we and/or
the Debtor have made with the Bank,  hereinafter called collectively and instead
of one another as the "Debt,"

For our  convenience  and/or  that of the  Debtor in paying the said debt to the
Bank  and/or  the third  party,  we  request  the Bank to deduct  money from the
deposits accounts that we have with the Bank, be it any type of deposits account
existing at present or in the future,  hereinafter  called  collectively  as the
"deposits accounts" to pay our debt as stated above.

Therefore, by means of this letter, we request the Bank to proceed as follows :

1.       We  request  the  Bank to  deduct  money  from  our  deposits  accounts
         according to the amount of debt we and/or the Debtor have with the Bank
         and/or a third  party,  whereby  the Bank is  entitled  to  immediately
         deduct money from all  deposits  accounts,  from any account  before or
         after,  and in any amount from each deposits  account as the Bank deems
         appropriate,  to pay the debt we and/or the  Debtor  have with the Bank
         and/or a third party upon due date without having to notify us, and the
         Bank is entitled to deduct money from our deposits accounts,  either in
         whole or in part. If various  types of debt become due  simultaneously,
         the Bank may deduct money from our deposits accounts to pay any type of
         debt or several types of debt,  either in whole or in part,  and in any
         priority.

         For  deduction of money from our deposits  accounts for paying the debt
         in the  previous  paragraph,  we consent  the Bank to  collect  any fee
         and/or service charge and/or expense concerning such deduction from our
         deposits  accounts  and/or  concerning  the said  debt in the  previous
         paragraph  and/or the collateral we and/or the Debtor have submitted to
         the Bank at the rate  fixed by the  Bank,  and we  consent  the Bank to
         deduct money from our deposits accounts to pay the said debt as well.


<PAGE>

2.       If there  appears to be no money in the deposits  accounts for transfer
         or deduction for paying our debt, or having money but with insufficient
         amount for  transfer  or  deduction  for  paying  our debt in full,  we
         consent the Bank to proceed with any or all of the  followings  without
         having to notify us in advance :

         (1)      Deduct  other moneys we have with the Bank and/or the money we
                  are entitled to receive from the Bank,  including the money we
                  own or being the  creditor of the Bank,  as well as all rights
                  of claims we have or may  demand  from the Bank,  existing  at
                  present or in the future, for paying such debt.

         (2)      Pay or  transfer  money or issue a cheque  or take any  action
                  according  to the  request,  agreement,  or other  document we
                  and/or  the Debtor  have made with the Bank or a third  party,
                  either  existing at present or in the  future,  for paying the
                  debt to a third party.  Thereby,  we consent to reimburse  the
                  Bank in  full of such  amount  plus  interest  at the  maximum
                  interest   rate  for  general   customers  who  defaulted  the
                  condition as announced by the Bank under the  Notification  of
                  the  Bank  of  Thailand  on  Procedure  for  Commercial  Banks
                  Regarding  Interest and Discount  which, at the time of making
                  this  letter,  is  15.00%  p.a.,  and  subject  to  change  as
                  announced  by the Bank from time to time,  hereinafter  called
                  the "maximum  default interest rate" from the date of the said
                  action  has  been  taken  by the  Bank to the date on which we
                  shall reimburse the Bank in full.

         (3)      Debit the  amount of the total  debt or the  outstanding  debt
                  after deduction of money from the deposits accounts  according
                  to Clause 1 and/or deduction of any amount according to Clause
                  2 (1) and/or which incurred from the action taken according to
                  Clause 2 (2) into the current account we have with the Bank in
                  order that we shall owe the same amount as overdraft. Thereby,
                  we consent to pay interest of the accumulated overdraft amount
                  to the Bank at the maximum interest rate announced by the Bank
                  under the  Notification  of the Bank of Thailand on  Procedure
                  for Commercial Banks Regarding Interest and Discount which, at
                  the time of making this letter, is 11.50% p.a., and subject to
                  change as announced by the Bank from time to time, hereinafter
                  called the "maximum  interest  rate." In case of breach of the
                  terms  and  conditions  of the  application  for  opening  the
                  current  account  and/or the Overdraft  Agreement we have made
                  with the Bank, we 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


<PAGE>

                  onwards.  And, in this case,  it shall not be deemed as paying
                  other debt resulting in the finish of our liability,  until we
                  shall  have  made  debt   payment  to  the  Bank  totally  and
                  accordingly.

                  Whether  the Bank  proceeds  with any or all of the above,  we
                  consent that we remain to have the  obligation to pay the debt
                  to the  Bank,  and this  shall  not  relieve  us from  being a
                  defaulter in anyway.

3.       We agree  that all  documents  concerning  deduction  of money from our
         deposits accounts and/or the Bank's action as specified herein shall be
         deemed correct in all respects.

         In deduction of money from the said  deposits  accounts,  the Bank does
         not need to  notify us  because  we will  know of such  items  from the
         passbook and/or statement and/or money slip or receipt.

4.       All agreements already made by us and/or those to be made in the future
         with the Bank concerning  deduction of money from our deposits accounts
         for paying our debt  and/or that of the Debtor with the Bank and/or the
         debt we request the Bank to pay to a third party, if the said agreement
         has method of deduction  differently from this letter,  we consent that
         the Bank is  entitled  to  choose  to deduct  money  from our  deposits
         accounts by any or all methods specified in any or all agreements or as
         specified herein, as the Bank deems appropriate.

         In case of change of the number of any of our deposits  accounts due to
         whatever  reasons,  we agree that this letter shall be valid to the new
         deposits account number as well.

5.       As the Bank deducts money from our deposits  accounts and/or any amount
         specified herein  according to our request,  should there be any damage
         or error due to whatever reasons, the Bank shall not be liable thereto.

6.       We  acknowledge  that the Bank is entitled  to proceed  with any or all
         above  actions,  and  should  any  damage  occurred  to the Bank due to
         carrying our any of the above actions,  we consent to make compensation
         to the Bank in all respects and with no condition whatsoever.

7.       We consent  that this letter shall be valid  continuously  and we shall
         not revoke it until we and/or  the Debtor  shall have paid all debts to
         the Bank accordingly.

We  acknowledge  the  contents  of this  letter  entirely  and found it to be in
accordance  with our  intention,  and hereunder sign our name and affix seal (if
any) on the date indicated above.

<PAGE>


                                                          (Company Seal Affixed)
                                   - Signed -            Deposits Accounts Owner
                         (King Power Duty Fee Co., Ltd.)


                                   - Signed -            Witness
                              (Apichart Yodmueang)


                                   - signed -            Witness
                              (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,

hereinafter  called the  "Guarantors"  consents to guarantee the  performance of
obligations of King Power Duty Fee 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  750,000,000.00  (Seven  Hundred
Fifty 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  consents 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  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

<PAGE>

         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
         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  consents 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  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 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. - 2 -

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  consents 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 consents to be
         liable  to  performance  of the  outstanding  obligations  to the  Bank
         accordingly.

8.       The Guarantors consents 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,
         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.

<PAGE>

10.      The  Guarantors  consents  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   consents  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  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  Guarantors  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  Guarantors  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 Guarantors as well.

<PAGE>

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  consents 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
                              (Apichart Yodmueang)


                                   - signed -                          Witness
                              (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.,  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 Duty Fee 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  750,000,000.00  (Seven  Hundred
Fifty 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,
         mortgage,  pledge or preference right which the Debtor has submitted to

<PAGE>

         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
                              (Apichart Yodmueang)


                                   - Signed -                          Witness
                              (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., 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 Duty Fee 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  750,000,000.00  (Seven  Hundred
Fifty 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
         be liable  jointly  with the Debtor of the  obligations  prescribed  in

<PAGE>

         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
                              (Apichart Yodmueang)


                                   - Signed -                          Witness
                              (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 Tax Free Co., Ltd., with offices at 26th & 27th Floors, Siam
         Tower,  No.  989,  Rama I Road,  Pathum  Wan  Sub-district,  Pathum Wan
         District, Bangkok Metropolis,

hereinafter  called the  "Guarantor"  consents to guarantee the  performance  of
obligations of King Power Duty Fee 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  750,000,000.00  (Seven  Hundred
Fifty 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
         be liable  jointly  with the Debtor of the  obligations  prescribed  in

<PAGE>

         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 Tax Free Co., Ltd.)


                                   - Signed -                          Witness
                              (Apichart Yodmueang)


                                   - signed -                          Witness
                              (Kitcha Pariyapharit)