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                                                                 EXHIBIT 10.16



The Hongkong and Shanghai Banking Corporation Limited
Hong Kong

GUARANTEE BY LIMITED COMPANY (LIMITED AMOUNT - UNDER SEAL)

1.       Definitions

         "Bank" means The Hongkong and Shanghai Banking Corporation Limited at 
         its office specified in the Schedule and its successors and assigns;

         "Banking Facilities" means such facilities as the Bank may make or
         continue to make available to the Customer or to any other person at
         the request of the Customer;

         "Customer" means the person whose name and address are specified in 
         the Schedule;

         "Default Interest" means interest at such rate as the Bank may
         specify, compounded monthly if not paid on the dates specified by the
         Bank;

         "Exchange Rate" means the rate for converting one currency into
         another currency which the Bank determines to be prevailing in the
         relevant foreign exchange market at the relevant time, such
         determination to be conclusive and binding on the Guarantor;

         "Guaranteed Moneys" means (i) all moneys in any currency owing by the
         Customer to the Bank at any time, actually or contingently, in any
         capacity, alone or jointly with any other person, (ii) interest on
         such moneys (both before and after any demand or judgment), to the
         date on which the Bank receives payment, at the rates payable by the
         Customer or which would have been payable but for any circumstance
         which restricts payment and (iii) expenses of the Bank in enforcing
         this Guarantee on a full indemnity basis;

         "Guarantor" means the person whose name and address are specified in 
          the Schedule;

         "Maximum Liability" means the sum specified in the Schedule plus
         Default Interest on that sum and expenses of the Bank in enforcing
         this Guarantee on a full indemnity basis; where a liability for
         Guaranteed Moneys is incurred in a currency different from the
         currency in which the Maximum Liability is stated and the equivalent
         of that liability in the currency in which the Maximum Liability is
         stated, calculated at the Exchange Rate, has increased since it was
         incurred, that increase shall be added to the Maximum Liability;

         "person" includes an individual, firm, company, corporation and an 
         unincorporated body of persons; and

         "Process Agent" means that person, if any, whose name and Hong Kong
         address are specified in the Schedule.


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2.       Guarantee

         2.01     In consideration of the Banking Facilities, the Guarantor 
                  guarantees to pay the Guaranteed Moneys to the Bank on demand.

         2.02     The liability of the Guarantor shall not exceed the Maximum 
                  Liability.

         2.03     The Guarantor shall pay Default Interest (to the extent that
                  it is not paid by the Customer) on the Guaranteed Moneys from
                  the date of demand by the Bank on the Guarantor until the
                  Bank receives payment of the whole of the Guaranteed Moneys
                  (both before and after any demand or judgment or any
                  circumstance which restricts payment by the Customer).

         2.04     A certificate of balance signed by any duly authorized
                  officer of the Bank shall be conclusive evidence against the
                  Guarantor of the amount of the Guaranteed Moneys owing at any
                  time.

         2.05     The Bank shall be entitled to retain this Guarantee and any
                  security it has in respect of the Guaranteed Moneys for such
                  period as the Bank may certify to the Guarantor to be
                  appropriate in order to protect the interests of the Bank in
                  respect of the Guaranteed Moneys.

3.       Continuing and Additional Security

         3.01     This Guarantee is a continuing security and shall secure the
                  whole of the Guaranteed Moneys until one calendar month after
                  receipt by the Bank of notice in writing by the Guarantor or
                  a liquidator or receiver of the Guarantor to terminate it.
                  Nevertheless and despite the giving of such notice, this
                  Guarantee shall continue to apply to the Guaranteed Moneys in
                  respect of which the Customer is or becomes actually or
                  contingently liable up to such termination and the Guarantor
                  guarantees to pay such Guaranteed Moneys to the Bank on
                  demand whether that demand is made before, at the time of or
                  after such termination.

         3.02     This Guarantee is in addition to, shall not be affected by
                  and may be enforced despite the existence of any other
                  guarantee or security held by the Bank.

4.       Customer's Accounts

         The Bank may, at any time and despite the termination of this
         Guarantee, continue any existing account and open any new account in
         the name of the Customer and no subsequent transactions, receipts or 
         payments involving such new accounts shall affect the liability of the
         Guarantor.

5.       Payments




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         5.01     Payments by the Guarantor shall be made to the Bank as
                  specified by the Bank without any set-off, counterclaim,
                  withholding or condition of any kind except that, if the
                  Guarantor is compelled by law to make such withholding, the
                  sum payable by the Guarantor shall be increased so that the
                  amount actually received by the Bank is the amount it would
                  have received if there had been no withholding.

         5.02     Payment by the Guarantor to the Bank shall be in the currency
                  of the relevant liability or, if the Bank so agrees in
                  writing, in a different currency, in which case the
                  conversion to that different currency shall be made at the
                  Exchange Rate.

         5.03     No payment to the Bank under this Guarantee pursuant to any
                  judgment, court order or otherwise shall discharge the
                  obligation of the Guarantor in respect of which it was made
                  unless and until payment in full has been received in the
                  currency in which it is payable under this Guarantee and, to
                  the extent that the amount of any such payment shall, on
                  actual conversion into such currency, at the Exchange Rate,
                  fall short of the amount of the obligation, expressed in that
                  currency, the Guarantor shall be liable for the shortfall.

         5.04     Any moneys paid to the Bank in respect of the Guaranteed
                  Moneys may be applied in or towards satisfaction of the same
                  or placed to the credit of such account as the Bank may
                  determine with a view to preserving its rights to prove for
                  the whole of the Guaranteed Moneys.

         5.05     If any moneys paid to the Bank in respect of the Guaranteed
                  Moneys are required to be repaid by virtue of any law
                  relating to insolvency, bankruptcy or liquidation or for any
                  other reason, the Bank shall be entitled to enforce this
                  Guarantee as if such moneys had not been paid.

6.       Set-off

         The Bank may, at any time and without notice, apply any credit balance
         to which the Guarantor is entitled on any account with the Bank in or
         towards satisfaction of the Guaranteed Moneys. For this purpose, the
         Bank is authorized to purchase, at the Exchange Rate, such other
         currencies as may be necessary to effect such application with the
         moneys standing to the credit of such account.

7.       Lien

         The Bank is authorized to exercise a lien over all property of the
         Guarantor coming into the possession or control of the Bank, for
         custody or any other reason and whether or not in the ordinary course
         of banking business, with power for the Bank to sell such property to
         satisfy the Guaranteed Moneys.


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8.       Guarantor as Principal Debtor

         The liability of the Guarantor under this Guarantee shall not be
         discharged or otherwise affected by reason of the Bank entering into
         any agreement or arrangement with the Customer or any other person or
         by reason of any legal limitation, disability or incapacity or any
         other act, omission or circumstance which, but for this provision,
         would discharge the Guarantor to any extent. Any Guaranteed Moneys
         which may not be recoverable from the Customer for any such reason
         shall be recoverable by the Bank from the Guarantor as principal
         debtor by way of indemnity, on demand, together with Default Interest
         thereon in accordance with Clause 2.03.

9.       Guarantor as Trustee

         9.01     The Guarantor shall not, until the whole of the Guaranteed
                  Moneys have been received by the Bank, exercise its rights of
                  subrogation, indemnity, set-off or counterclaim against the
                  Customer or its rights to participate in any security the
                  Bank has in respect of the Guaranteed Moneys or, unless
                  required by the Bank to do so, to prove in the bankruptcy or
                  liquidation of the Customer. The Guarantor shall hold any
                  amount recovered, as a result of the exercise of any of such
                  rights, on trust for the Bank and shall pay the same to the
                  Bank immediately on receipt.

         9.02     The Guarantor has not taken any security from the Customer
                  and agrees not to do so until the Bank has received the whole
                  of the Guaranteed Moneys. Any security taken by the Guarantor
                  in breach of this provision shall be held in trust for the
                  Bank as security for the Guaranteed Moneys and all moneys at
                  any time received in respect thereof shall be paid to the
                  Bank immediately on receipt.

10.      No Waiver

         No act or omission by the Bank pursuant to this Guarantee shall affect
         its rights, powers and remedies hereunder or any further or other
         exercise of such rights, powers or remedies.

11.      Assignment

         The Guarantor may not assign or transfer any of its rights or
         obligations hereunder. The Bank may assign any of its rights hereunder
         to a person in whose favour it has made an assignment of all or any of
         the Banking Facilities.

12.      Communications

         Any notice, demand or other communication under this Guarantee shall
         be in writing addressed to the Guarantor at its registered office
         address or at the last address registered with the Bank and addressed
         to the Bank at its office specified in the 


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         Schedule or such other address as the Bank may notify to the Guarantor
         for this purpose and may be delivered personally, by leaving it at
         such address, by post, facsimile transmission or telex and shall be
         deemed to have been delivered to the Guarantor at the time of personal
         delivery or on leaving it at such address or on the second day
         following the day of posting or on the day of dispatch, if sent by
         facsimile transmission or telex, and to the Bank on the day of actual
         receipt.

13.      Severability

         Each of the provisions of this Guarantee is severable and distinct
         from the others and, if one or more of such provisions is or becomes
         illegal, invalid or unenforceable, the remaining provisions shall not
         be affected in any way.

14.      Governing Law and Jurisdiction

         14.01    This Guarantee is governed by and shall be construed in
                  accordance with the laws of Hong Kong.

         14.02    The Guarantor submits to the non-exclusive jurisdiction of
                  the Hong Kong Courts but this Guarantee may be enforced in
                  the Courts of any competent jurisdiction.

15.      Governing Version

         This Guarantee is executed in an English version and a Chinese
         version. The English version is the governing version and shall
         prevail whenever there is any discrepancy between the English version
         and the Chinese version.

16.      Process Agent

         If a Process Agent is specified in the Schedule, service of any legal
         process on the Process Agent shall constitute service on the
         Guarantor.

17.      Execution

         This Guarantee has been entered into by the Guarantor under its common
         or corporate seal, whichever may be affixed below, on May 17, 1997.


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                                    SCHEDULE

Bank's Office   HSBC, 2/F Corporate Banking Centre, 673 Nathan Road , Hong
              ------------------------------------------------------
Kong.

Customer        Celebrity Exports, Int'L Ltd.     of     12/F Empire Centre,
         ----------------------------------------    ----------------------
       68 Mody Road, Tsimshatsui East, Kowloon.
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Guarantor         Celebrity Inc.                          of     P.O. Box 6666,
         ------------------------------------------------    ------------------
         4520 Old Troup Hwy., Tyler, Texas 75711, U.S.A.                       
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Specified Sum in Respect of Maximum Liability       HKD55,000,000.00
                                               --------------------------------

Process Agent                                    of
              -----------------------------------   ---------------------------
                                                                   Hong Kong.
------------------------------------------------------------------, 

Executed under the Seal of the Guarantor in the                )
presence of the following director(s) and/or secretary:        )


Celebrity, Inc.

/s/ JAMES R. THOMPSON
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Signature

Name  James R. Thompson
      -----------------------------
Office Vice President
       ----------------------------
Identification
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Signature


Name
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Office
       ----------------------------

Identification
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