KING POWER INTERNATIONAL GROUP CO LTD
APPLICATION FOR CREDIT FACILITIES
<DOCUMENT>
<TYPE>EX-10.112
<SEQUENCE>15
<FILENAME>kpg10kex10112123102.txt
<DESCRIPTION>APPLICATION FOR CREDIT FACILITIES
<TEXT>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------

                        Application for Credit Facilities

                                (Revision No. 2)

Application No. 024/45
                       Made at Bangkok First Investment & Trust Public Co., Ltd.

                                  on August 22, 2002

         Whereas we, King Power Duty Free Co., Ltd., by our authorized  director
Mr.  Viratana  Suntaranond,  with an  office  at  26th-27th  Floor,  Siam  Tower
Building,  989,  Rama I Road,  Pathum Wan  Sub-district,  Pathum  Wan  District,
Bangkok  Metropolis,  submitted  Applications for Credit  Facilities No. 008/44,
dated November 20, 2001 and No.004/45,  dated April 3, 2002, to and were granted
Credit  Facilities  by  Bangkok  First  Investment  & Trust  Public  Co.,  Ltd.,
hereinafter  referred  to  as  the  `Company'  since  an  additional  credit  of
20,000,000.-  baht  (twenty  million  baht) has been  granted  making up a total
credit of  80,000,000.-  baht (eighty  million baht), it is mutually agreed that
the terms and  conditions  of such Credit  Facilities  be amended for the second
time as follows:

         We  shall  issue to  Company  one or many  promissory  notes in lieu of
repayment of such Credits.  We shall pay the interest  accumulated on the amount
of each promissory note at the rate shown on each respective  note. We shall pay
interest  on the last day normal  working  day of each month and on the day when
the principal sum under the note is due and payable. If Company does not receive
payment of principal sum and/or interest due and payable under one or many notes
issued by us and/or upon demand by Company  for payment  whichever  the case may
be,  we shall pay  Company  the sum under  each note with  interest  accumulated
thereon at the default rate set by Company prevailing at the time instead of the
rate under the note,  which on the date of application  such default rate is 19%
per annum and it is subject to future increase or decrease.  We acknowledge that
Company shall calculate interest at such default rate from the day when interest
is due and payable  and/or on the maturity date of each and every note and/or on
the due date when Company demands for payment until Company  receives payment in
full.

         In the event  that one or of such many notes is mature  and/or  Company
demands for payment,  we shall  forthwith  pay Company all the principal sum and
interest still owing.  If we intend to use the credit  facilities as approved by
Company,  we shall issue Company with new note having value,  interest rate, due
date and  other  particulars  as set  forth by  Company  in  replacement  of the
existing  note and  continue to do so until we have repaid  Company all the sums
hereunder in full by August 15, 2003.

         In the event that we are in arrears  with  payment of  interest on such
credit for more than a year, Company may calculate compound interest at the said
default rate.

<PAGE>

         For the purpose of calculation, one year shall be regarded as 365 days.

         For the  credit  granted  by  Company,  we shall  put up the  following
securities:

         o  Pledge  of  note(s)  issued  by  Company  under  which  we  are  the
beneficiary.  We shall  endorse  on the back of one or many of such notes to put
it/them  in pledge to secure  repayment  of such  credits  and hand  it/them  to
Company. We agree that so long as each note is still valid we shall maintain the
value of note pledged  with  Company at lease 31.25% of the sums  borrowed by us
and still  owing to  Company.  Failure to do so shall be  regarded  as breach of
Credit Agreement in essence.

         o A guarantee of  80,000,000.-  baht (eighty  million baht) for all the
credits  granted to us under all notes to be put up  jointly,  severally  and on
behalf of each other by our directors Mr. Vichai  Raksriaksorn  and Mr. Viratana
Suntaranond.

         o A guarantee of  80,000,000.-  baht (eighty  million baht) for all the
credits  granted to us under all  applications  for credits to be put up by King
Power Tax Free Co., Ltd.

         Repayment  hereunder  shall be made at Company's  office during working
hours.  If the due date falls on a non-working  day,  repayment shall be made on
the last working day prior to such non-working day.

         Any communications  sent by Company to us at the above address by hand,
registered or unregistered mail shall be regarded as duly delivered, whether the
same are  received or not. If we change our address we shall  inform  Company of
our new address as soon as possible.

         Any  arrangements  made hereunder shall be binding upon us and we shall
comply with them in all respects.

         In witness  whereof,  we have  affixed our  signatures  hereunto in the
presence of the witnesses on the date written above.


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

(Seal of King Power Duty Free Co., Ltd.)

                                    -Signed-                           Witness
                            (Mr. Thanasan Amphatemi)


                                    -Signed-                           Witness
                       (Miss Laddawan Wiwatthanakulwanit)

<PAGE>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------

                        Application for Credit Facilities

                                   (Addition)

Application No. 004/45
                       Made at Bangkok First Investment & Trust Public Co., Ltd.

                                  on April 3, 2002

         Whereas we, King Power Duty Free Co., Ltd., by our authorized  director
Mr.  Viratana  Suntaranond,  with an  office  at  26th-27th  Floor,  Siam  Tower
Building,  989,  Rama I Road,  Pathum Wan  Sub-district,  Pathum  Wan  District,
Bangkok  Metropolis,  submitted  Applications for Credit  Facilities No. 008/44,
dated November 20, 2001 to and were granted  Credit  Facilities by Bangkok First
Investment & Trust Public Co., Ltd., hereinafter referred to as the `Company' of
60,000,000.- baht (Sixty million baht). It is mutually agreed that the terms and
conditions of such Credit Facilities be amended as follows:

         We  shall  issue to  Company  one or many  promissory  notes in lieu of
repayment of such Credits.  We shall pay the interest  accumulated on the amount
of each promissory note at the rate shown on each respective  note. We shall pay
interest  on the last day normal  working  day of each month and on the day when
the principal sum under the note is due and payable. If Company does not receive
payment of principal sum and/or interest due and payable under one or many notes
issued by us and/or upon demand by Company  for payment  whichever  the case may
be,  we shall pay  Company  the sum under  each note with  interest  accumulated
thereon at the default rate set by Company prevailing at the time instead of the
rate under the note,  which on the date of application  such default rate is 19%
per annum and it is subject to future increase or decrease.  We acknowledge that
Company shall calculate interest at such default rate from the day when interest
is due and payable  and/or on the maturity date of each and every note and/or on
the due date when Company demands for payment until Company  receives payment in
full.

         In the event  that one or of such many notes is mature  and/or  Company
demands for payment,  we shall  forthwith  pay Company all the principal sum and
interest still owing.  If we intend to use the credit  facilities as approved by
Company,  we shall issue Company with new note having value,  interest rate, due
date and  other  particulars  as set  forth by  Company  in  replacement  of the
existing  note and  continue to do so until we have repaid  Company all the sums
hereunder in full by March 31, 2003.

         In the event that we are in arrears  with  payment of  interest on such
credit for more than a year, Company may calculate compound interest at the said
default rate.

         For the purpose of calculation, one year shall be regarded as 365 days.

<PAGE>

         For the  credit  granted  by  Company,  we shall  put up the  following
securities:

         o  Pledge  of  note(s)  issued  by  Company  under  which  we  are  the
beneficiary.  We shall  endorse  on the back of one or many of such notes to put
it/them  in pledge to secure  repayment  of such  credits  and hand  it/them  to
Company. We agree that so long as each note is still valid we shall maintain the
value of note pledged  with  Company at lease 33.33% of the sums  borrowed by us
and still  owing to  Company.  Failure to do so shall be  regarded  as breach of
Credit Agreement in essence.

         o Acknowledgement jointly, severally and on behalf of each other by our
directors Mr. Vichai  Raksriaksorn  and Mr. Viratana  Suntaranond of the credits
granted to us hereunder. A letter of guarantee to the value of 60,000,000.- baht
(sixty million baht) was put up on November 20, 2001 by such persons.

         o Acknowledgement by us of the credits grated to us hereunder. A letter
of guarantee to the value of  60,000,000.-  baht (sixty million baht) was put up
by King Power Tax Free Co., Ltd. on November 20, 2001.

         Repayment  hereunder  shall be made at Company's  office during working
hours.  If the due date falls on a non-working  day,  repayment shall be made on
the last working day prior to such non-working day.

         Any communications  sent by Company to us at the above address by hand,
registered or unregistered mail shall be regarded as duly delivered, whether the
same are  received or not. If we change our address we shall  inform  Company of
our new address as soon as possible.

         Any  arrangements  made hereunder shall be binding upon us and we shall
comply with them in all respects.

         In witness  whereof,  we have  affixed our  signatures  hereunto in the
presence of the witnesses on the date written above.


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

(Seal of King Power Duty Free Co., Ltd.)

                                    -Signed-                           Witness
                            (Mr. Thanasan Amphatemi)


                                    -Signed-                           Witness
                       (Miss Laddawan Wiwatthanakulwanit)

<PAGE>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------

                           Memorandum of Understanding

                    Pledge Agreement, dated November 20, 2001

                                 Revision No. 1

         This Memorandum of  Understanding is made at Bangkok First Investment &
Trust Public Co., Ltd.,  with an address at 23rd Floor,  Bangkok  Insurance/YWCA
Building,  25, Sathon Tai Road,  Thung Mahamek  Sub-district,  Sathon  District,
Bangkok Metropolis, on April 3, 2002 between

         King Power Duty Free Co., Ltd.,  nationality:  Thai, with an address at
26th-27th Floor, Siam Tower,  989, Rama I Road, Pathum Wan Sub-district,  Pathum
Wan District,  Bangkok Metropolis,  hereinafter referred to as the `Pledger,' as
one party, and

         Bangkok First  Investment & Trust Public Co.,  Ltd.,  with an office at
23rd Floor, Bangkok Insurance/YWCA  Building, 25, Sathon Tai Road, Thung Mahamek
Sub-district,  Sathon District,  Bangkok Metropolis,  hereinafter referred to as
the `Pledgee,' as another party. It is mutually agreed as follows:

         Whereas  Pledgor  made  Pledge  Agreement,  dated  November  20,  2001,
hereinafter  referred  to as the  `Pledge  Agreement'  having  all the terms and
conditions of pledge of promissory  notes.  Pledgor  intends to amend the credit
limit,  terms and conditions  set forth by Pledgee under such Pledge  Agreement,
and Pledgee agrees with such  amendment.  It is therefore  mutually  agreed that
Revision No. 1 be made with the following terms and conditions:

1. Pledge Agreement Cl. 1 shall be amended to read:

         1. Whereas  Pledgee agrees to grant Pledgor credit up to  60,000,000.00
baht  (sixty  million  baht) in any form of loan  taken out at one or many times
before or after the date of this Pledge Agreement.  Pledgor agrees to repay such
loans to Pledgee according to the terms and conditions of each type of credit.

         To secure total repayment of principal sum and interest, Pledgor agrees
to put in pledge with Pledgee the  Pledgee-issued  promissory notes, under which
Pledgor is nominated as  beneficiary  for the sum  specified in the  Application
submitted  by  Pledgor  to Pledgee  for  Credit  Facilities  , and the terms and
conditions  thereof shall be regarded as a part of this Pledge  Agreement.  Such
promissory  note(s) shall be endorsed by Pledgor and handed to Pledgees from the
date of this Agreement and/or in the future,  and such  endorsement(s)  shall be
regarded as a part/parts hereof.

         Pledgor  hereby  authorize  Pledgee or its assign to  countersign  such
endorsement and pledge of such promissory notes on behalf of Pledgor.

2. Pledge Agreement Cl. 4 shall be amended to read:

         4. Under all  circumstances  Pledgee  shall be  entitled  to demand for
repayment  under such promissory  note(s),  and Pledgor shall waive its right of
claim against Pledgee in this respect. Pledgee shall apply such sum to repayment
of any sums  still  owing  under any  instruments,  and  return  the  balance to
Pledgor.  If such sum is less than the sum still owing,  Pledgor and/or Borrower
shall pay the shortfall.

         The Pledgee's  right of claim  mentioned above shall include the demand
for repayment of any sum under new  promissory  notes issued in  replacement  of
existing note after endorsement and delivery to Pledgee at the time of maturity.
Pledgor   expressly  agrees  that  the  obligations   hereunder  shall  also  be
transferred to such new notes issued by Pledgor to Pledgee.


3.       The terms and conditions of Pledge Agreement,  dated November 20, 2001,
         other than those amended herein shall remain the same.

4.       This  Memorandum  of  Understanding  shall be regarded as a part of the
         Pledge Agreement, dated November 20, 2001, between Pledgor and Pledgee.

         Pledgor and Pledgee have  thoroughly read and understood the content of
this Agreement.  Seeing that it is in accordance with their wishes,  the Parties
have affixed their  signatures  hereunto in the presence of the witnesses on the
above written date.

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

(Seal of King Power Duty Free Co., Ltd.)

                                    -Signed-                           Pledgee
               (Bangkok First Investment & Trust Public Co., Ltd.)
(Seal of Bangkok First Investment & Trust Public Co., Ltd.)

                                    -Signed-                           Witness
                            (Mr. Thanasan Amphatemi)


                                    -Signed-                           Witness
                       (Miss Laddawan Wiwatthanakulwanit)


<PAGE>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------

                           Memorandum of Understanding

                    Pledge Agreement, dated November 20, 2001

                       Revision No. 1, dated April 3, 2002

                                 Revision No. 2

         This Memorandum of  Understanding is made at Bangkok First Investment &
Trust Public Co., Ltd.,  with an address at 23rd Floor,  Bangkok  Insurance/YWCA
Building,  25, Sathon Tai Road,  Thung Mahamek  Sub-district,  Sathon  District,
Bangkok Metropolis, on August 22, 2002 between

         King Power Duty Free Co., Ltd.,  nationality:  Thai, with an address at
26th-27th Floor, Siam Tower,  989, Rama I Road, Pathum Wan Sub-district,  Pathum
Wan District,  Bangkok,  hereinafter referred to as the `Pledger,' as one party,
and

         Bangkok First  Investment & Trust Public Co.,  Ltd.,  with an office at
23rd Floor, Bangkok Insurance/YWCA  Building, 25, Sathon Tai Road, Thung Mahamek
Sub-district,  Sathon District,  Bangkok Metropolis,  hereinafter referred to as
the `Pledgee,' as another party. It is mutually agreed as follows:

         Whereas Pledgor made Pledge Agreement, dated November 20, 2001, and its
Revision No.1, dated April 3, 2002,  hereinafter referred to collectively as the
`Pledge  Agreement'  having all the terms and conditions of pledge of promissory
notes. Pledgor intends to amend the credit limit, terms and conditions set forth
by Pledgee under such Pledge Agreement,  and Pledgee agrees with such amendment.
It is therefore  mutually  agreed that Revision No. 2 be made with the following
terms and conditions:

1. Cl. 1 of Pledge  Agreement,  dated  November 20, 2001 and its Revision No. 1,
dated April 3, 2002, shall be amended to read:

         1. Whereas  Pledgee agrees to grant Pledgor credit up to  80,000,000.00
baht  (eighty  million  baht) in any form of loan taken out at one or many times
before or after the date of this Pledge Agreement.  Pledgor agrees to repay such
loans to Pledgee according to the terms and conditions of each type of credit.

<PAGE>

         To secure total repayment of principal sum and interest, Pledgor agrees
to put in pledge with Pledgee the  Pledgee-issued  promissory notes, under which
Pledgor is nominated as  beneficiary  for the sum  specified in the  Application
submitted  by  Pledgor  to Pledgee  for  Credit  Facilities  , and the terms and
conditions  thereof shall be regarded as a part of this Pledge  Agreement.  Such
promissory  note(s) shall be endorsed by Pledgor and handed to Pledgees from the
date of this Agreement and/or in the future,  and such  endorsement(s)  shall be
regarded as a part/parts hereof.

         Pledgor  hereby  authorize  Pledgee or its assign to  countersign  such
endorsement and pledge of such promissory notes on behalf of Pledgor.

2.       The terms and conditions of Pledge  Agreement,  dated November 20, 2001
         and its Revision  No.1,  dated April 3, 2002,  other than those amended
         herein shall remain the same.

3.       This  Memorandum  of  Understanding  shall be regarded as a part of the
         Pledge Agreement,  dated November 20, 2001 and its Revision No.1, dated
         April 3, 2002, between Pledgor and Pledgee.

         Pledgor and Pledgee have  thoroughly read and understood the content of
this Agreement.  Seeing that it is in accordance with their wishes,  the Parties
have affixed their  signatures  hereunto in the presence of the witnesses on the
above written date.


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

(Seal of King Power Duty Free Co., Ltd.)

                                    -Signed-                           Witness
               (Bangkok First Investment & Trust Public Co., Ltd.)
(Seal of Bangkok First Investment & Trust Public Co., Ltd.)

                                    -Signed-                           Witness
                            (Mr. Thanasan Amphatemi)


                                    -Signed-                           Witness
                       (Miss Laddawan Wiwatthanakulwanit)



<PAGE>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------


                               Letter of Guarantee
                               -------------------

                Bangkok First Investment & Trust Public Co., Ltd.

                                 August 22, 2002


We, the persons whose names are listed hereunder,

1.       Mr.  Vichai  Raksriaksorn,  age: 44,  Nationality:  Thai,  Race:  Thai,
         Address:  House No. 20,  Sukhumvit 64 Lane,  Sukhumvit  Road, Bang Chak
         Sub-district, Phra Khanong District, Bangkok Metropolis, and
2.       Mr. Viratana  Suntaranond,  age: 61,  Nationality:  Thai,  Race:  Thai,
         Address:  House No. 96/2, Village No. 4, Anusawari  Sub-district,  Bang
         Khen District, Bangkok Metropolis,

hereinafter  collectively  referred to as the `Joint  Guarantor,' hereby jointly
issue Bangkok First  Investment & Trust Public Co., Ltd., with an office at 23rd
Floor,  Bangkok  Insurance/YWCA  Building,  25,  Sathon Tai Road,  Thung Mahamek
Sub-district,  Sathon district,  Bangkok Metropolis,  hereinafter referred to as
the `Company,'  with this Letter of Guarantee to secure the  obligations of King
Power Duty Free Co., Ltd. with an office at 26th-27th  Floor,  Siam Tower,  989,
Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,
hereinafter referred to as the `Borrower,'

1.       Whereas  Company  agrees to grant Borrower  credit up to  80,000,000.00
         baht (eighty million baht) in any form of loan taken out at one or many
         times  before or after the date of this Letter of  Guarantee.  Borrower
         issued promissory notes to Company on the day of drawdown and agrees to
         repay such  loans to  Company at the place,  date and time set forth in
         each note.

         In the event  that  Borrower  fails to repay the loans  secured by such
         promissory  notes for any reasons  whatsoever,  or causes any losses or
         damages in connection with such credits, total or separate items, Joint
         Guarantor  shall,  upon notice by Company,  pay Company for such losses
         and/or  damages up to  80,000,000.-  baht (eighty  million  baht),  the
         interest  accumulated  thereon  a the rate of  19.00 % per  annum or at
         default  rate set by Company  and  prevailing  on the day of default on
         payment, whichever the case may be, and other expenses arising from and
         in connection with the recovery of such sum.

<PAGE>

2.       Joint  Guarantor  shall always  consent to extension of time granted to
         Borrower by Company and shall not put up such  extension of time as the
         grounds for discharging its liabilities.

3.       In the event of breach of Agreement or default on the part of Borrower,
         Joint  Guarantor  shall waive its right to make Company enforce payment
         from  Borrower  before  seeking   compensation  from  Joint  Guarantor.
         However, this waiver shall not prejudice Company's right to demand from
         or take legal proceedings against Borrower as it deems appropriate, and
         if Company cannot recover the entire amount or some of it, such acts as
         performed for and on behalf of Joint  Guarantor,  and  therefore  Joint
         Guarantor  shall  forthwith pay all the sums still owing  together with
         fees and  expense  incurred  on  Company,  whether or not  Company  has
         notified,  claimed or taken actions  against Joint  Guarantor as if the
         latter is a joint obligator.

4.       Any change of address by Joint Guarantor shall forthwith be notified to
         Company,  otherwise Joint Guarantor shall be responsible for the losses
         and damages incurred to Company.

5.       This  Guarantee  shall be binding upon Joint  Guarantor in all respects
         even if the same entered into such Agreement  through  misunderstanding
         knowingly or unknowingly.  Joint Guarantor shall not be discharged from
         liabilities  on the grounds that Company has  performed  any acts which
         result in Joint  Guarantor  not being able to assume all or some of the
         rights granted to Company before or at the time of making Guarantee.

6.       This  Guarantee  shall secure all the loans taken our by Borrower  from
         Company  before,  during  and after the date of this  Guarantee.  Joint
         Guarantor  shall not withdraw or revoke this Guarantee until Company is
         fully repaid by virtue hereof.

         In witness  whereof,  Joint  Guarantor  has  affixed  their  signatures
hereunto in the presence of the witnesses at the place and date written above.

                                    -Signed-                     Joint Guarantor
                            (Mr. Vichai Raksriaksorn)

                                    -Signed-                     Joint Guarantor
                           (Mr. Viratana Suntaranond)

                                    -Signed-                     Witness
                            (Mr. Thanasan Amphatemi)

                                    -Signed-                     Witness
                       (Miss Laddawan Wiwatthanakulwanit)



<PAGE>

Bangkok First Investment & Trust Public Company Limited
23rd Fl., Bangkok Insurance Bldg., 25 Sathon Tai Road, Sathon, Bangkok
Tel. (662) 677-4300  Fax: 677-4301
--------------------------------------------------------------------------------


                              Letter of Guarantee
                              -------------------

                Bangkok First Investment & Trust Public Co., Ltd.

                                August 22, 2002


         We, King Power Tax Free Co., Ltd., nationality: Thai, with an office at
26th-27th Floor, Siam Tower,  989, Rama I Road, Pathum Wan Sub-district,  Pathum
Wan District,  Bangkok Metropolis,  hereinafter  referred to as the `Guarantor,'
hereby issue Bangkok First  Investment & Trust Public Co., Ltd.,  with an office
at  Bangkok  Insurance/YWCA   Building,  25,  Sathon  Tai  Road,  Thung  Mahamek
Sub-district,  Sathon District,  Bangkok Metropolis,  hereinafter referred to as
the `Company,'  with this Letter of Guarantee to secure the  obligations of King
Power Duty Free Co., Ltd. with an office at 26th-27th  Floor,  Siam Tower,  989,
Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,
hereinafter referred to as the `Borrower,'

1.       Whereas  Company  agrees to grant Borrower  credit up to  80,000,000.00
         baht (eighty million baht) in any form of loan taken out at one or many
         times  before or after the date of this Letter of  Guarantee.  Borrower
         issued promissory notes to Company on the day of drawdown and agrees to
         repay such  loans to  Company at the place,  date and time set forth in
         each note.

         In the event  that  Borrower  fails to repay the loans  secured by such
         promissory  notes for any reasons  whatsoever,  or causes any losses or
         damages in  connection  with such  credits,  total or  separate  items,
         Guarantor  shall,  upon notice by Company,  pay Company for such losses
         and/or  damages up to  80,000,000.-  baht (eighty  million  baht),  the
         interest  accumulated  thereon  a the rate of  19.00 % per  annum or at
         default  rate set by Company  and  prevailing  on the day of default on
         payment, whichever the case may be, and other expenses arising from and
         in connection with the recovery of such sum.

2.       Guarantor shall always consent to extension of time granted to Borrower
         by Company and shall not put up such  extension  of time as the grounds
         for discharging its liabilities.


<PAGE>

3.       In the event of breach of Agreement or default on the part of Borrower,
         Guarantor  shall waive its right to make Company  enforce  payment from
         Borrower  before seeking  compensation  from Guarantor.  However,  this
         waiver shall not prejudice Company's right to demand from or take legal
         proceedings  against Borrower as it deems  appropriate,  and if Company
         cannot  recover the entire amount or some of it, such acts as performed
         for and on behalf of Guarantor, and therefore Guarantor shall forthwith
         pay all the sums still owing together with fees and expense incurred on
         Company, whether or not Company has notified,  claimed or taken actions
         against Guarantor as if the latter is a joint obligator.

4.       Any change of address Joint  Guarantor  shall  forthwith be notified to
         Company,  otherwise  Guarantor  shall be responsible for the losses and
         damages incurred to Company.

5.       This Guarantee  shall be binding upon Guarantor in all respects even if
         the same entered into such Agreement through misunderstanding knowingly
         or unknowingly.  Guarantor shall not be discharged from  liabilities on
         the  grounds  that  Company  has  performed  any acts  which  result in
         Guarantor not being able to assume all or some of the rights granted to
         Company before or at the time of making Guarantee.

6.       This  Guarantee  shall secure all the loans taken our by Borrower  from
         Company before, during and after the date of this Guarantee.  Guarantor
         shall not  withdraw or revoke  this  Guarantee  until  Company is fully
         repaid by virtue hereof.

         In witness whereof, Guarantor has affixed its signature hereunto in the
presence of the witnesses at the place and date written above.


                                    -Signed-                           Applicant
                         (King Power Tax Free Co, Ltd.)

(Seal of King Power Tax Free Co., Ltd.)

                                    -Signed-                           Witness
                            (Mr. Thanasan Amphatemi)


                                    -Signed-                           Witness
                       (Miss Laddawan Wiwatthanakulwanit)



</TEXT>
</DOCUMENT>
