KING POWER INTERNATIONAL GROUP CO LTD
GUARANTEE CONTRACT
<DOCUMENT>
<TYPE>EX-10.90
<SEQUENCE>18
<FILENAME>kpd4.txt
<DESCRIPTION>GUARANTEE CONTRACT
<TEXT>

                               Guarantee Contract


This guarantee contract is made at Export-Import Bank of Thailand, on 1 November
2001, as evidence that :

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

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

hereinafter  called the  "Guarantors"  consent to guarantee the  performance  of
obligations of King Power Duty Fee Co., Ltd.,  hereinafter  called the "Debtor,"
to  Export-Import  Bank of  Thailand,  hereinafter  called the  "Bank,"  for US$
5,000,000.00 (Five Million US Dollar), as follows :

1.       The  obligations  under this  guarantee  contract are loan,  overdraft,
         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.

         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 the debt,
         including  all  expenses  that  the Bank  has to pay in  collection  or
         entering an action against the debtor for enforcement of performance of
         obligations as well.

         The  Guarantors  agree and consent  that the Bank is entitled to change
         the interest rate prescribed in the first paragraph, from time to time,
         as the Bank deems  appropriate.  Thereby,  the Guarantors consent to be
         liable  to the new  interest  rate in all  respects,  without  the Bank
         having to notify the Guarantors.

2.       In case the debtor fails to perform the obligations, be it all items or
         separate item, or the debtor 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, under any circumstances that
         may cause the Bank to be unable to receive  performance of obligations,
         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 as
         the joint debtors of the obligations under Clause 1 forthwith. Thereby,
         the  Guarantors  agree to perform the  obligations to the Bank promptly
         and/or consent the Bank to deduct such amount and/or the right of claim
         of the Guarantors under Clause 11 as the Bank wishes, without having to

<PAGE>

         demand the debtor to perform the obligations  first,  though the debtor
         may have  property,  and without  prejudice to the right of the Bank to
         proceed to demand or enter an action  against the  debtor,  the heir or
         the estate  and/or the  subrogee of the rights and duties of the debtor
         to perform the  obligations  first, as the Bank deems  appropriate.  In
         such case, if the Bank has not received performance of obligations,  or
         has received the same but not in full, the Guarantors  consent that the
         Bank has taken  such  action  for the  Guarantors,  and the  Guarantors
         consent to pay the outstanding  debt or the remaining  amount promptly,
         and agree to make  reimbursement  on the fees and/or  expenses the Bank
         has paid for taking  such  action,  whether the Bank has  notified  the
         Guarantors  in advance or not,  and  whether  the Bank has  demanded or
         entered an action against the Guarantors  jointly with the debtor,  the
         heir or the estate  and/or the subrogee of the rights and duties of the
         debtor or not.



         In case the  debtor is in  default  of payment or in breach of the loan
         agreement  or  at  any  time  that  the  Bank  deems  appropriate,  the
         Guarantors  agree  that the Bank is  entitled  to convert  the  foreign
         currency to Baht, at any time the Bank deems appropriate,  based on the
         selling  exchange  rate of the  Bank,  without  having  to  notify  the
         Guarantors.  In this case,  the  Guarantors  agree and consent that the
         loan  that  has been  converted  to Baht  shall  be the  loan  that the
         Guarantors  have the duty to pay to the Bank and it shall not be deemed
         as debt restructuring.

         In case any particular item of the debt guaranteed  under this contract
         is a debt that the Bank is binding to perform the  obligation  that the
         debtor has with a third party such as issuance of letter of  guarantee,
         aval/guarantee  of promissory  notes or other debt of such nature,  the
         Guarantors  hereby  consent that if the creditor  according to the said
         right  of  claim  demands  payment  from  the  Bank  according  to  the
         obligation the Bank has made, 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.

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

4.       This  guarantee  shall bind the  Guarantors  completely,  though it may
         appear at a later date that the debtor  shall not be liable to the said
         agreement 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.

<PAGE>

5.       In case the  debtor  dies and the Bank has not  entered  an action  for
         enforcement of  performance of obligations  from the heir or the estate
         or the subrogee of rights and duties of the debtor, until one year from
         the date of  death,  the  Guarantors  shall  not  raise  preclusion  by
         prescription  as a defense  against the Bank,  and shall  consent to be
         liable to performance of the outstanding  obligations  jointly with the
         debtor as the joint  debtor  according  to the  outstanding  amount the
         debtor has with the Bank accordingly.

6.       The  Guarantors  consent the Bank to grant  leniency  and/or reduce the
         debt and/or compromise  and/or permit debt  restructuring to the debtor
         on every occasion, whether the Guarantors have been notified in advance
         or not, and that the  Guarantors  shall waive the right on the debtor's
         defense against the Bank when the Bank demands the Guarantors to comply
         with the contract.

7.       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.

8.       The  Guarantors  consent  that any act of the  debtor or a third  party
         causing  an  interruption  to  the  prescription  of  the  debts  under
         guarantee  to  the  disadvantage  of  the  debtor,   it  shall  be  the
         disadvantage of the Guarantors as well.

9.       As security for compliance with this contract,  the Guarantors  consent
         to submit the following  securities  and/or property to the Bank and/or
         consent to the following proceedings :
                                               ---------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
         the above securities and/or property, with no encumbrance whatsoever.

10.      With regard to the  property  submitted to the Bank under Clause 9, the
         Guarantors and the Bank agree that though such property may be retained
         at the  premises of the  Guarantors  or at the premises of the agent or
         the depository of the Guarantors, or the Guarantors or the agent or the
         depository of the Guarantors continue to retain such property, it shall
         be deemed as retention  on behalf and in the name of the Bank,  whereby
         or the  Guarantors  or the agent or the  depository  of the  Guarantors
         shall be in the position of depository only.  Retention of the property
         may be  relocated  to other place only after a written  permission  has
         been obtained  from the Bank.  Should any damage occur to such property
         in whichever  manner,  the Guarantors shall not cite it as a reason for
         refusal of liability,  thereby the  Guarantors  shall remain binding to
         perform  the  obligations  under  this  contract  to  the  Bank  in all
         respects.  the Guarantors  shall not charge the fee or remuneration for
         retention of such property from the Bank.

<PAGE>

11.      The  Guarantors  consent the Bank to deduct all money and/or  rights of
         claim the Guarantors have with the Bank or may demand from the Bank for
         performance  of  obligations  of the  Guarantors  under  this  contract
         immediately.  Any property of the  Guarantors in possession of the Bank
         shall be deemed that the Guarantors  have pledged the same to the Bank,
         and  the  Guarantors   consent  the  Bank  to  enforce  the  pledge  as
         performance of obligation of the Guarantors.

12.      In case of one or several guarantors at this time, or the Bank deems to
         have one or several  persons to be the guarantors  additionally at this
         time or at a later date,  if the Bank has  relieved  the  guarantee  or
         change the  guarantors,  be it the  relieve or change of one or several
         guarantors,  or relieve the guarantee  either in whole or in part,  the
         remaining  Guarantors  consent  that  such act  shall  not be deemed as
         relieving the liabilities under this contract, either in part and/or in
         whole,  and it shall not be cited and/or taken  advantage or a defense,
         which may occur  according  to Section 293 and Section 296 of the Civil
         and  Commercial  Code, as the reason for relieving the  liabilities  or
         being a  defense  against  the Bank in order  to be  relieved  from the
         liabilities.

13.      All correspondence and/or notices to be forwarded to the Guarantors, by
         registered or regular mail, or by messenger,  if having been  forwarded
         to the above address,  it shall be deemed as having been duly forwarded
         to the Guarantors,  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.

As evidence,  the  Guarantors  hereunder  sign their names on the date indicated
above.



                                   - signed -                          Guarantor
                            (Mr. Vichai Raksriaksorn)


                                   - signed -                          Guarantor
                           (Mr. Viratana Suntaranond)


                                   - signed -                          Witness
                            (Miss Sonlaya Sathiyalak)


                                   - signed -                          Witness
                            (Miss Sasithon Mamueang)



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</DOCUMENT>
