Duplicate

                             Memorandum of Amendment
                 Attached to the Building Space Lease Agreement
                          Bangkok International Airport
                     No. 1-01/2545, dated November 20, 2001
                                  1st Amendment


         This memorandum is made at the Airports  Authority of Thailand on April
30, 2002 between the Airports  Authority of Thailand,  by Flight Lieutenant M.L.
Yom  Ngonrot,  Director of Bangkok  International  Airport  acting for  Managing
Director of the Airports Authority of Thailand, hereinafter called, the "lessor"
on one party and King Power Duty Free Co., Ltd., registered as a juristic person
as a limited  company under the Civil and Commercial  Code,  with head office at
No. 989,  26th-27th  Floors,  Siam Tower,  Rama I Road, Pathum Wan Sub-district,
Pathum Wan District, Bangkok Metropolis, by Mr. Viratana Suntaranond, authorized
to oblige  King Power  Duty Free Co.,  Ltd.,  according  to the  Certificate  of
Bangkok  Company/Partnership  Registration  Office, No. 2235, dated February 15,
2002, hereinafter called, "lessee" on the other party.

         Whereas the lessor  agrees to lease out and the lessee  agrees to lease
space in Bangkok  International  Airport  according to Agreement No.  1-01/2545,
dated November 20, 2001 for 3 years from January 1, 2002 to December 31, 2004.

         Whereas the lessor  agrees to lease out and the lessee  agrees to lease
additional space in the International  Terminal,  Bangkok International Airport,
namely,  Area No. 1901 of 7 square meters from January 1, 2002 and Area No. 3710
of 102.50 square meters from January 16, 2002.

         Therefore, both parties agree to make this memorandum as follows:

         Section 1. Add  documents  1, 2 and 3 to  Appendix  A attached  to this
memorandum  as Sheets No. 4, 5 and 6 of  Appendix A attached  to  Agreement  No.
1-01/2545, dated November 20, 2001.

         Section 2. To make this  memorandum,  the lessee has submitted a Letter
of Guarantee, No. Khor. 105-02-00068-2/022,  dated March 12, 2002, issued by the
Siam Commercial Bank Public Co., Ltd., Choet Wutthakat (Don Mueang) Branch,  for
an amount of Bt137,724 (one hundred and thirty-seven  thousand seven hundred and
twenty-four  Baht) to the lessor as  performance  guarantee for the execution of
Agreement No.  1-01/2545,  dated  November 20, 2001. The lessor shall return the
said  performance  guarantee  to the lessee as soon as the lessee is relieved of
any obligations under the Agreement.

         Section 3. Other statements in Agreement No. 1-01/2545,  dated November
20, 2001 asides from  what's  specified  in Sections 1 and 2 of this  memorandum
shall continue to be enforceable.

         Section  4. This  memorandum  shall go into  effect on  January 1, 2002
onwards.

<PAGE>


         This memorandum is made in duplicated copies. Both parties, having read
and understood it entire,  hereunder sign their names and affix seal (if any) in
the presence of witnesses and each retaining one copy.


The Lessor                               The Lessee
----------                               ----------

F. Lt. ..... Signed ....                 .... Signed ....
(M.L. Yom Ngonrot)                       (Mr. Viratana Suntaranond)
                                         (Seal of King Power Duty Free Co.,Ltd.)

Witness                                  Witness
-------                                  -------

..... Signed ....                         .... Signed ....
(Mr. Krit Phakhakit)                     (Miss Sarinthorn Chongchaidejwong)


<PAGE>

                    The Siam Commercial Bank Public Co., Ltd.

                               Letter of Guarantee

105-60-00076-5
No. Khor. 105-02-00068-2/022                                      March 12, 2002

We, the Siam Commercial Bank Public Co., Ltd., Choet Wutthakat Road (Don Mueang)
Branch,  located at No.  199/278,  Village No. 11, Choet  Wutthakat Road, Si Kan
Sub-district, Don Mueang District, Bangkok Metropolis, hereby issues this Letter
of Guarantee to the Airports Authority of Thailand, as follows:


1.       Whereas  King Power  Duty Free Co.,  Ltd.  has signed a Building  Space
         Lease Agreement in Bangkok International Airport, for the lease of Area
         No. 1901 and 3710, Agreement No. 1-01/2545, that requires a performance
         guarantee of  Bt137,724(one  hundred and  thirty-seven  thousand  seven
         hundred and twenty-four Baht) with the Airports Authority of Thailand,

We       agree to bind  ourselves as the  guarantor of King Power Duty Free Co.,
         Ltd. to the Airports  Authority of Thailand for an amount not exceeding
         Bt137,724(one  hundred  and  thirty-seven  thousand  seven  hundred and
         twenty-four  Baht). That means, if King Power Duty Free Co., Ltd. fails
         to comply with the Agreement  with the Airports  Authority of Thailand,
         or is in breach  of any  clauses  in the said  Agreement,  thereby  the
         Airports  Authority of Thailand is entitled to forfeit the  performance
         guarantee  or impose  fines to and/or  claim for damage from King Power
         Duty Free Co.,  Ltd.,  we shall  promptly make payment on behalf of and
         without  requesting King Power Duty Free Co., Ltd. to make such payment
         first.

2.       We acknowledge and agree in every case in which the Airports  Authority
         of Thailand  grants  extension  or  leniency  for  compliance  with the
         Agreement to King Power Duty Free Co., Ltd., provided that the Airports
         Authority of Thailand notifies us without delay.

3.       The Letter of  Guarantee  is valid from January 1, 2002 to December 31,
         2004.

As  evidence  hereof,  we the Siam  Commercial  Bank  Public  Co.,  Ltd.,  Choet
Wutthakat  Road (Don Mueang)  Branch,  by the  undersigned  who are empowered to
enter juristic act binding the bank, hereunder sign our names and affix the bank
seal.


.......Signed......                                  ......Signed......Guarantors
(Mr. Sarayut  Phoempakdi)                          (Mr. Kitcha  Pariyaphruet)
                            Acting for the President
               (Seal of the Siam Commercial Bank Public Co., Ltd.)

                            ......Signed......Witness
                              (Mr. Chuchai Hongron)


                            ......Signed......Witness
                           (Mr. Bunmi Nueangnipanond)


<PAGE>


<TABLE>
<CAPTION>

                                                                      Appendix A
           Details of Lease Remuneration and Layout of Leased Premises
         Attached to Memorandum of Amendment to Agreement No. 1-01/2545,
                            dated November 20, 2001
                                  1st Amendment

                                                                     Sheet No. 1

----------- --------------- ------------ ------------- ------------- --------------- ----------- -----------------------------------
  Leased        Area in       Rent Rate   Total Rents   Service Fee   Building/Land   Indemnity             Lease Period
 Premises    Square Meters   Baht/Month    Baht/Month    Bt/Month       Tax (Bt/M       Bt/Day
----------- --------------- ------------ ------------- ------------- --------------- ----------- -----------------------------------
                                                                                                       From               To
----------- --------------- ------------ ------------- ------------- --------------- ----------- ---------------- ------------------
Room and building space in International Terminal 2, Bangkok International Airport
==================================================================================-- ----------- ---------------- ------------------
<S>         <C>             <C>          <C>           <C>           <C>             <C>         <C>              <C>
- No. 1901            7.00       325.00      2,275.00        341.25          284.38      193.38  January 1, 2002  December 31, 2004
----------- --------------- ------------ ------------- ------------- --------------- ----------- ---------------- ------------------
- No. 3710          102.50       325.00     33,312.50      4,996.88        4,164.06    2,831.56  January 16, 2002 December 31, 2004
----------- --------------- ------------ ------------- ------------- --------------- ----------- ---------------- ------------------

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

----------- --------------- ------------ ------------- ------------- --------------- ----------- ---------------- ------------------
</TABLE>