Thai Military Bank, Plc.

      3000 Phahon Yothin Road, Lat Yao, Chatuchak, Bangkok Metropolis 10900

                Memorandum of Understanding on Pledge of Deposit


                                                Made at Thai Military Bank, Plc.

                                                on July 29, 2002


         This Memorandum of  Understanding  is made between King Power Duty Free
Co., Ltd. with an address at 26th-27th Floor,  Siam Tower Building,  989, Rama I
Road,  Pathum  Wan  Sub-district,   Pathum  Wan  District,  Bangkok  Metropolis,
hereinafter  referred to as the `Pledgor,' as one party, and Thai Military Bank,
Plc., hereinafter referred to as the `Pledgee,' as another party. It is mutually
agreed as follows:

         1. Pledgor agrees to put in pledge and Pledgee agrees to hold in pledge
4 NCD's of  60,000,000.00  baht (sixty million baht),  which have been issued by
Bank, the details of which are as follows:


----- --------------- --------------- ---------- --------------- ---------------
 No.      NCD No.      Date of issue   Due date   Interest rate   Amount in baht
----- --------------- --------------- ---------- --------------- ---------------
  1    PYO.C.63/1610     07/17/02      07/17/03        2.50       15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
  2    PYO.C.64/1603     07/17/02      07/17/03        2.50       15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
  3    PYO.C.65/1626     07/17/02      07/17/03        2.50       15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
  4    PYO.C.66/1649     07/17/02      07/17/03        2.50       15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
  5
----- --------------- --------------- ---------- --------------- ---------------

         2. The NCD's  under Cl. 1 are  pledged  with the  interest  accumulated
thereon and other rights of Pledgors  existing now and hereafter  throughout the
period of deposit or it renewal  (if any) to secure any  obligations  of Pledgor
and/or  `Borrower,'  to  Pledgee  existing  now  or  hereafter,  and  under  any
instruments of indebtedness  pursuant to Section 748 of Civil & Commercial Code,
which are subject to interest at the rate of 14.25 % per annum.

         3. Upon maturity of NCD's under Cl. 1 resulting in the interest  and/or
Principal Sum being due and payable  before or after  maturity of Pledgor's loan
and/or the same is due and payable, Pledgor agrees that:

         3.1      Pledgee may as it deems appropriate  deduct from the Principal
                  Sum and/or  interest  accumulated  thereon  due to Pledgor any
                  sums and apply the same to  repayment of any sums still owing.
                  Such deduction may be done with or without any notice.
<PAGE>

         3.2      Pledgee  may also  retain the sums due from  NCD's  pledged as
                  security for debts and instruments of  indebtedness  issued in
                  lieu of NCD's.

         4. In the event that Pledgor and/or Borrower  default on payment of any
sum or is in breach of any  provision  hereof,  or the  loan(s)  thereof  is/are
mature,  Pledgee  may  forthwith  enforce  the pledge  and apply the  deposit to
repayment of any sum still owing.

         5. In the event  that the  Principal  Sum and/or  interest  accumulated
thereon under Cl. 3 and/or the proceeds from  enforcement  of pledge under Cl. 4
and  insufficient  to cover the sums still  owing,  Pledgee may enforce  sale of
Pledgor's property to make up the shortfall.

         6. On the date of this Memorandum of  Understanding,  Pledgee  endorsed
NCD's under Cl.1 as pledged and handed them to Pledgee.

         7. If such  pledged  NCD's are  forfeited or seized by Pledgee with any
taxes of any type on such items due and any  expenses  in  connection  therewith
incurred upon Pledgee, such sums shall be paid in full by Pledgor.

         8.  Pledgor  shall pay all the  fees,  stamp  duty and  other  expenses
arising  from and in  connection  with Pledge,  Redemption  and  Enforcement  of
Pledge.  Pledgee may, at any time, debit,  without any notice or issuance of any
documentation  thereof,  any sums from  accounts of any types now and  hereafter
held by Pledgor  solely or jointly with other  persons,  which in any manner are
under the care and/or in trust of Pledgee.

         9. Any  communications,  notices,  letters,  etc.  sent by  Pledgee  to
Pledgor at the above  address or new address of Pledgor by mail,  registered  or
not, which have been received or rejected by anyone or have been undelivered due
to such address being  demolished,  changed without notice or unknown,  shall be
regarded as duly delivered to Pledgor.

         This Memorandum of  Understanding is made in duplicate having identical
content.  The Parties have thoroughly  read and fully  understood it. In witness
whereof,  the Parties have affixed their signatures hereunto on the date written
above. Each party retains one copy.

                                    -Signed-                             Pledgor
                           (Mr. Viratana Suntaranond)
                               Authorized Director
                    (Seal of King Power Duty Free Co., Ltd.)


                    ________________________________________             Pledgee
                          for and on behalf of the Bank

         no signature                                     no signature
(Mrs. Suchintana Suphadit)                      (Miss Jittinat Phatthanakamchon)

<PAGE>

                            Thai Military Bank, Plc.

      3000 Phahon Yothin Road, Lat Yao, Chatuchak, Bangkok Metropolis 10900

                              Record of NCD Pledge
                              --------------------


                                                Made at Thai Military Bank, Plc.

                                                on July 29, 2002

No. PhorSor.PorSor. 328/2545

To:  Managing Director of Thai Military Bank, Plc.

         Whereas  we,  King Power Duty Free Co.,  Ltd.,  26th-27th  Floor,  Siam
Tower, 989, Rama I Road, Pathum Wan Sub-district,  Pathum Wan District,  Bangkok
Metropolis,  hereinafter  referred to as the `Pledgor,'  holds 4 NCD's issued by
Thai Military Bank, Plc, the details of which are as follows:

         No. PYO.C.63/1610, date of issue: July 17, 2002, date of maturity: July
17, 2003, value:  15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;

         No. PYO.C.64/1603, date of issue: July 17, 2002, date of maturity: July
17, 2003, value:  15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;

         No. PYO.C.65/1626, date of issue: July 17, 2002, date of maturity: July
17, 2003, value:  15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;

         No. PYO.C.66/1649, date of issue: July 17, 2002, date of maturity: July
17, 2003, value:  15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;

         Pledgor agrees to pledge such NCD's with Thai Military Bank, Plc., 3000
Phahon Yothin Road, Lat Yao Sub-district, Chatuchak District, Bangkok Metropolis
10900,   hereinafter   referred  to  as  the  `Pledgee,'   under  Memorandum  of
Understanding  on NCD  Pledge,  the  details  of which  appear in the  photocopy
thereof attached hereto.

         Pledgor and Pledgee agree to hand this document to Thai Military  Bank,
Plc.,  hereinafter referred to as the `Bank' to have the details of such pledged
NCD's  recorded in the Register of Holders of NCD Accounts.  Pledgor and Pledgee
shall neither amend nor withdraw this document for any reasons whatsoever.

<PAGE>

         Pledgor and  Pledgee  have  thoroughly  read and fully  understood  the
content  hereof.  Seeing that it is in accordance  with their wishes,  they have
affixed their signatures hereunto in witness whereof.


                                    -Signed-                             Pledgor
                           (Mr. Viratana Suntaranond)
                               Authorized Director
                    (Seal of King Power Duty Free Co., Ltd.)

                                                                         Pledgee
                    ________________________________________
                          for and on behalf of the Bank
      no signature                                         no signature
(Mrs. Suchintana Suphadit)                      (Miss Jittinat Phatthanakamchon)


<PAGE>

(Thai Military Bank, Plc. letterhead)


                           Memorandum of Understanding

                                               Made at Thai Military Bank, Plc.,
                                               3000 Phahon Yothin, Chatuchak,
                                               Bangkok Metropolis

                                               on July 29, 2002


         Whereas  King Power Duty Free Co.,  Ltd.  (hereinafter  referred  to as
`Borrower,')  and Thai  Military  Bank,  Plc.,  hereinafter  referred  to as the
`Bank,' have entered into L/C, T/R Agreement to the value of 200,000,000.00 baht
(two hundred million baht).

         We, King Power Duty Free Co., Ltd.,  owner of the sum of  60,000,000.00
baht (sixty million baht) hereby allow Bank to perform the following acts:

         1. to have such some deposited with Bank in NCD Account;

         2. to make Pledge  Agreement  and endorse NCD under Cl. 1 as pledged to
secure all types of loans taken by us and Borrower from Bank;

         3.to  withdraw,  upon  maturity  of such  NCD,  the  Principal  Sum and
interest  accumulated  thereon and  redeposit the Principal Sum as NCD; to apply
the rate of  interest  set by Bank and  prevailing  at the time and  deposit the
interest   in   ______________    Account   No   _______at    ___________   Head
Office/___________  Branch and  continue to do so until we and Borrower has paid
Bank in full;

         4. to make Pledge  Agreement  and endorse newly issued NCD's as pledged
to secure  such loans  taken out by us and  Borrower  at the time of issuing new
NCD's,  and  regard  that we have  put up new  NCD's  under  Cl.3  with  Bank as
security, and to continue to do the same until we and Borrower have paid Bank in
full;

         5. to treat  this  Memorandum  of  Understanding  as Power of  Attorney
granting  Bank the power to perform on our behalf the acts and things  under Cl.
1, 2, 3 and 4 and other acts related thereto to attain our objectives hereunder;
to appoint subattorney to perform on our behalf the acts hereunder. We shall not
revoke this Power of Attorney until we and Borrower have paid Bank in full.

<PAGE>

         We shall  ratify and  confirm  all the acts  performed  by Bank and its
subattorney  by  virtue  hereof,  as if  performed  by us with all  intents  and
purposes.  We shall not revoke this  Memorandum  of  Understanding  until we and
Borrower have paid Bank in full.


         In witness  whereof,  we have affixed our  signature in the presence of
the witnesses.


                                    -Signed-       NCD  Owner/Consenter/Attorney
                           (Mr. Viratana Suntaranond)
                               Authorized Director
                    (Seal of King Power Duty Free Co., Ltd.)