Agreement of Permission for Selling Duty-Free Merchandise
             in Bangkok International Airport and Regional Airports

                                                            Agreement No. 3/2545

         This  Agreement  is made  at the  Airports  Authority  of  Thailand  on
February  12,  2001,  between the  Airports  Authority  of  Thailand,  by Flight
Lieutenant Usar Borisuth,  Deputy Managing Director acting for Managing Director
of the Airports Authority of Thailand, hereinafter called "AAT" of one part,

         and King Power Duty Free Co.,  Ltd.,  registered  as a juristic  person
Company Limited under the Civil and Commercial Code, with the 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,  the person
empowered to enter juristic act binding King Power Duty Free Co., Ltd. according
to the  Certificate  No. 761,  dated  January 18, 2001,  issued by the Office of
Partnership/Company  Registration,  Bangkok  Metropolis,  hereinafter called the
"Operator" of the other part..

AAT and the Operator agree as follows:

1.       Business Operation
         AAT agrees to grant  permission and the Operator  agrees to receive the
         permission  to sell  duty-free  merchandise  at  Bangkok  International
         Airport and regional airports under the jurisdiction of AAT, comprising
         Chiang Mai Airport,  Hat Yai Airport and Phuket Airport under the terms
         and conditions of this Agreement, for a period of 5 years, from January
         1, 2002 to December 31, 2006.

         In case the New Bangkok International Airport (Nong Ngu Hao Airport) is
         inaugurated  before  the  expiry of the  Agreement  stated in the first
         paragraph,  both parties agree that the business  operation  under this
         Agreement  shall be terminated on the date of the  inauguration  of the
         New  Bangkok   International   Airport.   Either  party  cannot  demand
         compensation  from the  other  party due to the  Agreement  termination
         before the scheduled expiry.

         The inauguration date of the New Bangkok  International  Airport stated
         in the  second  paragraph  refers to the date on which the New  Bangkok
         International  Airport  is  officially  opened  with a Notice to Airmen
         (NOTAM).

2.       Fee, Remuneration, Taxes/Duties, Other Expenses & Method of Payment

         2.1      The  Operator  agrees  to pay the fee for  entering  into  the
                  Agreement,  and the remuneration for receiving  permission for
                  operating  business of selling  duty-free  merchandise,  under
                  this Agreement, to AAT, as follows:
                  2.1.1    The fee for  entering  into  the  Agreement,  Bt8,334
                           (eight thousand three hundred and thirty-four  Bath),
                           not including the value-added tax;
                  2.1.2    The  Operator  agrees  to pay  the  remuneration  for
                           receiving    permission    for   selling    duty-free
                           merchandise  under this  Agreement to AAT, on monthly
                           basis,  at  the  amount  equivalent  to 15  (Fifteen)
                           percent of the total sales  revenues of the duty-free
                           merchandise,  before  deduction of expenses,  in that
                           particular month; the total remuneration in each year
                           shall  not be less  than  the  minimum  remuneration,
                           specified for each year as follows:

<PAGE>

                           Year 2002, from January 1, 2002 to December 31, 2002,
                           the operator  agrees to pay the minimum  remuneration
                           of  Bt420,000,000  (four  hundred and twenty  million
                           Baht)

                           Year 2003, from January 1, 2003 to December 31, 2003,
                           the operator  agrees to pay the minimum  remuneration
                           of   Bt435,000,000   (four  hundred  and  thirty-five
                           million Baht)

                           Year 2004, from January 1, 2004 to December 31, 2004,
                           the operator  agrees to pay the minimum  remuneration
                           of  Bt450,000,000  (four  hundred  and fifty  million
                           Baht)

                           Year 2005, from January 1, 2005 to December 31, 2005,
                           the operator  agrees to pay the minimum  remuneration
                           of   Bt485,000,000   (four  hundred  and  eighty-five
                           million Baht)

                           Year 2006, from January 1, 2006 to December 31, 2006,
                           the operator  agrees to pay the minimum  remuneration
                           of Bt510,000,000 (five hundred and ten million Baht)

                           The monthly remuneration that the Operator has agreed
                           to pay AAT under  this  clause has not  included  the
                           value-added  tax,  which the Operator has the duty to
                           pay at the rate stipulated by law.

         2.2      The Operator agrees to pay the remuneration under Clause 2.1.2
                  on a monthly basis and submit the  value-added tax by the 20th
                  date of the  following  month,  and  enclose  the total  sales
                  revenue of duty-free merchandise for that month.

         2.3      In case the total  remuneration  in one year that the Operator
                  pays is lower than the minimum  remuneration that the Operator
                  agrees  to pay for  that  year,  the  Operator  shall  pay the
                  missing  remuneration  to AAT in 30 days from  December  31 of
                  each year.

         2.4      The Operator agrees to be responsible for payment of the taxes
                  and/or other expenses related to the business  operation under
                  this Agreement at the rates stipulated by law and/or set forth
                  in directives of AAT.

         2.5      All  payment  under  this  Agreement  shall be made at Finance
                  Division,  Finance Department,  of AAT. After the Operator has
                  made payment to AAT, a receipt shall be issued to the Operator
                  as  evidence.  The receipt  shall have the  signatures  of the
                  Director,  Finance Division, Finance Department, of AAT or the
                  designated  person,   jointly  with  the  cashier  of  Finance
                  Division,  Finance Department, of AAT or the designated person
                  who must be a financial staff of AAT.

                  If the  Operator  is in  default  of any  payment  under  this
                  Agreement,  the  Operator  consents to pay penalty to AAT at a
                  rate  of  1.5  percent  (one  point  five)  per  month  of the
                  outstanding  amount.  A fraction  of month shall be counted as
                  one month.

                  The Operator  agrees that this clause is a separate  part, and
                  with  no  effects  to  the  right  of AAT  to  terminate  this
                  Agreement and claim for damages.

<PAGE>

3.       Duties and Responsibilities of the Operator

         3.1      The  Operator  shall  operate the business  prescribed  herein
                  only.

         3.2      In operating the business under this  Agreement,  the Operator
                  agrees to invest in decoration of the premises  which shall be
                  attractive  and  modern  as well  as  acquiring  articles  and
                  equipment at the Operator's own expense.

         3.3      The  Operator  shall not  transfer  the  business  under  this
                  Agreement  or permit a third  party to operate  the  business,
                  either in part or in whole,  unless a written  permission  has
                  been obtained from AAT first.

         3.4      The Operator  shall operate the business  under this Agreement
                  with expertise,  caution and competence in accordance with the
                  standards of this type of business, whereby the Operator shall
                  take into consideration AAT's reputation and image.

         3.5      The Operator  shall not use the words  "Airports  Authority of
                  Thailand,"  "AAT" or other words related to AAT or the logo or
                  mark of the  Airports  Authority  of  Thailand  as his trading
                  name,  characteristics  or logo of the Operator's  business or
                  juristic  person  name,  to such an  extent  that it  would be
                  mistaken as the business of AAT.

         3.6      To sell duty-free  merchandise  under this Agreement that some
                  or all requires a license from an authority in accordance with
                  law,  rules,  or regulations of a relevant  organization,  the
                  Operator shall work to receive that license from the authority
                  in accordance  with law,  rules,  or regulations of a relevant
                  organization.

         3.7      In each  accounting  cycle each year,  the Operator shall have
                  his licensed auditor to audit and certify the sales revenue of
                  the  duty-free  merchandise  of that  particular  year  before
                  deducting any expenses,  and notify AAT in writing in 150 days
                  from the closing date of the  Operator's  accounting  cycle at
                  the Operator's own expenses.

         3.8      In operating the business under this Agreement,  if any damage
                  occurred to the  property or  reputation  of AAT, by an act of
                  the Operator or the person whom the  Operator  has  appointed,
                  assigned,  hired or  requested  to  perform  the  works of the
                  Operator,  the  Operator  shall be liable to that act as if he
                  did it  himself  and  responsible  for  compensation  of  such
                  damage.

         3.9      While  operating the business  under this  Agreement,  if such
                  serious  crisis as war or riot occurs and causes the  decrease
                  in the number of aircraft that may affect the sales revenue of
                  duty-free  merchandise,  the  Operator may not be able fulfill
                  his promise to offer the minimum remuneration to AAT each year
                  according  to  Clause  2.1.2.  In  such a  case,  AAT  and the
                  Operator  shall  negotiate  to  reach  a  new  proper  minimum
                  remuneration  rate.  AAT's decision shall be considered  final
                  and the Operator cannot argue.

         3.10     AAT  reserves  its  rights  to have  its  officers  appointed,
                  assigned  by  AAT  to  supervise   the   Operator's   business
                  enterprises,   inspect  the  business   facilities  and  check
                  evidences  and  documents  concerning  the  sale of  duty-free
                  merchandise as well as audit the  Operator's  books of account
                  from time to time at  appropriate  time.  The  Operator  shall
                  facilitate AAT or AAT staff members.

<PAGE>

         3.11     To operate the business of duty-free merchandise, the Operator
                  agrees to handle and comply with the following:

                  3.11.1   Duty-free  merchandise  brought in for sale or stored
                           in the bonded  warehouse  shall have been licensed by
                           officers in accordance with the customs law.
                  3.11.2   The  Operator  shall  open  and  close  the  business
                           facilities and be ready to sell duty-free merchandise
                           according  to the  following  conditions:  -  Bangkok
                           International  Airport:  Open and close from 06.00 to
                           02.00  of  the  following  morning  each  day.  -  At
                           regional airports,  namely,  Chiang Mai Airport,  Hat
                           Yai Airport and Phuket  Airport,  the Operator  shall
                           open his  duty-free  merchandise  outlets  30 minutes
                           before the first flight  arriving or  departing  that
                           airport  and  close one hour  after  the last  flight
                           arriving or department that airport, each day.
                  3.11.3   The Operator  shall have price tags of the  duty-free
                           merchandise visibly displayed in Thai Baht and/or any
                           other currencies.

                  3.11.4   The  Operator  shall  oversee and train his staff and
                           employees to dress and behave  decently while working
                           the  business  facilities  selling  products or other
                           duties.

                  3.11.5   The Operator shall not put up any  advertising  signs
                           or  boxes,  except  with  written  permission  of AAT
                           beforehand.

                  3.11.6   Should  there  by any  complaint  regarding  price or
                           quality of the merchandise, AAT reserves the right to
                           order the  Operator  to adjust the price and  improve
                           quality of merchandise as AAT deems  appropriate.  In
                           this respect, AAT's decision shall be final.


4.       Performance Guarantee
         In  entering  into  this   Agreement,   the  Operator  shall  submit  a
         performance  guarantee  in cash or a Letter  of  Guarantee  issued by a
         local  bank  to  AAT in  advance  on a  yearly  basis,  for  an  amount
         equivalent  to 6 times of the monthly  minimum  remuneration  (averaged
         from the yearly minimum  remuneration),  including value-added tax. The
         Operation shall submit the  performance  guarantee to AAT in advance at
         least 30 days before business operation for each year.

         AAT shall  return the said Letter of  Guarantee  after the Operator has
         been relieved from all obligations under this Agreement.

5.       AAT' reservation of rights
         Fixing the annual minimum  remuneration that the Operator has to pay to
         AAT  according to the  condition in Clause  2.1.2,  AAT has  calculated
         based on the  outlet  space  (including  preorder  space)  in which the
         Airport Duty Free Co.,Ltd,  who is the original  operator has made used
         of them as of January 31, 2001. (the calculation has included space No.
         3265/1 of 108.50 square meter,  and space No. 3265 F/1 of 165.00 square
         meters on the 3rd floor of the Departure Lounge, International Terminal
         1, Bangkok International Airport, and the Operator agrees to return the
         said  premises to AAT on the operation  commencement  date to turn them
         into a passenger  lounge and the  remuneration  will remain  unchanged,
         shown in the  Operator's  letter  No.  Khor  Phor Dor  657/2543,  dated
         November 13, 2000.)

<PAGE>

         If on the date this  Agreement  goes  into  effect,  the space  becomes
         larger  or  smaller  than  the one the  Operator  used to  occupy,  AAT
         reserves   its  right  to  increase   or  reduce  the  annual   minimum
         remuneration rate as it deems appropriate.

6.       Termination of Agreement
         6.1      During the period of this  Agreement,  if AAT or the  Operator
                  wishes  to  terminate  the  Agreement  prior to the  scheduled
                  expiry,  either  party is entitled to do so,  provided  that a
                  written notice must be given to the party at least 180 days in
                  advance.  Thereby,  both parties agree not to sue or claim for
                  damage from each other .

                  In case the Operator  terminates the  Agreement,  the Operator
                  must be free from any debts to AAT.

         6.2      If there are  reasonable  grounds to believe that the Operator
                  shall not be able to operate the business successfully, or the
                  operator is in breach of any clauses  herein,  AAT is entitled
                  to terminate  the  Agreement;  thereby the  Operator  shall be
                  subject to indemnity to AAT as well.

         6.3      Each and every clause of this  Agreement is deemed  essential.
                  If it  appears  that  the  Operator  acts or  omits  to act in
                  violation of or  non-compliance  with any clauses  herein,  or
                  becomes bankrupt, AAT is entitled to immediately terminate the
                  Agreement,  claim  for  damage  and  forfeit  the  performance
                  guarantee.

         This Agreement 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.


AAT                                            The Operator
---                                            ------------

Flight Lieutenant.... Signed....               .... Signed....
(Usar Borisuth)                                (Mr. Viratana Suntaranond)

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

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

..... Signed ....                               .... Signed ....
(Mr. Sukhawat Chayakorn)                       (Mr. Sombat Dechapanichkul)