Building 305 Space Lease Agreement
                          Bangkok International Airport

                                                         Agreement No. 2-01/2545


         This  Agreement  is made  at the  Airports  Authority  of  Thailand  on
November  19, 2001 between the  Airports  Authority  of  Thailand,  by Air Chief
Marshal  Thoetsak  Sajjarak,  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 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,  authorized to oblige King Power Duty
Free Co.,  Ltd.,  according to the  Certificate  of Bangkok  Company/Partnership
Registration Office, No. Phor Hor. 0017008,  dated October 10, 2001, hereinafter
called, "lessee" on the other party.

         Whereas the lessor  agrees to lease out and the lessee  agrees to lease
the lessor's property for use as an office and bonded warehouse.

         Therefore, both parties agree as follows:

         The  lessor  agrees  to lease  out and the  lessee  agrees to lease the
property  according to the Terms and  Conditions  of the Lease and the following
Appendices, deemed part of this Agreement.

         Appendix A        Details  and  list  of  the  leased  property,  lease
                           period,  rents, fees and charges, and a layout of the
                           leased premises

         Appendix B        Performance Guarantee

         Appendix C        Documents   showing  the  lessee's   juristic  entity
                           registration  and persons  empowered  to sign for the
                           lessee

         Appendix D        Others (if any)

         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.


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

ACM.... Signed....                      .... Signed....
(Thoetsak Sajjarak)                     (Mr. Viratana Suntaranond)
                                        (Seal of  King Power Duty Free Co.,Ltd.)

Witness                                 Witness

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

<PAGE>

                        Terms and Conditions of the Lease

Chapter 1         General Terms and Conditions

Chapter 2         Special Terms and Conditions

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


Chapter 1         General Terms and Conditions

1.1      Scope of Lease
         The lessee agrees to lease the lessor's property,  hereinafter  called,
         the "leased premises"  according to the details  prescribed in Appendix
         A.

1.2      Lease Period
         The lessor agrees to allow the lessee to use the leased  premises under
         this Agreement for the period prescribed in Appendix A.

         If the  lessee  wishes  to extend  the  Agreement  after  expiry of the
         current  Agreement,  the  lessee  shall  notify  the  lessor  at  least
         forty-five  (45) days  before the  scheduled  expiry of the  Agreement.
         However,  the lessor  reserves his right to consider the application as
         he deems appropriate.

1.3      Remuneration and Method of Payment

         1.3.1    The  lessee  agrees  to  pay  remuneration  to the  lessor  as
                  follows:

                  (a)      Fee for entering  into the Agreement of Bt5,000 (five
                           thousand Baht), not including value-added tax

                  (b)      Rents and other charges as prescribed in Appendix A

         1.3.2    Payment  of the fee for  entering  into  the  Agreement  under
                  Clause 1.3.1 (a) shall be made to the lessor on the  Agreement
                  signing date.

         1.3.3    Payment of the rents and charges as  prescribed  in Appendix A
                  shall be made on a monthly  basis to the  lessor in advance by
                  the 5th date of each month.

         1.3.4    The lessee agrees to be  responsible  for all expenses such as
                  electricity,   telephone,   water  supply  charges  and  other
                  expenses  incurred  from the lease under this  Agreement,  and
                  shall make payment to the lessor within the due date indicated
                  in the invoices.

         1.3.5    The  lessee  agrees  to be  responsible  for  taxes  and  fees
                  incurred  from  the  lease  under  this   Agreement   such  as
                  value-added  tax,  payable under the existing and future legal
                  provisions, on behalf of the lessor.

                  The rate of building and land taxes indicated in Appendix A is
                  based on the averaged  monthly rents. If the building and land
                  taxes  specified by the lessor are changed,  the lessee agrees
                  to pay to the lessor the new rate.

<PAGE>

         1.3.6    Every  payment  under  this  Agreement  shall  be  made at the
                  lessor's  Finance  Division,  Finance  Department.  After  the
                  lessee has made  payment  to the  lessor,  a receipt  shall be
                  issued to the lessee as evidence.  The receipt  shall  feature
                  signatures of the Director of the lessor's  Finance  Division,
                  Finance  Department or a designated  person,  jointly with the
                  cashier  of the  Finance  Division,  Finance  Department  or a
                  designated person who must be a financial staff of the lessor.

         1.3.7    If the lessee is in  default  of payment of the rents,  duties
                  and other expenses payable to the lessor under this Agreement,
                  the lessee consents to pay penalties to the lessor at the rate
                  of 1.5 percent  (one point five) per month on the  outstanding
                  amount for the whole period of default.  A fraction of a month
                  shall be counted as one month.

                  The lessee agrees that the first paragraph is a separate part
                  and with no effects to the lessor's rights to terminate this
                  Agreement and claim for damages.

1.4      The lessee's duties and responsibilities

         1.4.1    The lessee  shall not make use of the leased  premises for any
                  business  other  than  prescribed  herein,  unless  a  written
                  permission has been first obtained from the lessor.

         1.4.2    The lessee shall not sub-lease the leased premises,  either in
                  whole or in part,  or transfer the leasehold to a third party,
                  or allow a third  party to make  use of the  leased  premises,
                  either in whole or in part,  unless a written  permission  has
                  been first obtained from the lessor.

         1.4.3    The lessee shall not alter,  change,  or make  addition to the
                  leased  premises,  unless a written  permission has been first
                  obtained from the lessor.

                  If any alteration, change, addition or repair, whether a major
                  or  small  repair,  in  the  leased  premises  and  under  any
                  circumstances, it shall become the property of the lessor from
                  the date of  building,  and the lessee shall not claim for any
                  expenses or damages from the lessor.

         1.4.4    The  lessee  shall  comply  with the  environmental  law,  for
                  instance,   the   National    Environmental    Promotion   and
                  Conservation  Act of 1992, etc. and shall not do the following
                  in the leased premises or related areas: (a) keeping unused or
                  unusable  materials,  equipment  or  vehicles  (b)  keeping or
                  possessing  poisonous or dangerous  materials or substance (c)
                  doing  anything  that may  spark,  for  instance,  cutting  or
                  welding metal as well as hammering,  replacing  rusty parts or
                  painting.

         1.4.5    The  lessee  shall  maintain  the  leased  premises  in proper
                  conditions  and clean at all  times.  If the  leased  premises
                  become  dirty,  unbecoming or  deteriorated,  the lessee shall
                  arrange for cleaning or repair at the lessee's own expenses.

         1.4.6    The  lessee  shall  arrange  to have  fire  extinguishers,  as
                  endorsed by the lessor, in the leased premises at the lessee's
                  own expenses.

<PAGE>

         1.4.7    The  lessee  shall  comply,   and  ensure  that  the  lessee's
                  attendants  or  persons  whom  the  lessee  has  appointed  or
                  assigned  or  hired  or  ordered  to  perform  the work of the
                  lessee, shall comply with the lessor's existing  instructions,
                  regulations  and  directives,  and  those to be  issued in the
                  future,  and be  cautious  not  allowing  any  persons to take
                  illegal action in the leased premises,  or use it as a storage
                  of hiding place for any illegal items.  In such a case, if any
                  damage  occurs,  the lessee  shall be liable to the lessor for
                  the  consequences  due to the action of the said persons as if
                  the lessee did it himself.

         1.4.8    Throughout the lease period,  the lessee shall  facilitate and
                  permit the lessor or his staff to inspect the leased  premises
                  from time to time during proper hours.

1.5      Rights  on  adjustment  of rents  and other  charges  During  the lease
         period,  the lessor  reserves the right to adjust the rents and charges
         related to the lease as deemed appropriate.  Whereby,  the lessee shall
         be notified in advance,  and the lessee consents to pay the new rate of
         rents and charges related to the lease to the lessor accordingly.

1.6      Termination of the Agreement

         1.6.1    During the period of this  Agreement,  if the lessor or lessee
                  wishes to terminate this  Agreement  prior to the expiry date,
                  he can do so,  provided that a written notice must be given to
                  the other party at least thirty (30) days in advance. In case,
                  the lessor  terminates  the  Agreement  prior to the scheduled
                  expiry  date,  the  lessee  agrees not to sue or claim for any
                  damage from the lessor.

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

1.7      Return of the leased premises

         1.7.1    Upon  expiry of the lease or the  lessor or lessee  terminates
                  the Agreement stated in Clause 1.6, whichever the case may be,
                  this Agreement shall end immediately. The lessee shall arrange
                  for  demolition  or removal of the lessee's  property from the
                  leased premises and return the same to the lessor within seven
                  (7)  days  from  the  expiration  date or  termination  of the
                  Agreement, whichever the case may be.

         1.7.2    Failing to comply with Clause  1.7.1,  the lessee  agrees that
                  the lessor may  immediately  repossess the leased premises and
                  remove  the  lessee's  property  therefrom.  Furthermore,  the
                  lessee  agrees to reimburse the expenses the lessor has to pay
                  in doing do, and should any damage  occur the lessee shall not
                  claim for any compensation.

         1.7.3    Besides  letting  the lessor  repossess  the  leased  premises
                  according to Clause 1.7.2, the lessee also agrees to pay for a
                  daily fine to the lessor at the rate prescribed in Appendix A,
                  from the  scheduled  date of return of the leased  premises to
                  the date on which the  lessee  and his  attendants  vacate the
                  leased  premises  and  return  the  same  or  the  lessor  has
                  performed  according to Clause  1.7.2,  whichever the case may
                  be.

<PAGE>

1.8      Performance guarantee
         Unless otherwise  specified in Chapter 2 of the Agreement,  in entering
         into this  Agreement,  the lessee shall deposit cash or submit a Letter
         of Guarantee  issued by a local bank for an amount  equivalent to three
         (3) times of the monthly rent plus  monthly  building and land taxes to
         the lessor as performance guarantee.

         The above performance  guarantee shall be returned after the lessee has
         been relieved from all obligations under this Agreement.

         In case of an amendment to this Agreement,  resulting in an increase of
         the rent, the lessee shall submit a performance  guarantee to cover the
         increased amount accordingly.

1.9      Notice
         All notices  under this  Agreement  shall be made in writing and deemed
         legitimately  forwarded  if a  notice  is sent by one of the  following
         means:

         -        hand delivery to the person concerned of either party; or
         -        registered  mail to the address  indicated  by either party to
                  this Agreement in Chapter 2.

1.10     Dispute
         In case a dispute arises in connection with the Agreement, both parties
         agree to bring to a court in Bangkok.

2.2      Duties and responsibilities of the lessee

         2.2.1    The  lessee  shall  strictly  comply  with the laws  governing
                  bonded   warehouses   or  other  laws  relevant  to  the  said
                  operation, and the instructions,  regulations or directives of
                  AAT; both  existing and those to be issued in the future.  The
                  lessee shall be cautious,  not allowing any persons to use the
                  leased premises for any illegal act or storage or hiding place
                  or for dwelling either temporarily or permanently,  and should
                  any damage occur under any circumstances,  the lessee shall be
                  liable to the lessor  for the action of such  persons as if he
                  had committed by himself.

         2.2.2    The lessee shall not construct a building or structure or make
                  any  alteration  or  change  or  addition  or  removal  of any
                  buildings  or  structure  in the  leased  premises,  unless  a
                  written permission has been obtained from the lessor.

                  In  case  of  construction  of  a  building  or  structure  or
                  alteration  or change or  addition  or major or small  repair,
                  under any circumstances,  in the leased premises, the building
                  or structure  as well as  appurtenances  and fixtures  therein
                  shall  become the property of the Ministry of Finance from the
                  date of such  action,  and the lessee  shall not claim for any
                  expenses,  compensation  or  damage  from  the  lessor  or the
                  Ministry of Finance.

         2.2.3    The lessee shall be responsible  for  cleanliness,  safety and
                  maintenance  of  the  leased  premises,   restrooms,  toilets,
                  sanitary ware, electrical appliances, air-conditioning system,
                  as well as all other  equipment in good working  conditions at
                  all  times in the  leased  premises  and  surroundings  at the
                  lessee's own expenses.

2.3      Insurance
         The lessee shall arrange for fire insurance of the leased premises with
         Thipphaya  Insurance  Public  Co.,  Ltd.  according  to the insured sum
         approved by the lessor.  The lessee  agrees to be  responsible  for the
         insurance  premiums  on behalf of the lessor.  The  Ministry of Finance
         shall be indicated as beneficiary in the insurance  policy.  The lessee
         shall submit the insurance policy to the lessor within 30 days from the
         Agreement signing date.







<PAGE>

                              Performance Guarantee


         In entering into this  Agreement,  the lessee has submitted a Letter of
Guarantee,  No. L/G  805/2544,  dated October 31, 2001, of Siam City Bank Public
Co.,  Ltd.,  Head Office for  Bt1,590,452  (one  million five hundred and ninety
thousand  four  hundred  and  fifty-two  Baht),  to the  lessor  as  performance
guarantee for compliance with the Agreement.

         The  Performance  Guarantee  submitted  by  the  lessee  in  the  first
paragraph  shall  be  returned  after  the  lessee  has been  relieved  from any
obligations under this Agreement.


















                         Siam City Bank Public Co., Ltd.

<PAGE>

                               Letter of Guarantee
                                                                      No. 083012
No. L/G 805/2544

                                                   October 31, 2001

         We, Siam City Bank  Public Co.,  Ltd.,  Head  Office at No.  1101,  New
Phetchaburi  Road,  Makkasan   Sub-district,   Ratchathewi   District,   Bangkok
Metropolis,  hereby issue this Letter of Guarantee to the Airports  Authority of
Thailand as follows:

         1. Whereas  King Power Duty Free Co.,  Ltd. has signed the Building 305
Space Lease Agreement,  Bangkok  International  Airport,  No.  2-01/2545,  dated
______________  with  the  Airports  Authority  of  Thailand,  and a  Letter  of
Guarantee is required as performance guarantee for an amount of Bt1,590,452 (one
million five hundred and ninety thousand four hundred and fifty-two Baht).

         2. By means of this  letter,  Siam City Bank  Public  Co.,  Ltd.,  Head
Office,  guarantee  that if King Power Duty Free Co., Ltd.  fails to comply with
the Agreement or is in breach of any clauses in the said Agreement,  thereby the
Airports  Authority  of Thailand is entitled to impose fines to and/or claim for
indemnity from King Power Duty Free Co., Ltd.,  Siam City Bank Public Co., Ltd.,
Head Office,  shall pay an amount not  exceeding  Bt1,590,452  (one million five
hundred and ninety  thousand  four hundred and  fifty-two  Baht) to the Airports
Authority of Thailand on behalf of King Power Duty Free Co., Ltd.

         This Letter of  Guarantee is valid from January 1, 2002 to December 31,
2004,  after  which Siam City Bank  Public  Co.,  Ltd.,  Head  Office,  shall be
relieved  from any  responsibilities  or  obligations  as indicated  herein.  As
evidence of this  guarantee,  Siam City Bank Public Co.,  Ltd.,  by Miss Supawan
Sombunsan and Mrs.  Photchawan  Vichiannet,  Deputy  Managers of Procedures  and
Guarantee  Department,  authorized to oblige the bank,  hereunder sign our names
and affix the bank seal in the presence of witnesses:

                       For Siam City Bank Public Co., Ltd.


               ....... Signed .......  .......Signed ....... Guarantors
              (Miss Supawan Sombunsan) (Mrs. Photchawan Vichiannet)
Deputy Managers of Procedures and Guarantee Department
                    (Seal of Siam City Bank Public Co., Ltd)

         ....... Signed .......     .......Signed ....... Guarantors
         (Mrs. Sirivipa Poolsuwan) (Mr. Prasith Charoenusahakit)


<PAGE>


<TABLE>
<CAPTION>

                                                                      Appendix A
           Details of Lease Remuneration and Layout of Leased Premises
                Agreement No. 2-01/2545, dated November 19, 2001

----------------- ----------------- ------------ -------------- ------------------- ----------- ------------------------------------
 Leased Premises    Area in Square   Rent Rate    Total Rents    Building/Land Tax  Indemnity                  Lease Period
                        Meters       Baht/Month    Baht/Month        (Bt/Month)       Bt/Day
<S>               <C>               <C>          <C>            <C>                 <C>         <C>               <C>
----------------- ----------------- ------------ -------------- ------------------- ----------- ------------------------------------
                                                                                                      From                 To
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------

Room and space in Building 305, Bangkok International Airport to use as an office
=================================================================================-------------- ----------------- ------------------
- No. 245 E                  13.00       270.00       3,510.00              438.75      263.25   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
- No. 245 B                 135.00       270.00      36,450.00            4,556.25    2,733.75   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
- No. 245 C                  18.00       270.00       4,860.00              607.50      364.50   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
- No. 245 D                  68.50       270.00      18,495.00            2,311.88    1,387.13   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
Space to use as bonded warehouse
================================--------------------------------------------------- ----------- ----------------- ------------------
- No. 245 A               2,037.00       165.00     336,105.00           42,013.13   25,207.88   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------

----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
Space to load and unload cargo in and out of the bonded warehouse
=================================================================------------------ ----------- ----------------- ------------------
- No. 245                   845.00        85.00      71,825.00            8,978.13    5,386.88   January 1, 2002   December 31, 2004
----------------- ----------------- ------------ -------------- ------------------- ----------- ----------------- ------------------
</TABLE>

The Lessor                                    The Lessee
----------                                    ----------
ACM.... Signed....                            .... Signed....
(Thoetsak Sajjarak)                          (Mr. Viratana Suntaranond)
                                       (Seal of  King Power Duty Free Co., Ltd.)

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

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