Chiang Mai Airport

                                                         Agreement No. CM.2/2545


         This  Agreement is made at the Airports  Authority of Thailand on April
30, 2002 between the Airports  Authority of  Thailand,  by Mr.  Thawat  Anukool,
Deputy Managing Director, 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
the lessor's property for use as the lessee's 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
----------                               ----------

 .... Signed ....                        .... Signed ....
(Thawat Anukool)                         (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
                  General Administration  Section, Chiang Mai Airport. 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  General  Administration  Section,  Chiang Mai
                  Airport 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  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.

                  The  lessee  shall   utilize  the  property  that  the  lessor
                  installed  in the leased  premises for the lessee for use, for
                  instance,  electric  bulbs,  exhaust fans  installed on panes,
                  with care as normal people would do to their own property, and
                  the  lessee  shall be  responsible  for the repair of the said
                  property at the lessee's own expenses.

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

<PAGE>

         1.4.6    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.

         1.4.7    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
                  prescribed  in  Appendix  A,  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.

<PAGE>

                    The Siam Commercial Bank Public Co., Ltd.

                               Letter of Guarantee

105-60-00076-5
No. Khor. 105-02-00070-5/024                                      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 Chiang Mai Airport  Agreement  No.  CM.2/2545  that
         requires a performance guarantee of Bt81,000 (eighty-one thousand 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  Bt81,000  (eighty-one  thousand  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. Bunmi  Nueangnipanond)
                            Acting for the President
               (Seal of the Siam Commercial Bank Public Co., Ltd.)

                          ...... Signed ...... Witness
                             (Miss Sirirat Supakkha)


                          ...... Signed ...... Witness
                            (Miss Sirilak Bunyakiat)

<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A
           Details of Lease Remuneration and Layout of Leased Premises
            Attached to Agreement No. CM.2/2545, dated April 30, 2002

                                                                     Sheet No. 1

----------- --------------- ------------ ------------- --------------- ----------- -------------------------------------
  Leased        Area in       Rent Rate   Total Rents   Building/Land   Indemnity              Lease Period
 Premises    Square Meters   Baht/Month   Baht/Month      Tax (Bt/M       Bt/Day
----------- --------------- ------------ ------------- --------------- ----------- -------------------------------------
                                                                                         From                To
----------- --------------- ------------ ------------- --------------- ----------- ----------------- -------------------
Cargo building space in Chiang Mai Airport
==========================================------------ --------------- ----------- ----------------- -------------------
<S>         <C>             <C>          <C>           <C>             <C>         <C>               <C>
- No. 116A           160.0       150.00      24,00.00        3,000.00    1,800.00   January 1, 2002   December 31, 2004
----------- --------------- ------------ ------------- --------------- ----------- ----------------- -------------------

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

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




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

........ Signed ....                     .... Signed ....
(Mr. Thawat Anukool)                    (Mr. Viratana Suntaranond)
                                        (Seal of King Power Duty Free Co., Ltd.)

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

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