October 1, 2002

Subject: Regulations on the Company's rights and duties towards the note holder

To:      AJF Star Income Fund

Whereas King Power Duty Free Company Limited (Company),  a juristic entity under
the category of a limited  company,  Registration  No.  522/2539 as shown in the
Certificate  issued by the Ministry of Commerce,  headquartered at No. 989, Siam
Tower,  26th,  27th Floors,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  has issued Promissory Note No.  0000209-0000213
(promissory  note) on October 1, 2002 as  evidence  that the  Company  will make
payment without  conditions as soon as that promissory note is due at the amount
of  Bt50,000,000  (fifty  million baht only) on October 1, 2003 to ABN Amro Bank
N.V.,  Bangkok Branch,  which has endorsed the promissory note without rights of
taking recourse, with the AJF Star Income Fund (note holder),  legitimate holder
of the note on October 1, 2002.

While the promissory  note is not yet due as specified on the  promissory  note,
the Company promises the following with the note holder:

(1)      As of October 1, 2002, the Company has occupied space in  international
         airports in Thailand as follows:

         1.       Bangkok International  Airport, No. 171, Bangkok International
                  Airport Building,  Airports  Authority of Thailand,  Bang Khen
                  Sub-district,  Don Mueang District,  Bangkok Metropolis or the
                  New Bangkok International Airport

         2.       Chiang Mai International Airport, Chiang Mai Airport Building,
                  Airports Authority of Thailand,  Suthep  Sub-district,  Mueang
                  Chiang Mai District, Chiang Mai Province

         3.       Phuket   International   Airport,   No.  222,  Phuket  Airport
                  Building,   Airports   Authority   of   Thailand,   Mai   Khao
                  Sub-district, Thalang District, Phuket Province

         4.       Hat  Yai  International  Airport,  No.  99,  Hat  Yai  Airport
                  Building,   Airports   Authority   of   Thailand,   Khlong  La
                  Sub-district, Hat Yai District, Songkhla Province.

If there is any change in the  occupation  of the said space,  the Company  will
notify the note holder without delay.

(2)      The Company  certifies to the note holder that the Company has received
         a  license,  certificate  and  letter  of  agreement  from the  Customs
         Department in  accordance  with the Customs Act to set up and operate a
         bonded  warehouse under the category of duty-free shop from the Customs
         Department,  and those  documents  shall  remain valid  throughout  the
         period the promissory note is not yet due.

<PAGE>

(3)      The Company shall maintain a loan to related  companies  before setting
         aside a reserve  and loan to other  companies  before  setting  aside a
         reserve for an amount of not more than Bt850,000,000 (eight hundred and
         fifty  million  Baht),  based  on the  said  loans as of the end of the
         annual and biannual  cycles,  checked or audited by a certified  public
         accountant in the consideration.

(4)      The Company  shall not be in default of payment for a loan or debt from
         a guarantee or debt from a  certification  or aval of a promissory note
         or other debts of the like, and shall not be forced to pay debts before
         the scheduled  payment due to default,  or shall not fall to the status
         in which a creditor is entitled to demand  payment for debts before the
         scheduled  payment  due to default  (whether it be debts to one or many
         creditors),  together  amounting to  Bt50,000,000  (fifty  million baht
         only),  or an equal  amount in other  currency  units of at least fifty
         million Baht or more.

         However,  the  Company  shall  prepare  and submit a report to the note
         holder without delay as soon as the Company is in default  according to
         Section (2), (3) and (4) aforementioned.

(5)      The Company  shall  submit a copy of its annual  financial  statements,
         audited by the Company and a copy of its biannual financial statements,
         audited by the Company to the note  holder in 60 (sixty)  days from the
         end of an accounting  cycle,  and submit a copy of its annual financial
         statements,  audited and opined by the Company's licensed auditor and a
         copy of its biannual  financial  statements,  audited and opined by the
         Company's  licensed auditor to the note holder in 90 (ninety) days from
         the end of an accounting cycle.

Consequences of condition or regulation violation
-------------------------------------------------
If the Company cannot comply with the said agreements before the due date of the
promissory  note, the Company  agrees to buy back the  promissory  note from the
note holder in 30 (working) days from the agreement breaching date. The buy-back
price (V) shall be calculated  from the effective  rate (i) at 3.20 per annum on
the  principal  (P) and the  period  from  the  buy-back  date  and the due date
specified on the promissory note (d) as follows:

         Whereas,
                                  p
                           V=  --------
                                  i     d
                          (1 +  ----- )--- * 2
                                  2    365



         V        refers to result of the value of the promissory  note that the
                  company is supposed to pay in the  buy-back  due to  agreement
                  violation.

         P        refers to an amount of money that the  Company is  supposed to
                  pay as stated on the promissory note to the note holder.

         i        refers to the effective rate.

         d        refers to the number of days from the buy-back date to the due
                  date specified on the promissory note.
<PAGE>

Termination of this agreement
-----------------------------

1.       As soon as the  promissory  note is due as specified on the  promissory
         note:  This  agreement  shall  terminate and bear no legal effect right
         away as soon as the  Company  pays the note  holder  equivalent  to the
         amount of money that the Company is supposed  to pay  according  to the
         denotation  on the  promissory  note to the note  holder (P) as well as
         fine in case of late  payment  (if any) that can be claimed  under Thai
         law.

2.       As soon as the Company  breaches an agreement and is forced to buy back
         the promissory  note as specified in the  consequences  of condition or
         regulation violation:  This agreement shall terminate and bear no legal
         effect  right  away  as  soon  as the  Company  pays  the  note  holder
         equivalent to the result of the value of the  promissory  note that the
         company is supposed to pay in the buy-back  due to agreement  violation
         (V) as well as fine in case  of  late  payment  (if  any)  that  can be
         claimed under Thai law.

This agreement is made in two identical  copies and shall be  enforceable  under
Thai law. If a statement in the  agreement  contradicts a legal  provision,  the
legal  provision  shall supercede the statement in the agreement only where it's
contradicted.

The  Company  certifies  that it will  strictly  comply  with  the  details  and
conditions  of this  agreement  and therein  affix its  signature as evidence on
October 1, 2002.


King Power Duty Free Co., Ltd.


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

Acknowledged and agreed with the conditions specified in the agreement

AJF Star Income Fund

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


<PAGE>

                                   989, Siam Tower, 26th, 27th Floors,
                                   Rama I Road,
                                   Pathum Wan Sub-district, Pathum Wan District,
                                   Bangkok 10330

                                 October 1, 2002

Subject: Regulations on the Company's rights and duties towards the note holder

To:      AJF Star Multiple Fund

Whereas King Power Duty Free Company Limited (Company),  a juristic entity under
the category of a limited  company,  Registration  No.  522/2539 as shown in the
Certificate  issued by the Ministry of Commerce,  headquartered at No. 989, Siam
Tower,  26th,  27th Floors,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok Metropolis,  has issued Promissory Note No.  0000221-0000222,
0000224-0000227  (promissory  note) on  October  1,  2002 as  evidence  that the
Company will make payment without  conditions as soon as that promissory note is
due at the amount of Bt300,000,000  (Three hundred million baht only) on October
1, 2004 to ABN Amro Bank N.V., Bangkok Branch, which has endorsed the promissory
note without  rights of taking  recourse,  with the AJF Star Multiple Fund (note
holder), legitimate holder of the note on October 1, 2002.

While the promissory  note is not yet due as specified on the  promissory  note,
the Company promises the following with the note holder:

(1)      As of October 1, 2002, the Company has occupied space in  international
         airports in Thailand as follows:

         1.       Bangkok International  Airport, No. 171, Bangkok International
                  Airport Building,  Airports  Authority of Thailand,  Bang Khen
                  Sub-district,  Don Mueang District,  Bangkok Metropolis or the
                  New Bangkok International Airport

         2.       Chiang Mai International Airport, Chiang Mai Airport Building,
                  Airports Authority of Thailand,  Suthep  Sub-district,  Mueang
                  Chiang Mai District, Chiang Mai Province

         3.       Phuket   International   Airport,   No.  222,  Phuket  Airport
                  Building,   Airports   Authority   of   Thailand,   Mai   Khao
                  Sub-district, Thalang District, Phuket Province

         4.       Hat  Yai  International  Airport,  No.  99,  Hat  Yai  Airport
                  Building,   Airports   Authority   of   Thailand,   Khlong  La
                  Sub-district, Hat Yai District, Songkhla Province.

If there is any change in the  occupation  of the said space,  the Company  will
notify the note holder without delay.

(2)      The Company  certifies to the note holder that the Company has received
         a  license,  certificate  and  letter  of  agreement  from the  Customs
         Department in  accordance  with the Customs Act to set up and operate a
         bonded  warehouse under the category of duty-free shop from the Customs
         Department,  and those  documents  shall  remain valid  throughout  the
         period the promissory note is not yet due.

(3)  The Company shall maintain a loan to related companies before setting aside
     a reserve and loan to other companies before setting aside a reserve for an
     amount of not more than Bt850,000,000 (eight hundred and fifty million
     Baht), based on the said loans as of the end of the annual and biannual
     cycles, checked or audited by a certified public accountant in the
     consideration.

<PAGE>

(4)      The Company  shall not be in default of payment for a loan or debt from
         a guarantee or debt from a  certification  or aval of a promissory note
         or other debts of the like, and shall not be forced to pay debts before
         the scheduled  payment due to default,  or shall not fall to the status
         in which a creditor is entitled to demand  payment for debts before the
         scheduled  payment  due to default  (whether it be debts to one or many
         creditors),  together  amounting to  Bt50,000,000  (fifty  million baht
         only),  or an equal  amount in other  currency  units of at least fifty
         million Baht or more.

         However,  the  Company  shall  prepare  and submit a report to the note
         holder without delay as soon as the Company is in default  according to
         Section (2), (3) and (4) aforementioned.

(5)      The Company  shall  submit a copy of its annual  financial  statements,
         audited by the Company and a copy of its biannual financial statements,
         audited by the Company to the note  holder in 60 (sixty)  days from the
         end of an accounting  cycle,  and submit a copy of its annual financial
         statements,  audited and opined by the Company's licensed auditor and a
         copy of its biannual  financial  statements,  audited and opined by the
         Company's  licensed auditor to the note holder in 90 (ninety) days from
         the end of an accounting cycle.

Consequences of condition or regulation violation
-------------------------------------------------
If the Company cannot comply with the said agreements before the due date of the
promissory  note, the Company  agrees to buy back the  promissory  note from the
note holder in 30 (working) days from the agreement breaching date. The buy-back
price (V) shall be calculated  from the effective  rate (i) at 3.75 per annum on
the  principal  (P) and the  period  from  the  buy-back  date  and the due date
specified on the promissory note (d) as follows:

         Whereas,

                                p
                         V=  --------
                                i     d
                        (1 +  ----- )--- * 2
                                2    365



         V        refers to result of the value of the promissory  note that the
                  company is supposed to pay in the  buy-back  due to  agreement
                  violation.

         P        refers to an amount of money that the  Company is  supposed to
                  pay as stated on the promissory note to the note holder.

         i        refers to the effective rate.

         d        refers to the number of days from the buy-back date to the due
                  date specified on the promissory note.

<PAGE>

Termination of this agreement
-----------------------------

         1.       As soon as the  promissory  note  is due as  specified  on the
                  promissory  note:  This agreement  shall terminate and bear no
                  legal  effect  right away as soon as the Company pays the note
                  holder  equivalent  to the amount of money that the Company is
                  supposed to pay according to the  denotation on the promissory
                  note to the  note  holder  (P) as well as fine in case of late
                  payment (if any) that can be claimed under Thai law.

         2.       As soon as the Company  breaches an agreement and is forced to
                  buy back the promissory note as specified in the  consequences
                  of condition or regulation  violation:  This  agreement  shall
                  terminate  and bear no legal  effect right away as soon as the
                  Company pays the note holder  equivalent  to the result of the
                  value of the  promissory  note that the company is supposed to
                  pay in the buy-back due to agreement  violation (V) as well as
                  fine in case of late  payment  (if any)  that  can be  claimed
                  under Thai law.

This agreement is made in two identical  copies and shall be  enforceable  under
Thai law. If a statement in the  agreement  contradicts a legal  provision,  the
legal  provision  shall supercede the statement in the agreement only where it's
contradicted.

The  Company  certifies  that it will  strictly  comply  with  the  details  and
conditions  of this  agreement  and therein  affix its  signature as evidence on
October 1, 2002.


King Power Duty Free Co., Ltd.


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

Acknowledged and agreed with the conditions specified in the agreement

AJF Star Multiple Fund

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



<PAGE>

                                   989, Siam Tower, 26th, 27th Floors,
                                   Rama I Road,
                                   Pathum Wan Sub-district, Pathum Wan District,
                                   Bangkok 10330

                                 October 1, 2002

Subject: Regulations on the Company's rights and duties towards the note holder

To:      AJF Star Multiple Fund

Whereas King Power Duty Free Company Limited (Company),  a juristic entity under
the category of a limited  company,  Registration  No.  522/2539 as shown in the
Certificate  issued by the Ministry of Commerce,  headquartered at No. 989, Siam
Tower,  26th,  27th Floors,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  has issued Promissory Note No.  0000228-0000232
(promissory  note) on October 1, 2002 as  evidence  that the  Company  will make
payment without  conditions as soon as that promissory note is due at the amount
of Bt100,000,000  (One hundred million baht only) on October 3, 2005 to ABN Amro
Bank N.V., Bangkok Branch, which has endorsed the promissory note without rights
of taking  recourse,  with the AJF Star Multiple Fund (note holder),  legitimate
holder of the note on October 1, 2002.

While the promissory  note is not yet due as specified on the  promissory  note,
the Company promises the following with the note holder:

(1)      As of October 1, 2002, the Company has occupied space in  international
         airports in Thailand as follows:

         1.       Bangkok International  Airport, No. 171, Bangkok International
                  Airport Building,  Airports  Authority of Thailand,  Bang Khen
                  Sub-district,  Don Mueang District,  Bangkok Metropolis or the
                  New Bangkok International Airport

         2.       Chiang Mai International Airport, Chiang Mai Airport Building,
                  Airports Authority of Thailand,  Suthep  Sub-district,  Mueang
                  Chiang Mai District, Chiang Mai Province

         3.       Phuket   International   Airport,   No.  222,  Phuket  Airport
                  Building,   Airports   Authority   of   Thailand,   Mai   Khao
                  Sub-district, Thalang District, Phuket Province

         4.       Hat  Yai  International  Airport,  No.  99,  Hat  Yai  Airport
                  Building,   Airports   Authority   of   Thailand,   Khlong  La
                  Sub-district, Hat Yai District, Songkhla Province.

If there is any change in the  occupation  of the said space,  the Company  will
notify the note holder without delay.

(2)      The Company  certifies to the note holder that the Company has received
         a  license,  certificate  and  letter  of  agreement  from the  Customs
         Department in  accordance  with the Customs Act to set up and operate a
         bonded  warehouse under the category of duty-free shop from the Customs
         Department,  and those  documents  shall  remain valid  throughout  the
         period the promissory note is not yet due.

<PAGE>

(3)      The Company shall maintain a loan to related  companies  before setting
         aside a reserve  and loan to other  companies  before  setting  aside a
         reserve for an amount of not more than Bt850,000,000 (eight hundred and
         fifty  million  Baht),  based  on the  said  loans as of the end of the
         annual and biannual  cycles,  checked or audited by a certified  public
         accountant in the consideration.

(4)      The Company  shall not be in default of payment for a loan or debt from
         a guarantee or debt from a  certification  or aval of a promissory note
         or other debts of the like, and shall not be forced to pay debts before
         the scheduled  payment due to default,  or shall not fall to the status
         in which a creditor is entitled to demand  payment for debts before the
         scheduled  payment  due to default  (whether it be debts to one or many
         creditors),  together  amounting to  Bt50,000,000  (fifty  million baht
         only),  or an equal  amount in other  currency  units of at least fifty
         million Baht or more.

         However,  the  Company  shall  prepare  and submit a report to the note
         holder without delay as soon as the Company is in default  according to
         Section (2), (3) and (4) aforementioned.

(5)      The Company  shall  submit a copy of its annual  financial  statements,
         audited by the Company and a copy of its biannual financial statements,
         audited by the Company to the note  holder in 60 (sixty)  days from the
         end of an accounting  cycle,  and submit a copy of its annual financial
         statements,  audited and opined by the Company's licensed auditor and a
         copy of its biannual  financial  statements,  audited and opined by the
         Company's  licensed auditor to the note holder in 90 (ninety) days from
         the end of an accounting cycle.

Consequences of condition or regulation violation
-------------------------------------------------
If the Company cannot comply with the said agreements before the due date of the
promissory  note, the Company  agrees to buy back the  promissory  note from the
note holder in 30 (working) days from the agreement breaching date. The buy-back
price (V) shall be calculated  from the effective  rate (i) at 4.25 per annum on
the  principal  (P) and the  period  from  the  buy-back  date  and the due date
specified on the promissory note (d) as follows:

         Whereas,

                                        p
                                 V=  --------
                                        i     d
                                (1 +  ----- )--- * 2
                                        2    365



         V        refers to result of the value of the promissory  note that the
                  company is supposed to pay in the  buy-back  due to  agreement
                  violation.

         P        refers to an amount of money that the  Company is  supposed to
                  pay as stated on the promissory note to the note holder.

         i        refers to the effective rate.

         d        refers to the number of days from the buy-back date to the due
                  date specified on the promissory note.

Termination of this agreement
-----------------------------

         1.       As soon as the  promissory  note  is due as  specified  on the
                  promissory  note:  This agreement  shall terminate and bear no
                  legal  effect  right away as soon as the Company pays the note
                  holder  equivalent  to the amount of money that the Company is
                  supposed to pay according to the  denotation on the promissory
                  note to the  note  holder  (P) as well as fine in case of late
                  payment (if any) that can be claimed under Thai law.

         2.       As soon as the Company  breaches an agreement and is forced to
                  buy back the promissory note as specified in the  consequences
                  of condition or regulation  violation:  This  agreement  shall
                  terminate  and bear no legal  effect right away as soon as the
                  Company pays the note holder  equivalent  to the result of the
                  value of the  promissory  note that the company is supposed to
                  pay in the buy-back due to agreement  violation (V) as well as
                  fine in case of late  payment  (if any)  that  can be  claimed
                  under Thai law.

This agreement is made in two identical  copies and shall be  enforceable  under
Thai law. If a statement in the  agreement  contradicts a legal  provision,  the
legal  provision  shall supercede the statement in the agreement only where it's
contradicted.

The  Company  certifies  that it will  strictly  comply  with  the  details  and
conditions  of this  agreement  and therein  affix its  signature as evidence on
October 1, 2002.


King Power Duty Free Co., Ltd.


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

Acknowledged and agreed with the conditions specified in the agreement

AJF Star Multiple Fund

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


<PAGE>


                                   989, Siam Tower, 26th, 27th Floors,
                                   Rama I Road,
                                   Pathum Wan Sub-district, Pathum Wan District,
                                   Bangkok 10330

                                 October 1, 2002

Subject: Regulations on the Company's rights and duties towards the note holder

To:      AJF Star Plus Fund

Whereas King Power Duty Free Company Limited (Company),  a juristic entity under
the category of a limited  company,  Registration  No.  522/2539 as shown in the
Certificate  issued by the Ministry of Commerce,  headquartered at No. 989, Siam
Tower,  26th,  27th Floors,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  has issued Promissory Note No.  0000219-0000220
(promissory  note) on October 1, 2002 as  evidence  that the  Company  will make
payment without  conditions as soon as that promissory note is due at the amount
of Bt100,000,000  (One hundred million baht only) on October 1, 2003 to ABN Amro
Bank N.V., Bangkok Branch, which has endorsed the promissory note without rights
of taking recourse, with the AJF Star Plus Fund (note holder), legitimate holder
of the note on October 1, 2002.

While the promissory  note is not yet due as specified on the  promissory  note,
the Company promises the following with the note holder:

(1)      As of October 1, 2002, the Company has occupied space in  international
         airports in Thailand as follows:

         1.       Bangkok International  Airport, No. 171, Bangkok International
                  Airport Building,  Airports  Authority of Thailand,  Bang Khen
                  Sub-district,  Don Mueang District,  Bangkok Metropolis or the
                  New Bangkok International Airport

         2.       Chiang Mai International Airport, Chiang Mai Airport Building,
                  Airports Authority of Thailand,  Suthep  Sub-district,  Mueang
                  Chiang Mai District, Chiang Mai Province

         3.       Phuket   International   Airport,   No.  222,  Phuket  Airport
                  Building,   Airports   Authority   of   Thailand,   Mai   Khao
                  Sub-district, Thalang District, Phuket Province

         4.       Hat  Yai  International  Airport,  No.  99,  Hat  Yai  Airport
                  Building,   Airports   Authority   of   Thailand,   Khlong  La
                  Sub-district, Hat Yai District, Songkhla Province.

If there is any change in the  occupation  of the said space,  the Company  will
notify the note holder without delay.

(2)      The Company  certifies to the note holder that the Company has received
         a  license,  certificate  and  letter  of  agreement  from the  Customs
         Department in  accordance  with the Customs Act to set up and operate a
         bonded  warehouse under the category of duty-free shop from the Customs
         Department,  and those  documents  shall  remain valid  throughout  the
         period the promissory note is not yet due.

<PAGE>

(3)      The Company shall maintain a loan to related  companies  before setting
         aside a reserve  and loan to other  companies  before  setting  aside a
         reserve for an amount of not more than Bt850,000,000 (eight hundred and
         fifty  million  Baht),  based  on the  said  loans as of the end of the
         annual and biannual  cycles,  checked or audited by a certified  public
         accountant in the consideration.

(4)      The Company  shall not be in default of payment for a loan or debt from
         a guarantee or debt from a  certification  or aval of a promissory note
         or other debts of the like, and shall not be forced to pay debts before
         the scheduled  payment due to default,  or shall not fall to the status
         in which a creditor is entitled to demand  payment for debts before the
         scheduled  payment  due to default  (whether it be debts to one or many
         creditors),  together  amounting to  Bt50,000,000  (fifty  million baht
         only),  or an equal  amount in other  currency  units of at least fifty
         million Baht or more.

         However,  the  Company  shall  prepare  and submit a report to the note
         holder without delay as soon as the Company is in default  according to
         Section (2), (3) and (4) aforementioned.

(5)      The Company  shall  submit a copy of its annual  financial  statements,
         audited by the Company and a copy of its biannual financial statements,
         audited by the Company to the note  holder in 60 (sixty)  days from the
         end of an accounting  cycle,  and submit a copy of its annual financial
         statements,  audited and opined by the Company's licensed auditor and a
         copy of its biannual  financial  statements,  audited and opined by the
         Company's  licensed auditor to the note holder in 90 (ninety) days from
         the end of an accounting cycle.

Consequences of condition or regulation violation
-------------------------------------------------
If the Company cannot comply with the said agreements before the due date of the
promissory  note, the Company  agrees to buy back the  promissory  note from the
note holder in 30 (working) days from the agreement breaching date. The buy-back
price (V) shall be calculated  from the effective  rate (i) at 3.20 per annum on
the  principal  (P) and the  period  from  the  buy-back  date  and the due date
specified on the promissory note (d) as follows:

         Whereas,

                                        p
                                 V=  --------
                                        i     d
                                (1 +  ----- )--- * 2
                                        2    365



         V        refers to result of the value of the promissory  note that the
                  company is supposed to pay in the  buy-back  due to  agreement
                  violation.

         P        refers to an amount of money that the  Company is  supposed to
                  pay as stated on the promissory note to the note holder.

         i        refers to the effective rate.

         d        refers to the number of days from the buy-back date to the due
                  date specified on the promissory note.
<PAGE>

Termination of this agreement
-----------------------------

1.       As soon as the  promissory  note is due as specified on the  promissory
         note:  This  agreement  shall  terminate and bear no legal effect right
         away as soon as the  Company  pays the note  holder  equivalent  to the
         amount of money that the Company is supposed  to pay  according  to the
         denotation  on the  promissory  note to the note  holder (P) as well as
         fine in case of late  payment  (if any) that can be claimed  under Thai
         law.

2.       As soon as the Company  breaches an agreement and is forced to buy back
         the promissory  note as specified in the  consequences  of condition or
         regulation violation:  This agreement shall terminate and bear no legal
         effect  right  away  as  soon  as the  Company  pays  the  note  holder
         equivalent to the result of the value of the  promissory  note that the
         company is supposed to pay in the buy-back  due to agreement  violation
         (V) as well as fine in case  of  late  payment  (if  any)  that  can be
         claimed under Thai law.

This agreement is made in two identical  copies and shall be  enforceable  under
Thai law. If a statement in the  agreement  contradicts a legal  provision,  the
legal  provision  shall supercede the statement in the agreement only where it's
contradicted.

The  Company  certifies  that it will  strictly  comply  with  the  details  and
conditions  of this  agreement  and therein  affix its  signature as evidence on
October 1, 2002.


King Power Duty Free Co., Ltd.


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

Acknowledged and agreed with the conditions specified in the agreement

AJF Star Plus Fund

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




<PAGE>

                                   989, Siam Tower, 26th, 27th Floors,
                                   Rama I Road,
                                   Pathum Wan Sub-district, Pathum Wan District,
                                   Bangkok 10330

                                 October 1, 2002

Subject: Regulations on the Company's rights and duties towards the note holder

To:      Krungsri Ayudhya Fund

Whereas King Power Duty Free Company Limited (Company),  a juristic entity under
the category of a limited  company,  Registration  No.  522/2539 as shown in the
Certificate  issued by the Ministry of Commerce,  headquartered at No. 989, Siam
Tower,  26th,  27th Floors,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  has issued Promissory Note No.  0000214-0000218
(promissory  note) on October 1, 2002 as  evidence  that the  Company  will make
payment without  conditions as soon as that promissory note is due at the amount
of  Bt50,000,000  (Fifty  million baht only) on October 1, 2003 to ABN Amro Bank
N.V.,  Bangkok Branch,  which has endorsed the promissory note without rights of
taking recourse, with the Krungsri Ayudhya Fund (note holder), legitimate holder
of the note on October 1, 2002.

While the promissory  note is not yet due as specified on the  promissory  note,
the Company promises the following with the note holder:

(1)      As of October 1, 2002, the Company has occupied space in  international
         airports in Thailand as follows:

         1.       Bangkok International  Airport, No. 171, Bangkok International
                  Airport Building,  Airports  Authority of Thailand,  Bang Khen
                  Sub-district,  Don Mueang District,  Bangkok Metropolis or the
                  New Bangkok International Airport

         2.       Chiang Mai International Airport, Chiang Mai Airport Building,
                  Airports Authority of Thailand,  Suthep  Sub-district,  Mueang
                  Chiang Mai District, Chiang Mai Province

         3.       Phuket   International   Airport,   No.  222,  Phuket  Airport
                  Building,   Airports   Authority   of   Thailand,   Mai   Khao
                  Sub-district, Thalang District, Phuket Province

         4.       Hat  Yai  International  Airport,  No.  99,  Hat  Yai  Airport
                  Building,   Airports   Authority   of   Thailand,   Khlong  La
                  Sub-district, Hat Yai District, Songkhla Province.

If there is any change in the  occupation  of the said space,  the Company  will
notify the note holder without delay.

(2)      The Company  certifies to the note holder that the Company has received
         a  license,  certificate  and  letter  of  agreement  from the  Customs
         Department in  accordance  with the Customs Act to set up and operate a
         bonded  warehouse under the category of duty-free shop from the Customs
         Department,  and those  documents  shall  remain valid  throughout  the
         period the promissory note is not yet due.

<PAGE>

(3)      The Company shall maintain a loan to related  companies  before setting
         aside a reserve  and loan to other  companies  before  setting  aside a
         reserve for an amount of not more than Bt850,000,000 (eight hundred and
         fifty  million  Baht),  based  on the  said  loans as of the end of the
         annual and biannual  cycles,  checked or audited by a certified  public
         accountant in the consideration.

(4)      The Company  shall not be in default of payment for a loan or debt from
         a guarantee or debt from a  certification  or aval of a promissory note
         or other debts of the like, and shall not be forced to pay debts before
         the scheduled  payment due to default,  or shall not fall to the status
         in which a creditor is entitled to demand  payment for debts before the
         scheduled  payment  due to default  (whether it be debts to one or many
         creditors),  together  amounting to  Bt50,000,000  (fifty  million baht
         only),  or an equal  amount in other  currency  units of at least fifty
         million Baht or more.

         However,  the  Company  shall  prepare  and submit a report to the note
         holder without delay as soon as the Company is in default  according to
         Section (2), (3) and (4) aforementioned.

(5)      The Company  shall  submit a copy of its annual  financial  statements,
         audited by the Company and a copy of its biannual financial statements,
         audited by the Company to the note  holder in 60 (sixty)  days from the
         end of an accounting  cycle,  and submit a copy of its annual financial
         statements,  audited and opined by the Company's licensed auditor and a
         copy of its biannual  financial  statements,  audited and opined by the
         Company's  licensed auditor to the note holder in 90 (ninety) days from
         the end of an accounting cycle.

Consequences of condition or regulation violation
-------------------------------------------------
If the Company cannot comply with the said agreements before the due date of the
promissory  note, the Company  agrees to buy back the  promissory  note from the
note holder in 30 (working) days from the agreement breaching date. The buy-back
price (V) shall be calculated  from the effective  rate (i) at 3.20 per annum on
the  principal  (P) and the  period  from  the  buy-back  date  and the due date
specified on the promissory note (d) as follows:

         Whereas,
                                     p
                              V=  --------
                                     i     d
                             (1 +  ----- )--- * 2
                                     2    365



         V        refers to result of the value of the promissory  note that the
                  company is supposed to pay in the  buy-back  due to  agreement
                  violation.

         P        refers to an amount of money that the  Company is  supposed to
                  pay as stated on the promissory note to the note holder.

         i        refers to the effective rate.

         d        refers to the number of days from the buy-back date to the due
                  date specified on the promissory note.

Termination of this agreement
-----------------------------

         1.       As soon as the  promissory  note  is due as  specified  on the
                  promissory  note:  This agreement  shall terminate and bear no
                  legal  effect  right away as soon as the Company pays the note
                  holder  equivalent  to the amount of money that the Company is
                  supposed to pay according to the  denotation on the promissory
                  note to the  note  holder  (P) as well as fine in case of late
                  payment (if any) that can be claimed under Thai law.

         2.       As soon as the Company  breaches an agreement and is forced to
                  buy back the promissory note as specified in the  consequences
                  of condition or regulation  violation:  This  agreement  shall
                  terminate  and bear no legal  effect right away as soon as the
                  Company pays the note holder  equivalent  to the result of the
                  value of the  promissory  note that the company is supposed to
                  pay in the buy-back due to agreement  violation (V) as well as
                  fine in case of late  payment  (if any)  that  can be  claimed
                  under Thai law.

This agreement is made in two identical  copies and shall be  enforceable  under
Thai law. If a statement in the  agreement  contradicts a legal  provision,  the
legal  provision  shall supercede the statement in the agreement only where it's
contradicted.

The  Company  certifies  that it will  strictly  comply  with  the  details  and
conditions  of this  agreement  and therein  affix its  signature as evidence on
October 1, 2002.


King Power Duty Free Co., Ltd.


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

Acknowledged and agreed with the conditions specified in the agreement

Krungsri Ayudhya Fund

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