Contract of Permission for Operating Business of
                Selling Medicines, Medical Supplies and Equipment
                        at Bangkok International Airport


                                                          Contract No. 6-61/2544


This contract is made at the Airports Authority of Thailand on 20 November 2001,
between  the  Airports  Authority  of  Thailand,  represented  by  ACM  Therdsak
Satcharak, Managing Director of the Airports Authority of Thailand,  hereinafter
called "AAT" of one part,  and King Power Tax Free Co.,  Ltd.,  registered  as a
juristic  person Company  Limited under the Civil and Commercial  Code, with the
head office at 26th-27th  Floors,  Siam Tower, No. 989, Rama I Road,  Pathum Wan
Sub-district,  Pathum  Wan  District,  Bangkok  Metropolis,  represented  by Mr.
Viratana  Suntaranond,  the person  empowered to enter juristic act binding King
Power Tax Free Co., Ltd.  according to the  Certificate  No.  Phor.Hor.  0016505
dated 1 October 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 a permission and the Operator agrees to receive the
         permission  for  operating  business  of  selling  medicines,   medical
         supplies and  equipment,  at the area on the 3rd Floor,  connecting the
         International  Passenger  Terminal 1 and 2, the  Bangkok  International
         Airport,  under the  terms  and  conditions  of this  contract,  from 1
         November 2001 to 30 November 2004.

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

         2.1      The  Operator  agrees  to pay the fee for  entering  into  the
                  contract,  and the remuneration  for receiving  permission for
                  operating business of selling medicines,  medical supplies and
                  equipment, under this contract, to AAT, as follows:

         2.1.1    The fee for entering  into the contract,  Baht 5,139.00  (Five
                  Thousand One Hundred  Thirty-Nine  Baht),  not  including  the
                  value added tax;

         2.1.2    The  Operator  agrees to pay the  remuneration  for  receiving
                  permission  for operating the business  under this contract to
                  AAT, on monthly basis, at a rate of 15% (fifteen) of the total
                  revenues  of  that  particular  month,   before  deduction  of
                  expenses (the total  revenues  include the value added taxes),
                  or the minimum remuneration the Operator agrees to pay to AAT,
                  whichever  is higher,  whereby such amount shall be deemed the
                  remuneration   for  that   particular   month.   The   minimum
                  remuneration shall be as follows :

<PAGE>

                  -        For the period 1 November  2001 - 30  November  2002,
                           Baht  88,000.00   (Eighty-Eight  Thousand  Baht)  per
                           month;

                  -        For the period 1 November  2002 - 30  November  2003,
                           Baht  96,800.00  (Ninety-Six  Thousand  Eight Hundred
                           Baht) per month; and

                  -        For the period 1 November  2003 - 30  November  2004,
                           Baht  106,480.00  (One Hundred and Six Thousand  Four
                           Hundred Eighty Baht)

                           The  remuneration  that the Operator agrees to pay to
                           AAT does not include  the value added tax,  for which
                           the  Operator  has  the  duty  to  pay  at  the  rate
                           stipulated by law.

         2.2      In paying the  remuneration  under Clause 2.1.2,  the Operator
                  agrees to pay the minimum  remuneration to AAT in advance,  on
                  monthly basis, by the 5th of every month. If the  remuneration
                  at a  rate  of 15%  (fifteen)  of the  total  revenues  before
                  deduction  of  expenses  appears to be higher than the minimum
                  remuneration,  the  Operator  agrees  to  pay  the  difference
                  thereof to AAT by the 20th of the following month.

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

         2.4      All  payment  under  this  contract  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
                  contract,  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
                  without prejudice to the right of the Lessor to terminate this
                  contract and claim for damages.

3.       Duties and Responsibilities of the Operator

         3.1      In operating the business  under this  contract,  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.

         3.2      The  Operator  shall not  transfer  the  business  under  this
                  contract  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.

<PAGE>

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

         3.4      The  Operator  shall not use the word  "Airports  Authority of
                  Thailand," "AAT" or other word concerning with AAT or the logo
                  of  the  Airports  Authority  of  Thailand  as  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.

         3.5      The  Operator  must  be  permitted  to sell  the  conventional
                  medicines, and has obtained a license to sell the conventional
                  medicines from the Food & Drugs  Administration,  the Ministry
                  of Public Health.

         3.6      The Operator shall arrange to have a pharmacist working at the
                  business   premises  at  all  times.   The  sign  showing  the
                  name/family  name of the  pharmacist and working hours must be
                  visibly displayed for the service users to see.

         3.7      The Operator must present the license to sell the conventional
                  medicines,  and the practice license of all  pharmacists,  and
                  submit the photo  copies  thereof,  to AAT at least seven days
                  before  opening the business.  When a new  pharmacist  will be
                  working at the business  premises,  the Operator shall proceed
                  in the same manner.

         3.8      The  medicines,  medical  supplies and equipment to be sold by
                  the Operator must be of good quality and up to the  standards.
                  Should there be any  compliant  regarding the price or quality
                  of the medicines, medical supplies and equipment, AAT reserves
                  the  right to inform  the  Operator  to  change  the price and
                  quality of the same. Thereby, AAT's decision shall be final.

         3.9      The Operator  must sell the  medicines,  medical  supplies and
                  equipment  at the  Bangkok  International  Airport at the same
                  prices  and  quantity  as the  leading  department  stores  in
                  Bangkok  and its  vicinity.  The  selling  price  shall not be
                  higher than the price showing on the pack or container.

         3.10     The Operator shall have price tags of the  medicines,  medical
                  supplies and equipment visibly displayed and in Baht only.

         3.11     The Operator shall  strictly  comply with the Medicine Act and
                  the  relevant  provisions  of laws or rules,  regulations  and
                  other directives related to the business operation, and comply
                  with   the   concerned   conditions,    rules,   instructions,
                  regulations  or directives  of AAT in all  respects,  both the
                  existing  ones  and  those to be  issued  in the  future.  The
                  Operator  shall be  cautious  to not  allowing  any  person to
                  perform any illegal act in the business premises or hiding any
                  illegal  thing or make  use of it as  dwelling  place,  either
                  temporary  or  permanently,  at any time.  Should  any  damage
                  occurred due to such incident, the Operator shall be liable to
                  AAT for the  consequences  of the  act of  such  person  as if
                  having been committed by the Operator.

<PAGE>

         3.12     The Operator  shall open for  business on daily basis,  and no
                  closing of  business  on any day is  permitted.  The  business
                  hours shall be at least 06.00 - 24.00 hrs.

                  If the Operator wishes to change the business hours, a written
                  permission must be obtained from AAT on every occasion.

         3.13     The Operator shall not make any  advertisement in the business
                  premises under this contract,  unless a written permission has
                  been obtained from AAT first.

         3.14     The  Operator  shall  oversee to ensure  that every  staff and
                  employee of the Operator  dress properly and have the name tag
                  or label as  endorsed  by AAT,  and  strictly  comply with the
                  regulations,  directives and  instructions  of AAT. In case of
                  any violation  thereof,  the Operator  consents AAT to take an
                  appropriate action.

         3.15     The  Operator  shall  facilitate  AAT  staff,  who  have  been
                  appointed  and  assigned  to oversee the  Operator's  business
                  under  this  contract,   to  inspect  the  business  premises,
                  merchandise,  selling  prices and the relevant  documents,  as
                  well as auditing the Operator's  books of accounts,  from time
                  to time, during reasonable hours.

         3.16     The Operator  consents AAT to warn the staff and  employees of
                  the Operator in case any of whom has not  performed his or her
                  duties efficiently or has shown an unbecoming conduct with the
                  service user, for which he or she must comply.

         3.17     The  Operator  consents  AAT or AAT's staff to inspect  safety
                  measures of the Operator, and if it is found to be inadequate,
                  the Operator agrees to take the corrective  action as informed
                  by AAT or AAT's staff accordingly.

         3.18     If the  Operator has found any thing or baggage of the service
                  user in the business  premises,  the Operator shall not remove
                  it and shall notify AAT promptly.

         3.19     AAT reserves the right to specify the types of merchandise and
                  notify the Operator to refrain  from  selling the  merchandise
                  that AAT deems  inappropriate,  for which the  Operator  shall
                  strictly comply.

         3.20     In operating the business under this  contract,  if any damage
                  occurred to the  property or  reputation  of AAT, by an act of
                  the Operator or the persons  whom the Operator has  appointed,
                  assigned,  hired or  requested  to  perform  the  works of the
                  Operator,  the Operator shall be responsible for  compensation
                  of such damage.

         3.21     It is prohibited to have a jukebox,  audio or stereo equipment
                  in the business premises.

         3.22     The  Operator  shall  prepare the  document  showing the total
                  revenues of the business  operation in each month,  and submit
                  the same to AAT by the 20th of the following month.

<PAGE>

         3.23     At the end of the fiscal  year or the end of the  contract  of
                  the Operator,  whichever comes first,  the Operator shall have
                  the Certified Public Accountant of the Operator  certified and
                  confirmed the total revenues of the business  operation  under
                  this contract,  and notify AAT in writing within 150 days from
                  the end of the fiscal  year or the end of the  contract of the
                  Operation,   whichever  comes  first.  All  expenses  incurred
                  therefrom shall be borne by the Operator.

         3.24     In case the Operator has failed to comply with or acted beyond
                  the contract and AAT has already  forwarded a warning  letter,
                  but the Operator has  neglected to comply with the contract or
                  continued to act beyond the contract, AAT shall impose a daily
                  fine to the  Operator  from  the date of such act at a rate of
                  0.1% of the monthly remuneration. Thereby, the Operator agrees
                  to pay the fines to AAT accordingly.

<PAGE>

4.       Performance Guarantee

         In entering into this  contract,  the Operator has submitted the Letter
         of Guarantee No.  029-01-00126-6/93,  dated 6 November 2001,  issued by
         Siam Commercial Bank Public Company  Limited,  Lak Si Branch,  for Baht
         702,768.00  (Seven Hundred and Two Thousand  Seven Hundred  Sixty-Eight
         Baht) to AAT as performance guarantee. AAT shall return the said Letter
         of Guarantee  after the Operator has been relieved from all obligations
         under this contract.

5.       Termination of Contract

         5.1      During the period of this contract, if AAT wishes to terminate
                  the contract prior to the expiration  date under Clause 1, AAT
                  is entitled to do so;  provided that a written  notice must be
                  given to the  Operator at least 30 days in  advance.  Thereby,
                  the Operator agrees not to sue or claim for damages from AAT.

                  In case the Operator  wishes to terminate  this contract prior
                  to the  expiration  date  under  Clause  1,  the  Operator  is
                  entitled  to do so;  provided  that a written  notice  must be
                  given  to AAT at  least  90  days in  advance,  and  that  the
                  Operator has no outstanding payment to AAT.

         5.2      Each and every clause of this contract is deemed essential. If
                  it appears that the Operator acts or omits to act in violation
                  of or  non-compliance  with  any  clause  herein,  or  becomes
                  bankrupt,  AAT  is  entitled  to  immediately  terminate  this
                  contract,  claim  for  damages  and  forfeit  the  performance
                  guarantee under Clause 4.

6.       Proceedings after the End of the Contract

         6.1      Upon  expiration  date of the  contract or AAT or the Operator
                  terminates the contract according to Clause 5, as the case may
                  be, this  contract  shall end  forthwith.  The Operator  shall
                  demolish or remove the  Operator's  property from the business
                  premises under this contract and return the same to AAT within
                  seven days from the expiration date or termination date of the
                  contract, as the case may be.

<PAGE>

         6.2      If the Operator  fails to comply with Clause 6.1, the Operator
                  consents AAT to repossess  the  business  premises  under this
                  contract  immediately,  and  consent AAT to demolish or remove
                  the Operator's  property from the business premises.  Thereby,
                  the Operator  agrees to reimburse AAT of the expenses that AAT
                  has to pay for such  proceedings  at the  actual  amount,  and
                  should  any  damage  occurred  due to  whatever  reasons,  the
                  Operator shall not claim for any damages from AAT.

This contract is made in duplicate.  Both parties, having read and understood it
entirely,  hereunder sign their names and affix seal (if any) in the presence of
witnesses and each retaining one copy.




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

           - signed -                                     - signed -
     (ACM Therdsak Satcharak)                     (Mr. Viratana Suntaranond)



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

           - signed -                                     - signed -
   (Miss Chadphaka Bamrungphong)              (Miss Sarinthorn Jongchaidetwong)





<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

029-60-00311-6
No. 029-01-00126-6/93                                            6 November 2001

We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at 99/50,  Chaeng Watthana Road, Talat Bang Khen Sub-district,  Lak Si District,
Bangkok,  hereby issue this Letter of  Guarantee  to the  Airports  Authority of
Thailand, as follows :

1.       Whereas King Power Tax Free Co.,  Ltd. has entered into the Contract of
         Permission for Selling Medicines, Medical Supplies and Equipment at the
         Bangkok International Airport No. 6-61/2544,  and performance guarantee
         is required by the Airports  Authority  of  Thailand,  for an amount of
         Baht   702,768.00   (Seven  Hundred  and  Two  Thousand  Seven  Hundred
         Sixty-Eight Baht).

2.       We consent to bind  ourselves  as the  guarantor of King Power Tax Free
         Co.,  Ltd. to the  Airports  Authority  of  Thailand  for an amount not
         exceeding Baht 702,768.00 (Seven Hundred and Two Thousand Seven Hundred
         Sixty-Eight  Baht).  That is, if King Power Tax Free Co., Ltd. fails to
         comply  with the  agreement  entered  with the  Airports  Authority  of
         Thailand, or is in breach of any clause of the said agreement,  thereby
         the  Airports   Authority  of  Thailand  is  entitled  to  forfeit  the
         performance  guarantee or demand  penalty or fines and/or  damages from
         King Power Tax Free Co.,  Ltd.,  we shall  promptly make the payment on
         behalf of and without  requesting King Power Tax Free Co., Ltd. to make
         such payment first.

3.       We acknowledge  and consent in case the Airports  Authority of Thailand
         has given an extension or leniency for compliance with the agreement to
         King Power Tax Free Co., Ltd.,  provided that the Airports Authority of
         Thailand  shall  notify us without  delay.  This Letter of Guarantee is
         valid from 1 November 2001 to 30 April 2005.

As evidence, we, the Siam Commercial Bank Public Company Limited, Lak Si Branch,
by the  undersigned  who are  empowered to enter  juristic act binding the bank,
hereunder sign our names and affix the seal.


              - signed -                            - signed -         Guarantor
       (Mr. Suchart Wongwiphusana)             (Mr. Phaibun Maneerat)
                              For Managing Director

                                   - signed -                          Witness
                        (Mr. Khomkrit Sunthonphithakkun)

                                   - signed -                          Witness
                           (Mr. Phakkaphong Tansakul)