THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                                   Head Office

No. Phor.1/6-441853                                              16 October 2001


Re       Notice on Approved Credit Facilities

To       Managing  Director,  King Power Duty Free Co., Ltd.
         Managing Director, King Power Tax Free Co., Ltd.


Whereas  King Power  Group of  Companies  have  applied  for  additional  credit
facilities  according to the letter No.  Khor.Phor.Kor.  125/2544  dated 12 July
2001.

The Bank is pleased to inform you that the  additional  credit  facilities  have
been approved for King Power Duty Free Co., Ltd. ("KPD") and King Power Tax Free
Co., Ltd.  ("KPT") for the total amount of Baht 810.0 million,  with the details
and conditions as follows :

King Power Duty Free Co., Ltd.

1.       Long-Term Loan

         Amount             Baht 50.0 million

         Interest Rate      -      MLR Conditions
                            -      For improvement of duty free shops at Bangkok
                                   International Airport (Don Mueang)
                            -      Loan  amount  is  payable  50%  according  to
                                   installment  of  works  in  the  Construction
                                   Contract
                            -      Interest is payable  monthly,  commencing  on
                                   the first withdrawal of the loan amount
                            -      Grace period for the principal is six months,
                                   from the first withdrawal of the loan amount.
                                   Upon  completion  of  the  grace period,  the
                                   principal must be repaid monthly at Baht 2.10
                                   million.
                                   Repayment  period  of  the  principal  is two
                                   years (24 installments).

2.       Letter of Credit & Trust  Receipt  (L/C+T/R)  to be used  jointly  with
         Domestic Letter of Credit & Promissory Note (D.L/C+P/N)

       Amount               Baht 200.0 million
       Fees                 -      Opening of L/C, 1/4% per 3 months
                            -      Opening of D.L/C, 0.2% per month
       Interest Rate        -      T/R, at the Bank's announced rate

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                            -      P/N, at MOR
       Conditions           -      For  ordering  merchandise  from  abroad  and
                                   locally
                            -      The term of T/R and P/N is not exceeding  120
                                   days

3.       Letter of Guarantee

         Amount             Baht 500.0 million
         Fees               2.0% p.a.
         Conditions         -      For Guarantees with the Airport Authority of
                                   Thailand   according  to  the  contracts  for
                                   granting  permission  for  selling  duty free
                                   merchandise
         Period             -      As  specified  in  the contracts for granting
                                   permission  for selling duty free merchandise


<PAGE>

Collateral
----------

1.       To pledge the rights on  deposits at 30% of the  long-term  loan amount
         and L/C+T/R and  D.L/C+P/N,  or  equivalent  to Baht 75.0  million,  as
         collateral for performance of all obligations.

2.       To pledge  the  rights on  deposits  at 20% of the  amount of Letter of
         Guarantee,  or equivalent  to Baht 100.0  million,  as  collateral  for
         performance of all obligations.

3.       Joint guarantee by Mr. Vichai Raksriaksorn and Mr. Viratana Suntaranond
         for Baht 750.0 Million.

4.       Guarantee by King Power Tax Free Co.,  Ltd.,  King Power  International
         Co.,  Ltd.,  and King Power On Board Sale & Service Co., Ltd., for Baht
         750.0 Million each.

King Power Tax Free Co., Ltd.

1.       Domestic Letter of Credit & Promissory Note (D.L/C+P/N)

         Amount             Baht 50.0 million
         Fees               -      Opening of D.L/C, 0.2% per month
         Interest Rate      -      P/N, at MOR
         Conditions         -      For ordering merchandise locally
                            -      The term of P/N is not exceeding 120 days

2.       Letter of Guarantee

         Amount             Baht 10.0 million
         Fee                2.0% p.a.
         Conditions         -      For Guarantees with the Airport Authority  of
                                   Thailand  according  to  the  contracts   for
                                   granting  permission  for selling merchandise
                                   and souvenirs
Collateral
----------

1.       To pledge the rights on  deposits  at 30% of the amount of D.L/C+  +P/N
         and  Letter  of  Guarantee,  or  equivalent  to Baht 18.0  million,  as
         collateral for performance of all obligations.

2.       Joint guarantee by Mr. Vichai Raksriaksorn and Mr. Viratana Suntaranond
         for Baht 60.0 Million.

3.       Guarantee by King Power Duty Free Co., Ltd.,  King Power  International
         Co., Ltd., and King Power On Board Sales & Services Co., Ltd., for Baht
         60.0 Million each.

<PAGE>

We also attach the Terms and Conditions as guidelines for your compliance.

In receiving the approved credit facilities,  King Power Group of Companies must
comply with the attached Terms and Conditions,  sign the documents in the format
and conditions set forth by the Bank, and comply with the procedure,  conditions
and method specified by the Bank in all respects. However, the Bank reserves the
right to cancel or stop or change the amount of credit  facilities  and  various
conditions  as  necessary  or  deemed  appropriate,  either in whole or in part,
without having to give an explanation or notify King Power Group of Companies in
advance.

                                                  Yours truly,

                                 The Siam Commercial Bank Public Company Limited

                                                   - Signed -
                                   (Mr. Somchai Mitphaibun) Authorized Person


<PAGE>

                              Terms and Conditions
                Letter No. Phor. 1/6-441853 dated 16 October 2001


"King Power Group of Companies" consisting of

         King Power Duty Free Co., Ltd. ("KPD")
         King Power Tax Free Co., Ltd. ("KPT")
         King Power International Co., Ltd. ("KPI")
         King Power On Board Sale & Service Co., Ltd. ("KPO")

shall proceed as follows :

1.       Submission of Documents

         King Power Group of Companies  shall  prepare and submit the  following
         documents to the Bank :

         (1)      Monthly  Sales  Report  - to be  submitted  to the  Bank on or
                  before the 15th of every month; and

         (2)      Audited  Quarterly  Financial  Statements - to be submitted to
                  the Bank within 45 days from the end of each quarter

2.       Payment of Remuneration Under the Contracts

         King Power Duty Free Co.,  Ltd. and King Power Tax Free Co.,  Ltd. must
         pay the  remuneration  under the contracts to the Airport  Authority of
         Thailand  ("AAT") from a bank account at the Bank, and submit copies of
         the receipts  issued by AAT to the Bank within 15 days from the date of
         each payment.

         Note     : Payment of  remuneration  according  to the above  contracts
                  shall be made from the following bank accounts :

         King Power Duty Free Co., Ltd - Current A/C No. 105-3-00388-3
                                         Choetwutthakat Road Branch (Don Mueang)
                                         on  or  before  the 20th of every month

         King Power Tax Free Co., Ltd -  Current A/C No. 105-3-00400-9,
                                         Choetwutthakat Road Branch (Don Mueang)
                                         on  or  before  the  5th of every month

         In case King Power Duty Free Co., Ltd.  and/or King Power Tax Free Co.,
         Ltd. has an  outstanding  payment of  remuneration  to AAT as described
         above, the Bank must be notified immediately.

<PAGE>

         If King Power Duty Free Co., Ltd.  and/or King Power Tax Free Co., Ltd.
         shall not receive a permission  to operate the business of selling duty
         free  merchandise  at the new airport (Nong Ngu Hao),  the Bank must be
         notified at least one year in advance before relocation of the airport.

3.       Inventory

         King Power Group of Companies  shall permit the Bank to take  inventory
         of the  merchandise of King Power Group of Companies,  jointly with the
         company and the Customs  Department,  and to submit the  obligations on
         L/C+T/R with other financial  institutions the Bank monthly. King Power
         Group  of  Companies  shall  make a  letter  of  consent,  in the  form
         specified  by the  Bank,  for the Bank to take over the  inventory  and
         selling the same for performance of the obligations to the Bank.

4.       Sale Slips

         King Power Group of Companies  shall  attempt to sell sale slips to the
         Bank for not less  than 70% of the total  amount;  and in case of using
         Visa Card and Master  Card via EDC of the Bank not less than 90% of the
         total amount.

5.       Sales of Foreign Currencies or T/C

         King Power Group of Companies  agree to sell foreign  currencies or T/C
         received from selling duty free merchandise to the Bank only.

         - US Dollar                 should  be  not  less than US$ 1,000,000.00
                                     per month.
         - Other foreign currencies  the total  of all foreign currencies should
                                     be not less than US$ 1,000,000.00 per month


<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

        Letter Requesting the Bank to Deduct Money from Deposits Accounts


                                         Made at the Siam Commercial Bank Public
                                                    Company Limited, Head Office

                                         Date


Whereas we, King Power Tax Free Co., Ltd.,  hereinafter called the "Debtor" have
credit  facilities  with  the  Siam  Commercial  Bank  Public  Company  Limited,
hereinafter  called the "Bank," and we have the  obligations  to perform  and/or
comply with the terms and  conditions  of the said credit  facilities  regarding
payment of the fees, stamp duties,  insurance  premiums,  service  charges,  and
relevant expenses and/or the damages concerning or in connection with the credit
facilities  granted by the Bank or our  performance  of  obligations to the Bank
and/or  various  persons  or  juristic  persons,  hereinafter  called the "third
party,"  existing  at  present  and/or in the  future,  in  accordance  with the
conditions  specified in the agreements of the credit  facilities that we and/or
the Debtor have made with the Bank,  hereinafter called collectively and instead
of one another as the "Debt,"

For our  convenience  and/or  that of the  Debtor in paying the said debt to the
Bank  and/or  the third  party,  we  request  the Bank to deduct  money from the
deposits accounts that we have with the Bank, be it any type of deposits account
existing at present or in the future,  hereinafter  called  collectively  as the
"deposits accounts" to pay our debt as stated above.

Therefore, by means of this letter, we request the Bank to proceed as follows :

1.       We  request  the  Bank to  deduct  money  from  our  deposits  accounts
         according to the amount of debt we and/or the Debtor have with the Bank
         and/or a third  party,  whereby  the Bank is  entitled  to  immediately
         deduct money from all  deposits  accounts,  from any account  before or
         after,  and in any amount from each deposits  account as the Bank deems
         appropriate,  to pay the debt we and/or the  Debtor  have with the Bank
         and/or a third party upon due date without having to notify us, and the
         Bank is entitled to deduct money from our deposits accounts,  either in
         whole or in part. If various  types of debt become due  simultaneously,
         the Bank may deduct money from our deposits accounts to pay any type of
         debt or several types of debt,  either in whole or in part,  and in any
         priority.

         For  deduction of money from our deposits  accounts for paying the debt
         in the  previous  paragraph,  we consent  the Bank to  collect  any fee
         and/or service charge and/or expense concerning such deduction from our
         deposits  accounts  and/or  concerning  the said  debt in the  previous
         paragraph  and/or the collateral we and/or the Debtor have submitted to
         the Bank at the rate  fixed by the  Bank,  and we  consent  the Bank to
         deduct money from our deposits accounts to pay the said debt as well.

<PAGE>

2.       If there  appears to be no money in the deposits  accounts for transfer
         or deduction for paying our debt, or having money but with insufficient
         amount for  transfer  or  deduction  for  paying  our debt in full,  we
         consent the Bank to proceed with any or all of the  followings  without
         having to notify us in advance :

         (1)      Deduct  other moneys we have with the Bank and/or the money we
                  are entitled to receive from the Bank,  including the money we
                  own or being the  creditor of the Bank,  as well as all rights
                  of claims we have or may  demand  from the Bank,  existing  at
                  present or in the future, for paying such debt.

         (2)      Pay or  transfer  money or issue a cheque  or take any  action
                  according  to the  request,  agreement,  or other  document we
                  and/or  the Debtor  have made with the Bank or a third  party,
                  either  existing at present or in the  future,  for paying the
                  debt to a third party.  Thereby,  we consent to reimburse  the
                  Bank in  full of such  amount  plus  interest  at the  maximum
                  interest   rate  for  general   customers  who  defaulted  the
                  condition as announced by the Bank under the  Notification  of
                  the  Bank  of  Thailand  on  Procedure  for  Commercial  Banks
                  Regarding  Interest and Discount  which, at the time of making
                  this  letter,  is  15.00%  p.a.,  and  subject  to  change  as
                  announced  by the Bank from time to time,  hereinafter  called
                  the "maximum  default interest rate" from the date of the said
                  action  has  been  taken  by the  Bank to the date on which we
                  shall reimburse the Bank in full.

         (3)      Debit the  amount of the total  debt or the  outstanding  debt
                  after deduction of money from the deposits accounts  according
                  to Clause 1 and/or deduction of any amount according to Clause
                  2 (1) and/or which incurred from the action taken according to
                  Clause 2 (2) into the current account we have with the Bank in
                  order that we shall owe the same amount as overdraft. Thereby,
                  we consent to pay interest of the accumulated overdraft amount
                  to the Bank at the maximum interest rate announced by the Bank
                  under the  Notification  of the Bank of Thailand on  Procedure
                  for Commercial Banks Regarding Interest and Discount which, at
                  the time of making this letter, is 11.50% p.a., and subject to
                  change as announced by the Bank from time to time, hereinafter
                  called the "maximum  interest  rate." In case of breach of the
                  terms  and  conditions  of the  application  for  opening  the
                  current  account  and/or the Overdraft  Agreement we have made
                  with the Bank, we consent to pay the maximum default  interest
                  rate instead of the said maximum  interest  rate  according to
                  the practice of computing accumulated interest of overdraft of
                  the  commercial  banks,  from the  date of the said  overdraft
                  onwards.  And, in this case,  it shall not be deemed as paying

<PAGE>

                  other debt resulting in the finish of our liability,  until we
                  shall  have  made  debt   payment  to  the  Bank  totally  and
                  accordingly.

                  Whether  the Bank  proceeds  with any or all of the above,  we
                  consent that we remain to have the  obligation to pay the debt
                  to the  Bank,  and this  shall  not  relieve  us from  being a
                  defaulter in anyway.

3.       We agree  that all  documents  concerning  deduction  of money from our
         deposits accounts and/or the Bank's action as specified herein shall be
         deemed correct in all respects.

         In deduction of money from the said  deposits  accounts,  the Bank does
         not need to  notify us  because  we will  know of such  items  from the
         passbook and/or statement and/or money slip or receipt.

4.       All agreements already made by us and/or those to be made in the future
         with the Bank concerning  deduction of money from our deposits accounts
         for paying our debt  and/or that of the Debtor with the Bank and/or the
         debt we request the Bank to pay to a third party, if the said agreement
         has method of deduction  differently from this letter,  we consent that
         the Bank is  entitled  to  choose  to deduct  money  from our  deposits
         accounts by any or all methods specified in any or all agreements or as
         specified herein, as the Bank deems appropriate.

         In case of change of the number of any of our deposits  accounts due to
         whatever  reasons,  we agree that this letter shall be valid to the new
         deposits account number as well.

5.       As the Bank deducts money from our deposits  accounts and/or any amount
         specified herein  according to our request,  should there be any damage
         or error due to whatever reasons, the Bank shall not be liable thereto.

6.       We  acknowledge  that the Bank is entitled  to proceed  with any or all
         above  actions,  and  should  any  damage  occurred  to the Bank due to
         carrying our any of the above actions,  we consent to make compensation
         to the Bank in all respects and with no condition whatsoever.

7.       We consent  that this letter shall be valid  continuously  and we shall
         not revoke it until we and/or  the Debtor  shall have paid all debts to
         the Bank accordingly.

We  acknowledge  the  contents  of this  letter  entirely  and found it to be in
accordance  with our  intention,  and hereunder sign our name and affix seal (if
any) on the date indicated above.

<PAGE>


                                                          (Company Seal Affixed)
                                   - Signed -            Deposits Accounts Owner
                         (King Power Tax Fee Co., Ltd.)


                                   - Signed -            Witness
                              (Apichart Yodmueang)


                                   - Signed -            Witness