Memorandum of Amendment
                          Lease Agreement for Space in
                               Chiang Mai Airport
                   No. Chor.Mor. 1-28/2543 dated 19 March 2001
                                   Amendment 1


This  memorandum  is made at the Airports  Authority of Thailand on 5 June 2001,
between the Airports  Authority of Thailand,  represented  by Flight  Lieutenant
Usar  Borisuth,  Deputy  Managing  Director,  Acting  Managing  Director  of the
Airports Authority of Thailand, hereinafter called the "Lessor" 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.  0007150 dated 24 April 2001,  issued by the
Office of  Partnership/Company  Registration,  Bangkok  Metropolis,  hereinafter
called the "Lessee" of the other part.

Whereas the Lessor  agrees to lease out and the Lessee agrees to lease the space
in Chiang Mai Airport, according to the Agreement No. Chor.Mor.  1-28/2543 dated
19 March 2001, for a period of two years, from 1 June 2000 to 31 May 2002.

And whereas the Lessor has  permitted the Lessee to lease  additional  space for
the business operation,  namely No. 1B 202; from 15 square metre to 18.50 square
metre,  and No. 1C 202;  from 14 square  metre to 31 square  metre,  effective 5
April 2001.

Therefore, the Lessor and the Lessee agree as follows :

1.       The Appendix A to the Lease Agreement No. Chor.Mor. 1-28/2543, dated 19
         March 2001,  shall be repealed and replaced with the Appendix A to this
         memorandum.

2.       In entering into this  memorandum,  the Lessee has submitted the Letter
         of Guarantee No. 00744000165,  dated 18 May 2001, of DBS Thai Danu Bank
         Public  Company  Limited,   Pathum  Wan  Branch,   for  Baht  35,701.00
         (Thirty-Five  Thousand  Seven  Hundred  and One Baht) to the  Lessor as
         guarantee for  compliance  with the Agreement No.  Chor.Mor.  1-28/2543
         dated 19 March 2001. The said  performance  guarantee shall be returned
         after the Lessee has been relieved from all obligations  under the said
         contract.

3.       The contents of the Agreement No.  Chor.Mor.  1-28/2543  dated 19 March
         2000,  besides the amendment  made  according  Clause 1 and Clause 2 of
         this memorandum, shall remain valid.

<PAGE>

4.       This memorandum is effective 5 April 2001.

This memorandum 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.


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

          - signed -                                      - signed -
(Flight Lieutenant Usar Borisuth)                  (Mr. Viratana Suntaranond)



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

          - signed -                                      - signed -
     (Mr. Krit  Phakhakit)                    (Miss Sarinthorn  Jongchaidetwong)


<PAGE>

                    DBS THAI DANU BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

No. 00744000165                                                      18 May 2001


We, DBS Thai Danu Bank Public Company Limited,  Pathum Wan Branch,  with offices
at 186/5-8 Siam Square Soi 7, Phaya Thai Road, Pathum Wan  Sub-district,  Pathum
Wan District,  Bangkok Metropolis,  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 Lease
         Agreement for Space in Chiang Mai Airport, No. Chor.Mor. 1-28/2543, and
         performance   guarantee  is  required  by  the  Airports  Authority  of
         Thailand,  for an amount of Baht 35,701.00  (Thirty-Five Thousand Seven
         Hundred and One 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 35,701.00  (Thirty-Five  Thousand Seven Hundred and One
         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 5 April 2001 to 31 May 2002.

As evidence,  we, DBS Thai Danu Bank Public Company Limited,  Pathum Wan Branch,
by the  undersigned  who are  empowered to enter  juristic act binding the bank,
hereunder sign our names and affixed the seal.


                        - signed -                   - signed -        Guarantor
                  (Mrs. Sirikul Chiranon)   (Miss Siraphon Saengphairoj)
                   Assistant Director &       Assistant Branch Manager
                      Branch Manager

                        - signed -                   - signed -        Witness
               (Mr. Somsak Ratanakritnanon)   (Mr. Siriphon Archiwa )


<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A

              Details of Rents and Location of the Leased Premises
              -----------------------------------------------------
       Memorandum to Agreement No. Chor.Mor. 1-28/2543 dated 19 March 2001
       -------------------------------------------------------------------
                                                                (Total 3 Sheets)
                                                                     Sheet No. 1

---------------------------  -----  ---------  ----------  -----------  ------------  --------  ------------------------
                             Area   Rents      Rent        Service Fee  Building/      Fine/           Lease Period
    Leased Premises          Sqm.   Baht/Sqm.  Baht/Month  Baht/Month   Land Tax      Penalty   ------------------------
                                    Per month                           Baht/Month    Baht/Day     From          To
---------------------------  -----  ---------  ----------  -----------  ------------  --------  -----------  -----------
<S>                          <C>    <C>        <C>         <C>          <C>           <C>       <C>          <C>

Areas in Passenger Terminal
Chiang Mai Airport

-  No.  1A 113               16.00     450.00    7,200.00     1,080.00      900.00      612.005  Apr. 2001   31 May 2002
-  No.  1A 218               22.25     450.00   10,012.50     1,501.88    1,251.56      851.065  Apr. 2001   31 May 2002
-  No.  1B 202               18.50     450.00    8,325.00     1,248.75    1,040.63      707.635  Apr. 2001   31 May 2002
-  No.  1C 202               31.00     450.00   13,950.00     2,092.50    1,743.75    1,185.755  Apr. 2001   31 May 2002

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


The Lessor                              The Lessee
----------                              ----------
          - signed -                                      - signed -
(Flight Lieutenant Usar Borisuth)                 (Mr. Viratana Suntaranond)


Witness                                 Witness
-------                                 -------
          - signed -                                      - signed -
     (Mr. Krit Phakhakit)                      (Miss Sarinthorn Jongchaidetwong)