Lease Agreement


This  agreement is made at Bangkok  Inter-Continental  Hotels Co.,  Ltd.,  on 30
April 2001,

                                     between

Bangkok  Inter-Continental  Hotels Co., Ltd.,  with offices at 989, Rama I Road,
Pathum Wan Sub-district,  Pathum Wan District,  Bangkok Metropolis,  hereinafter
called the "Lessor" of one part,

                                       and

King Power Duty Free Co., Ltd., with 1. Mr. Vichai Raksriaksorn; 2. Mr. Viratana
Suntaranond;  3. Mr. Suwan Panyapas;  4. Mrs. Aimon  Boonkhundha;  5. Mr. Sombat
Dechapanichkul; 6. ACM Nipon Sakornyen; 7. Mr. Tawat Anukoon; 8. Flight Lt. M.L.
Yom Ngonrath; 9. Flight Lt. Pradit Mongkolapibal;  10. Flight Lt. Usar Borisuth;
11. Mr.  Bancha  Pattanapon;  as the  Directors,  whereby  the number or name of
Director   authorized  to  sign  binding  the  Company  is  "Either  Mr.  Vichai
Raksriaksorn or Mr. Viratana Suntaranond is to sign and affix the Company seal,"
represented by Mr. Viratana Suntaranond,  the authorized Director, with the head
office at 26th,  27th  Floors,  Siam  Tower,  No. 989,  Rama I Road,  Pathum Wan
Sub-district,  Pathum Wan District,  Bangkok Metropolis, and the leased premises
Unit A1 and B1 on the 25th  Floor,  the 26th  Floor  and the 27th  Floor of Siam
Tower, hereinafter called the "Lessee" of the other part. Whereas

(a)      The  Lessor is the owner of the  spaces in the  building  called  "Siam
         Tower," situated at 989, Rama I Road, Pathum Wan  Sub-district,  Pathum
         Wan District, Bangkok, (hereinafter called the "Office Building") and

(b)      The  Lessee  wishes  to lease  and the  Lessor  agrees to lease out the
         spaces in the said office building.

Both parties,  having read and  understood  the attached Terms and Conditions of
the Lease,  which  shall be deemed  part of this lease  agreement,  and agree to
enter this agreement as follows :

1.       The Lessor  agrees to lease out and the Lessee  agrees to lease Unit A1
         and B1 on the 25th Floor;  covering an area of 700 square metre, on the
         26th Floor;  covering an area of 1,364  square  metre,  and on the 27th
         Floor;  covering an area of 1,364 square metre,  totaling  3,428 square
         metre,  of the office  building,  and the  Lessor  and the Lessee  have
         inspected  the  same  accordingly   (hereinafter   called  the  "leased
         premises"), with the location and details as appear in the colored area
         in the  attached  chart,  which  shall  be  deemed  part of this  Lease
         Agreement.

<PAGE>

2.       The lease period shall be from 1 May 2001 to 31 October  2003,  whereby
         the  Lessor  and the  Lessee  agree on the rents  throughout  the lease
         period, as follows :

         2.1      From 1 May 2001 to 30 September 2001, the total rents shall be
                  Baht 578,272.00/month (Five Hundred Seventy-Eight Thousand Two
                  Hundred Seventy-Two Baht).

         2.2      From 1 October  2001 to 31 October  2001,  the rents  shall be
                  Baht  174.00/square   metre/month  (One  Hundred  Seventy-Four
                  Baht),  totaling  Baht  596,472.00  (Five  Hundred  Ninety-Six
                  Thousand Four Hundred Seventy-Two Baht).

         2.3      From 1 November  2001 to 31 October  2002,  the rents shall be
                  Baht  183.00/square   metre/month  (One  Hundred  Eighty-Three
                  Baht),  totaling  Baht  627,324.00  (Six Hundred  Twenty-Seven
                  Thousand Three Hundred Twenty-Four Baht).

         2.4      From 1 November  2002 to 31 October  2003,  the rents shall be
                  Baht 191.00/square  metre/month (One Hundred Ninety-One Baht),
                  totaling  Baht  654,748.00  (Six Hundred  Fifty-Four  Thousand
                  Seven Hundred Forty-Eight Baht).

3.       The Lessee agrees to pay the rents to the Lessor commencing 1 May 2001.


4.       The Lessee agrees to make use of the leased premises as offices only.

5.       The Lessee shall  undertake  decoration of the leased premises and open
         for  business  by -. In case the  Lessee  shall be  unable  to open for
         business on the said date due to force  majeure  according to Clause 13
         of the Terms and  Conditions  of the  lease,  for which the  Lessee has
         notified  in writing to the Lessor  within  three days from the date of
         the said  incident  and the Lessor has  approved it, or handing over of
         the leased  premises  under Clause 2 of the Terms and Conditions of the
         Lease was delayed,  the Lessor shall  postpone  collection of the rents
         and other  money the Lessee is to pay the Lessor for the same period as
         the  force  majeure  or the  delay of the  handing  over of the  leased
         premises accordingly.

6.       As security for compliance with the agreement of the Lessee and for any
         damage  which may occur to the Lessor,  the Lessee  agrees to place the
         security deposit to the Lessor for an amount  equivalent to the maximum
         three-month rents, totaling Baht 1,964,244.00 (One Million Nine Hundred
         Sixty-Four  Thousand Two Hundred  Forty-Four Baht). On the signing date
         of this agreement,  the Lessee has placed the security  deposit of Baht
         1,964,244.00 (One Million Nine Hundred Sixty-Four  Thousand Two Hundred
         Forty-Four Baht) to the Lessor accordingly.

7.       Prior to  undertaking  decoration,  the Lessee  shall  place a security
         deposit for  decoration  for Baht -. If payment is made by cheque,  the
         payment shall be complete only after the Lessor has collected the money
         accordingly.

<PAGE>

8.       Payment  by cheque to the  Lessor,  under any  circumstances,  shall be
         complete only after the Lessor has collected the money accordingly.

This  agreement is made in  duplicated  copies.  Both  parties,  having read and
understood  it entirely,  hereunder  sign their names and affix seal (if any) in
the presence of witnesses.



Lessor  Bangkok Inter-Continental Hotels          Lessee   King Power Duty Free
                 Co., Ltd.                                      Co., Ltd.
                                                                          (Seal)

               - signed -                                       - signed -
         (Mr. Panat Simasathian)                          (Viratana Suntaranond)


               - signed -
       (Mrs. Chadathip Chutrakun)


Witnesses                                         Witnesses

               - signed -                                       - signed -
        (Mrs. Panjai Thongurai)                          (Mr. Danai Kemasakchai)


               - signed -                                       - signed -
        (Mr. Narunart Numahan)                             (Mr. Pathom Ngerndam)


<PAGE>

                        Terms and Conditions of the Lease

1.       Scope of Lease

         The lease shall be inclusive of the leased  premises and the components
         and fixtures  attached or installed in the leased  premises at the time
         of entering into this agreement,  or which may be attached or installed
         or built at a later date.

2.       Hand Over of the Leased Premises

         2.1      The Lessor  shall hand over the leased  premises to the Lessee
                  in month -, year -, and the date of hand over may be  extended
                  at the same period of the delay of  construction or the period
                  the Lessor  shall be unable to proceed  with the  construction
                  due to force majeure, fire, strike, labor unrest,  regulations
                  or directives of the concerned government agencies,  change of
                  plans,  delay in obtaining the  necessary  permit or approval,
                  breach of or non-compliance with contract of the supplier, the
                  contractor or any incident beyond the control of the Lessor.

                  The Lessee  acknowledges  that the Lessor  agrees to hand over
                  the leased premises to the Lessee prior to the commencement of
                  the lease for the Lessee to undertake decoration of the leased
                  premises in time for the  commencement  of the lease.  If such
                  undertaking of decoration of the leased premises causes damage
                  or  destroys  any part of the  leased  premises  or the office
                  building which is the property of the Lessor due to the act of
                  the Lessee,  or the  Lessee's  employee or  contractor  or any
                  person  connected  with the Lessee,  the Lessee agrees to make
                  compensation  for such damage  directly to the Lessor and with
                  no dispute whatsoever, and agrees to make compensation for the
                  total  damage to the  lessees in the office  building  and the
                  shopping center or any person who has been injured due to such
                  action;  and the Lessor is  entitled  to  terminate  the lease
                  agreement  and enforce the terms and  conditions  of the lease
                  immediately.

         2.2      The Lessor shall hand over the leased  premises to the Lessee,
                  without  decoration,  and according to the following materials
                  and equipment :

                  (1)      Concrete walls or brick walls, with no paint;
                  (2)      Cement  floor  having  been   polished,   with  T-Bar
                           ceiling;
                  (3)      Electrical  wires,  according to the standards of the
                           Metropolitan Electricity Authority, connecting to the
                           leased premises;
                  (4)      Air conditioning  system,  Variable Air Volume (VAV),
                           with the central AHU;
                  (5)      Automatic  water  sprinkler  system,  and fire  alarm
                           system;
                  (6)      Electricity meter (to be installed in engine room and
                           electrical room in the common property area);
                  (7)      Sockets  for  receiving   telephone  and   television
                           signals, including a terminal box for satellite.

                  However,  the Lessor reserves the right to use others material
                  or equipment with similar quality.

<PAGE>


3.       Payment of Rents

         3.1      The Lessee agrees to pay the rents to the Lessor in advance at
                  the Lessor's  office on monthly basis, on or before the 5th of
                  each month.  If the 5th of any month falls on a holiday of the
                  Lessor, it shall be postponed to the following working day.

         3.2      In case of a delay of the rent,  the Lessee  consents to pay a
                  penalty, equivalent to the interest rate at 15% p.a., from the
                  due  date to the date on which  payment  is made in full.  The
                  Lessee  shall  not cite  payment  of such  penalty  as  having
                  complied with the lease agreement,  and it shall not prejudice
                  the right of the Lessor to proceed  according  to other clause
                  herein.

4.       Security Deposit

         4.1      In case the Lessee has any  outstanding  amount of the rent or
                  money payable under this agreement or other  contract  entered
                  between  the Lessor and the  Lessee,  or in case any damage or
                  loss has  occurred  to which the Lessee is liable,  the Lessee
                  consents  the Lessor to deduct such  amount from the  security
                  deposit.  If the security  deposit  appears to be insufficient
                  for such payment,  the Lessor is entitled to demand the Lessee
                  to pay the  difference  accordingly.  The Lessee agrees to pay
                  the  Lessor  immediately  when  the  balance  of the  security
                  deposit is less than two-month rents.

         4.2      Payment of the security deposit shall not be deemed as advance
                  payment of the rents. The Lessee shall not cite payment of the
                  security  deposit  as an excuse for not paying the rent on the
                  due date specified  herein.  The Lessee consents the Lessor to
                  forfeit the  security  deposit in case the Lessee is in breach
                  of any clause of this  agreement.  Forfeiture  of the security
                  deposit  shall not prejudice the right of the Lessor to sue or
                  claim for damages from the Lessee for a higher amount.

         4.3      The said  security  deposit  is for the  Lessee's  liabilities
                  under  this  agreement.  Where the  agreement  ends  while the
                  Lessee is not in breach of the  agreement,  the  Lessor  shall
                  refund  the  security  deposit,  without  interest,  after the
                  Lessee has vacated the leased  premises  and returned the same
                  in proper condition and has no outstanding  payment of rent or
                  other money to the Lessor.

                  If the Lessee  terminates this agreement before the expiration
                  date,  it shall be deemed  that the Lessee is in breach of the
                  agreement,  thus the Lessee consents the Lessor to forfeit the
                  security deposit or other security that the Lessee has paid to
                  the Lessor, and the Lessee agrees to make compensation payment
                  for the lack of interest that the Lessor should  receive under
                  this  agreement,  based on the amount the Lessee has to pay to
                  the Lessor from the date of  termination  of the  agreement to
                  the expiration date.


<PAGE>

5.       Renewal of the Lease Agreement

         5.1      If the Lessee wishes to renew the lease  agreement,  a written
                  notice  must be  forwarded  to the  Lessor at least six months
                  before the expiration  date of the lease.  If during the lease
                  period  the Lessee  has not  breached  any clause of the lease
                  agreement or other contract entered between the Lessee and the
                  Lessor or any instruction or directive of the Lessor issued to
                  the lessees in the office  building  in general,  or has never
                  received a warning letter from the Lessor,  and the Lessor has
                  considered  and  deemed  it  appropriate  to renew  the  lease
                  agreement,  the Lessor shall lease out the leased premises for
                  a another period of three years,  from the expiration  date of
                  the  lease  under  this  agreement,   whereby  the  terms  and
                  conditions  may remain the same or to be revised as  specified
                  by the Lessor, and the rents shall be agreed upon again.

         5.2      In case the  Lessee  does not  forward  a  written  notice  as
                  indicated  above,  or both  parties  cannot reach an agreement
                  with regard to the rents for the renewal period, or the Lessee
                  is unable to sign the new lease agreement  within three months
                  before the  expiration  date of the lease under this agreement
                  and make payment  according to the new lease  agreement on the
                  signing date  thereof,  this  agreement  shall end  forthwith.
                  Thereby,  the Lessor has no duty to renew the lease agreement,
                  and the Lessee is not  entitled to request for removal cost or
                  any damage from the Lessor.

6.       Use of the Lease Premises

         6.1      The Lessee  agrees to make use of the leased  premises for the
                  purpose specified in this agreement only. If the Lessee wishes
                  to change the purpose of the lease from the above,  the Lessee
                  must obtain a written approval of the Lessor first.

         6.2      The Lessee  agrees to operate the  business  indicated in this
                  agreement throughout the period that the office building opens
                  for business, and shall operate the said business continuously
                  throughout  the lease  period,  and shall not lease the leased
                  premises but not operating  the business.  If the Lessee is in
                  breach of this  clause,  it shall be deemed as a breach of the
                  lease agreement in substance.

         6.3      The Lessee  agrees to not  transfer  the lease or sub-lease or
                  separate or divide  possession of the leased premises,  either
                  in whole or in part, at any time during the lease period under
                  this  agreement,  without  having  obtained  a  prior  written
                  permission of the Lessor.

                  If the  Lessee  is in  breach  of Clause 6, it shall be deemed
                  that  the  Lessee  is in  breach  of the  lease  agreement  in
                  substance,  whereby the Lessor is entitled to  terminate  this
                  agreement immediately, before the expiration date, and without
                  having to give the Lessee an advance notice.

<PAGE>

7.       Decoration of the Lease Premises

         7.1      The Lessee shall  undertake  decoration of the leased premises
                  at the  Lessee's  own  expense.  Such  decoration  shall be in
                  accordance  with the drawings and chart approved in writing by
                  the Lessor. The Lessee agrees to comply with the regulation on
                  transporting  materials,  removal and renovation of the leased
                  premises in all respects.

         7.2      The Lessee shall submit the plans for decoration of the leased
                  premises,  air-conditioning  system,  electrical system, audio
                  system and other  details  related to decoration of the leased
                  premises  to the  Lessor for  consideration  and  approval  in
                  writing,  within  15 days from the  signing  date of the lease
                  agreement, prior to entering for undertaking decoration.

                  In view of this,  the Lessor is entitled to request the Lessee
                  to change  the plans or system  work or  details as the Lessor
                  deems appropriate.

         7.3      On the signing date of the lease  agreement or, at the latest,
                  not  later  than  five  days  prior  to  commencement  of  the
                  decoration,  the Lessee  shall pay the  security  deposit  for
                  decoration of the leased  premises at a rate of Baht 10,000.00
                  for  every  100  square  metre  of the  leased  premises,  and
                  increasing at a rate Baht 80,000 for each floor. however, such
                  security  deposit  shall  not  exceed  Baht  500,000.00  (Five
                  Hundred Thousand Baht).

         7.4      Prior to entering  for  undertaking  decoration  of the leased
                  premises,  the Lessee  shall  arrange for Third  Party  Public
                  Liability  Insurance,  with the  insured sum not less than one
                  million  baht,  or as  specified  by the Lessor,  to cover the
                  damage which may occur to the property of a third party.  Such
                  insurance   coverage   shall  be  for  the  whole   period  of
                  undertaking  decoration  of the  leased  premises.  The Lessee
                  shall submit the said insurance policy to the Lessor.

         7.5      In case of a delay in decoration of the leased  premises for a
                  period  exceeding  30  days,  from  the  date of  opening  for
                  business  of the leased  premises,  the Lessor is  entitled to
                  terminate the  agreement and forfeit the security  deposit for
                  the rents,  the  security  deposit  for the  services  and the
                  security  deposit  for  decoration  of  the  leased  premises,
                  including  other  money the Lessee has already  paid,  without
                  prejudice  to the right of the Lessor to claim for  additional
                  damages at the actual amount.  Thereby,  the Lessee waives the
                  right to claim for any  damage  from the  Lessor and shall not
                  enter an action, either civil or criminal, against the Lessor.

         7.6      During  decoration,  the Lessee shall be  responsible  for the
                  relevant   expenses  such  as  electricity  and  water  supply
                  charges,  removal of garbage  and unused  materials  at a rate
                  fixed by the Lessor,  payable  within seven days from the date
                  of  receipt of the  Lessor's  notice,  after  which the Lessee
                  consents  the Lessor to deduct such  amount from the  security
                  deposit for decoration of the leased premises.

<PAGE>

         7.7      The Lessee shall decorate the leased premises to be attractive
                  and up to the general  standards of the office building at all
                  times and at the  Lessee's own  expense,  especially  the area
                  adjacent  to the  public  walkway  or the area  seen by people
                  outside the building. If the Lessor deems it appropriate,  the
                  Lessor may inform the Lessee to change the  decoration  of the
                  leased  premises.  If the  Lessee  fails to do so,  without an
                  appropriate  reason,  it shall be deemed that the Lessee is in
                  breach of this agreement in substance.

         7.8      The Lessor shall refund the security deposit for decoration of
                  the leased premises, without interest, to the Lessee after the
                  Lessee has  undertaken  decoration  of the leased  premises as
                  approved  by the Lessor  and has  complied  with the  Lessor's
                  regulations accordingly, and that the Lessee has consented the
                  Lessor to deduct the damage and fine (if any).

8.       Covenant of the Lessee

         The Lessee agrees as follows :

         8.1      The Lessee  agrees to pay all monies to the Lessor on due date
                  specified in this agreement.

         8.2      The Lessee  agrees to accept hand over of the leased  premises
                  from the  Lessor on the date  specified  by the Lessor and has
                  informed to the Lessee.

         8.3      The Lessee agrees to make use and possess the leased  premises
                  for the purpose specified in this agreement only.

         8.4      The Lessee  agrees to not make use of the leased  premises for
                  an illegal or immoral purpose, or allow any person to do so.

         8.5      The Lessee  agrees to not  organize  an auction or allow it to
                  take place in the leased premises.

         8.6      The  Lessee  agrees  to not  dwell in any  part of the  leased
                  premises  or allow any  person to do so, or to not make use of
                  or allow any  person to make use of the leased  premises  as a
                  place to sleep; except for security purpose as necessary and a
                  prior  written  permission  has already been obtained from the
                  Lessor.

         8.7      The  Lessee  agrees to not cause or allow any  person to cause
                  nuisance or act or do  anything in the leased  premises or any
                  part of the  office  building,  which  may be or tend to cause
                  disturbance  or nuisance or damage or difficulty to the Lessor
                  or others.

         8.8      The  Lessee  agrees  to not  keep or  bring  any  inflammable,
                  explosive or hazardous material, or not do or allow or consent
                  for any act that the  result of which may cause any  insurance
                  for  the  leased  premises  to be  void  or  canceled,  or the
                  insurance  premiums  to be  increased,  and to comply with the
                  suggestions  of the  insurance  company and the  firemen  with
                  regard to fire  prevention  of the  leased  premises.


<PAGE>

         8.9      The  Lessee  agrees to not place  anything  that may cause any
                  part of the  leased  premises  to load  exceeding  300 kg. per
                  square metre.

         8.10     Unless  a prior  written  permission  has  been  given  by the
                  Lessor,  the Lessee  agrees to not  construct  any  structure,
                  pipe,  wiring or column in the leased  premises,  or not allow
                  for any  alteration or extension of the leased  premises,  and
                  not  act  or  allow  or   consent   for  loss,   depreciation,
                  destruction  or any thing or in or above the leased  premises,
                  and not cut or cause any  damage to the  wall,  wiring,  pipe,
                  drainage,  component  or thing  installed  or  fitting  of the
                  building or allow for such act.

         8.11     The Lessee agrees to not install, construct,  attach, display,
                  paint or allow  for such act on any part  outside  the  leased
                  premises,  and  not to  install  sign,  poster,  announcement,
                  advertisement,  logo,  TV or radio or any  antenna  under  any
                  circumstances,  unless a written  permission has been given by
                  the Lessor.

                  If the Lessee is in breach of this clause, the Lessee consents
                  that the  Lessor  has the right to remove  the thing  that the
                  Lessee has installed or placed outside the leased premises for
                  keeping it in an appropriate  place,  whereby the Lessee shall
                  be  responsible  for the  expenses  incurred  from removal and
                  safekeeping of such thing, and that the Lessee has no right to
                  claim for any  damage.  If the  Lessee has not  collected  the
                  thing after seven days of safekeeping, it shall be deemed that
                  the Lessee has waived the right on such thing,  and the Lessor
                  is entitled to dispose of or destroy the same,  and the Lessee
                  waives the right to claim for damages.

         8.12     The  Lessee  agrees  to  hire  the  contractor  who  has  been
                  indicated or approved by the Lessor only for  installation  of
                  electrical  system,  telephone,  cable TV or  satellite  dish,
                  air-conditioner  and the utilities  related to various systems
                  of the building.

         8.13     The Lessee agrees to maintain the leased  premises to be clean
                  and  hygienic,  free of foul or harmful  odor and noise at all
                  times,  at the  Lessee's  own  expense.  Moreover,  the Lessee
                  agrees to  maintain  inside and the  components  of the leased
                  premises, including door, windows and glasses and the articles
                  tying  wires,  pipes,  ceiling  in  the  leased  premises  and
                  painting  and wall  papers and  interior  decoration  to be in
                  proper condition throughout the lease period.

         8.14     The Lessee  agrees to permit the  Lessor  and/or the  Lessor's
                  representative  to enter into and inspect the leased  premises
                  at all times, during reasonable hours. Within 30 (thirty) days
                  after the Lessor has forwarded a written  notice to the Lessee
                  of any damage,  deterioration  or requirement for repair found
                  in the leased premises,  the Lessee agrees to arrange for such
                  repair. An exception is made if it is a wear and tear from the
                  normal use. In view of this,  if the Lessee  fails to start or
                  carry out such repair  within one month after having  received
                  the said  notice,  the  Lessor is  entitled  to enter into the
                  leased premises and arrange for such repair,  and all expenses
                  incurred  therefrom shall become an obligation that the Lessee
                  has to perform to the Lessor  immediately,  in addition to the
                  agreed rent.

<PAGE>

         8.15     The Lessee agrees to not place or display any  merchandise for
                  selling or vehicle  blocking the  footpath,  entrance  stairs,
                  walkway and the  parking lot for common use;  unless a written
                  permission has been obtained from the Lessor.

                  If the Lessee is in breach of this clause, the Lessee consents
                  that the  Lessor  has the right to remove  the thing  that the
                  Lessee has installed or placed outside the leased premises for
                  keeping the same in an appropriate  place,  whereby the Lessee
                  shall be  responsible  for the expenses  incurred from removal
                  and  safekeeping of the same, and that the Lessee has no right
                  to claim for any damage.  If the Lessee has not  obtained  the
                  thing after seven days of safekeeping, it shall be deemed that
                  the Lessee has waived the right in such thing,  and the Lessor
                  is entitled to dispose of or destroy the same,  and the Lessee
                  waives the right to claim for damages.

         8.16     The  Lessee  agrees to  replace  and  repair  any thing in the
                  leased  premises  that  has been  broken  or  damaged,  at the
                  Lessee's expense, whether it is due to the fault or negligence
                  of the Lessee or not.

         8.17     The Lessee  agrees to pay the Lessor,  upon  request,  for the
                  expenses  incurred from cleaning  and/or repair of any part of
                  the leased  premises that has been damaged due to carelessness
                  of the Lessee or the Lessee's employee.

         8.18     The  Lessee  agrees to respect  and comply  with the rules and
                  regulations  at all times,  including the  directives  for the
                  lessees which has been prepared in writing by the Lessor and a
                  copy thereof has been given to the Lessee. Such directives may
                  be revised and/or  amended as required by the Lessor.  in view
                  of this,  the  Lessor  shall  notify  the  Lessee  at least 15
                  (fifteen) days before effective date of the new directive.

         8.19     During the period of 90 (ninety) days before the expiration of
                  the lease  under  this  agreement  (or  before  this,  if this
                  agreement ends before the expiration  date), the Lessee agrees
                  to permit the Lessor and staff  and/or  representative  of the
                  Lessor to enter into and inspect the leased  premises and show
                  the leased premises to the new lessee during  reasonable hours
                  of each day.

         8.20     Upon the end of the lease, if removal of any thing attached to
                  or any structure built-in to the floor or ceiling installed by
                  the Lessee is likely to cause  damage to the leased  premises,
                  the same shall become the property of the Lessor.  However, in
                  case the Lessor deems it appropriate, the Lessor has the right
                  to inform the Lessee to arrange  the leased  premises  for its
                  return to the previous condition, at the Lessee's own expense,
                  unless  such damage is due to wear and tear of the normal use,
                  or  to  pay  the   Lessor  an   sufficient   amount  for  such
                  undertaking,  and return the leased  premises  and all keys to
                  the Lessor accordingly.

<PAGE>

         8.21     When this agreement ends due to whatever  reasons,  the Lessee
                  shall  return  the  leased  premises  to the  Lessor in proper
                  condition.  If the Lessor has to pay any expense for repair or
                  making  the leased  premises  to be in proper  condition,  the
                  Lessee agrees to be responsible for such expenses.

         8.22     The Lessee agrees to not prepare and/or cook any food or store
                  food in the leased premises, unless a prior written permission
                  has been  given by the  Lessor or the  purpose of the lease is
                  for operating  food outlet or  restaurant.  In this case,  the
                  Lessee shall arrange for grease  receptacle,  fire  prevention
                  system,  including mouse and insect  exterminating,  to ensure
                  safety, cleanliness and hygiene of the leased premises.

         8.23     The Lessee  agrees to not make use of  passenger  elevator for
                  transporting the merchandize,  equipment and supply;  unless a
                  written  permission  has been  obtained from the Lessor and in
                  compliance  with the  procedure  and  method  set forth by the
                  Lessor.

         8.24     In case the leased  premises or any part thereof or the office
                  building is damaged or destroyed due to negligence or fault of
                  the Lessee or the Lessee's employee or contractor,  the Lessee
                  agrees  to be  responsible  directly  to the  Lessor  for  all
                  expenses for its return or repair of the damaged  thing to the
                  previous condition,  and to make compensation payment to other
                  lessees as well.

9.       Insurance

         The Lessee shall arrange fire insurance  with an insurance  company and
         shall be the insured for the leased  premises or the  property  therein
         for  liabilities to the life and property of the Lessee  throughout the
         lease  period.  Whereby,  the Lessee shall notify the Lessor in writing
         and must obtain a written permission of the Lessor before arranging for
         the fire insurance. The Lessee shall submit the insurance policy to the
         Lessor for the record,  within one month from the effective date of the
         lease agreement.  Otherwise, it shall be deemed that the Lessee intends
         to breach  this lease  agreement  in  substance,  thereby the Lessor is
         entitled to terminate the agreement before the expiration date, without
         having to notify the Lessee in advance.

         The Lessee shall arrange for third party public liability insurance and
         be the insured for the leased premises,  in the capacity of the lessee,
         throughout  the lease period,  for an insured sum of not less than Baht
         3,000,000.00 for each incident throughout the insurance period or to be
         specified by the Lessor.  The Lessee shall submit the insurance  policy
         to the Lessor for the record,  within one month from the effective date
         of the lease agreement.  Otherwise,  it shall be deemed that the Lessee
         intends to breach this lease agreement in substance,  and the Lessor is
         entitled to terminate the agreement before the expiration date, without
         having to notify the Lessee in advance.

<PAGE>

10.      Termination of the Lease Agreement

         Both parties agree that :

         10.1     If and when, during the lease period under this agreement, the
                  Lessee  becomes  bankrupt,  or an official  receiver  has been
                  appointed to operate the Lessee's business,  or the Lessee has
                  entered  into an  agreement  or  made a  compromise  with  the
                  creditors,  the Lessor is entitled to terminate this agreement
                  forthwith, and the Lessee consents the Lessor to repossess the
                  leased premises or any part thereof,  without prejudice to the
                  right or other  settlement  that the  Lessor has made with the
                  Lessee with regard to breach of agreement before this.

         10.2     If the  Lessee  is in  breach  of any  clause of the terms and
                  conditions of this agreement, or fails to perform the Lessee's
                  duties  according  to law and  fails  to take  the  corrective
                  action after having received the Lessor's  notice,  the Lessee
                  promises  and  agrees to pay  penalty to the Lessor in full at
                  Baht 100,555.00 (One Hundred Thousand Five Hundred  Fifty-Five
                  Baht) per day,  from the date of breach  of  agreement  to the
                  date  on  which  the   corrective   action   has  been   taken
                  accordingly.  And the Lessor is  entitled  to  terminate  this
                  agreement,  without having to give an advance  notice,  before
                  expiration date of the lease agreement.  Moreover,  the Lessee
                  agrees to pay the Lessor all expenses and compensation for the
                  damage that may occur to the Lessor,  in addition to the above
                  mentioned penalty.

         10.3     In case the leased  premises or any part thereof is damaged or
                  destroyed  during the lease period under this agreement due to
                  fire  or  other  disaster,  the  Lessee  shall  pay  the  rent
                  proportionately to such condition and scope of such damage. If
                  the leased  premises is unsuitable for use or possession for a
                  period exceeding 180 (one hundred and eighty) days, the Lessee
                  has the right to choose to remain the lessee  thereafter or to
                  terminate this agreement.  In case the Lessee  terminates this
                  agreement,  refund of the rents shall be made  proportionately
                  only in the event  that such  damage  occurred  to the  leased
                  premises is due to the severe fault of the Lessor.

         10.4     When this  agreement  ends,  the  Lessee  agrees to vacate the
                  leased premises and return the same to the Lessor immediately.
                  If the Lessee  continues to possess the leased  premises,  the
                  Lessee shall pay penalty to the Lessor at Baht 100,555.00 (One
                  Hundred  Thousand Five Hundred  Fifty-Five Baht) per day, from
                  the end of the  agreement  to the date on which the Lessee has
                  returned the leased premises to the Lessor in proper condition
                  accordingly,  and without prejudice to the right of the Lessor
                  to claim for additional damages at actual costs.

         10.5     This lease is under the condition that if the leased  premises
                  is destroyed or damaged totally, or the Lessee is in breach of
                  any clause herein or fails to comply with the Lessor's  duties
                  according  to law and to such an extent  that the  Lessor  has
                  exercised the right to terminate this agreement or the service
                  contract  due to whatever  reasons,  the Lessor is entitled to
                  terminate  this  agreement  and in such case,  this  agreement
                  shall end forthwith.

<PAGE>

         10.6     It is agreed  explicitly  that upon  expiration  of the lease,
                  this lease  agreement  shall end without the Lessor  having to
                  notify the Lessee again.  In case the Lessor does not agree to
                  enter into a new lease  agreement  or extend  the lease  under
                  this  agreement,  the Lessee is not  entitled  to request  for
                  removal cost or compensation from the Lessor.

         10.7     In case the  Lessee  fails to  vacate  or  return  the  leased
                  premises  to the Lessor  within the  period  specified  above,
                  besides the solution  specified  above, the Lessee agrees that
                  the  Lessor or the  Lessor's  representative  has the right to
                  take the necessary  action  including  destroying  the lock or
                  barrier in order to repossess the leased premises according to
                  the right of the  Lessor.  This  shall not be deemed  that the
                  Lessor or the Lessor's  agent intrudes or violate the right of
                  the  Lessee  or the  Lessee's  attendant  or a third  party in
                  anyway.  Moreover,  the Lessor or the Lessor's  representative
                  has the right to withhold  the  property of the Lessee or that
                  of a third party in the leased premises, or remove such person
                  or  property  from the leased  premises,  as the Lessor  deems
                  appropriate.  Furthermore, the Lessee consents that the Lessor
                  or the  Lessor's  representative  has the right to manage  the
                  leased  premises and the  utilities  such as  electricity  and
                  water  supply in the  leased  premises,  as the  Lessor  deems
                  appropriate.  Thereby, the Lessee shall be responsible for the
                  damages  and/or  other   expenses   incurred  from  breach  of
                  agreement  of the  Lessee,  to  the  Lessor  or  the  Lessor's
                  representative  and/or a third party, and the Lessee shall not
                  dispute or claim of any damage from the Lessor.

         10.8     The rights under this  agreement are especially for the Lessee
                  and  non-transferable  by  heritage or other  means,  unless a
                  written permission has been given by the Lessor.

11.      Liabilities of the Lessor

         11.1     The Lessor shall not  responsible to the Lessee for any damage
                  or harm  occurred to the life,  body or property of the Lessee
                  or the  Lessee's  customers  in  the  office  building  due to
                  whatever  reasons,  including  the defect of the  building  or
                  place;  except in case where  such  damage is due to an act of
                  intent  or severe  negligence  of the  Lessor or the  Lessor's
                  employee while performing the duties.  The Lessor shall not be
                  responsible  to the Lessee for any act or  omission to perform
                  the duty of a third party who is a contractor  of other lessee
                  in the  office  building  in case any damage  occurred  to the
                  Lessee.  It is the duty of the  Lessee  to deal with the third
                  party.  However,  the  Lessee  may  notify  the Lessor for the
                  record and purpose of management of the office building.

         11.2     The Lessor shall not be responsible  to the Lessee,  under any
                  circumstances,  for any  damage  which  may  occur  due to any
                  repair,  renovation  or  undertaking  related  to  the  office
                  building,   including  electrical,   water  supply,  telephone
                  air-conditioning  systems  or  other  service  in  the  office
                  building;  unless  such  damage  is due to an act of intent or
                  severe negligence of the Lessor.


<PAGE>

12.      Transfer of the Rights

         The Lessor is  entitled to  transfer  the rights and duties  under this
         agreement  to a third  party,  without  having to obtain  the  Lessee's
         consent.

13.      Force Majeure

         If any  performance  of duty under this  agreement  of either  party is
         obstructed or restricted or disturbed,  the said party, upon receipt of
         the other party's  notice,  shall be exempted from performing such duty
         according to the nature of obstruction,  restriction or disturbance due
         to :

         13.1     Fire, explosion,  earthquake,  strike, closure of business due
                  to  labor  dispute,  contingent  loss or  accident,  epidemic,
                  floods,  shortage or stop of operation  of the labor  sources,
                  electrical power or supplies, or

         13.2     War,  revolution,  civil unrest, act of enemy, closure of port
                  or prohibition of cargo shipment, or

         13.3     Law, order, announcement,  directive, municipal law, demand or
                  requirement of the government or the government agencies,  the
                  officials or the representative thereof.

14.      Taxes

         The rent under this  agreement  does not  include  the taxes and duties
         collected by the authorities or government  agencies at the time of the
         signing  date of this  agreement.  It is the  Lessee's  duty to pay all
         taxes and  duties,  at the  rates  prevailing  on the date of  payment.
         Whereby,  the  Lessor  shall  notify the Lessee the amount of taxes the
         Lessee has the duty to pay under this agreement, from time to time, and
         the  Lessee  agrees to submit  such  amount to the  Lessor  within  the
         specified  period.  In case the Lessor has made an advance  payment for
         the taxes,  the Lessee agrees to reimburse the Lessor within three days
         from the date of receipt of the Lessor's  notice.  An exception is made
         for the building tax, which shall be borne by the Lessor.

15.      Notices

         Any notice that the Lessor is  supposed  to forward to the  Lessee,  if
         having  been given to any  person who is usually  present in the leased
         premises  or at the  address or the  office of the Lessee as  indicated
         above,  be it a family member or an employee or attendant of the Lessee
         or related to the  Lessee's  business in any way, or having been placed
         or posted openly at the leased premises or at the address or the office
         of the Lessee as  indicated  above,  it shall be deemed as having  duly
         forwarded to the Lessee at such time.

16.      Expenses

         The Lessee agrees to pay a fee of Baht 2,000.00 (Two Thousand Baht) for
         preparation of this agreement, and to pay the duty stamps to be affixed
         to this agreement as well.

<PAGE>

As  evidence,  both  parties  hereunder  sign  their  names in the  presence  of
witnesses on the date indicated above.



Lessor  Bangkok Inter-Continental Hotels            Lessee  King Power Duty Free
               Co., Ltd.                                      Co., Ltd.
                                                                          (Seal)
               - signed -                                     - signed -
        (Mr. Panat Simasathian)                          (Viratana Suntaranond)


               - signed -
       (Mrs. Chadathip Chutrakun)


Witnesses                                           Witnesses
               - signed -                                     - signed -
         (Mrs. Panjai Thongurai)                        (Mr. Danai Kemasakchai)


               - signed -                                     - signed -
         (Mr. Narunart Numahan)                         (Mr. Pathom Ngerndam)