Lease Agreement for Space in Bangkok International Airport


                                                         Agreement No. 7-40/2544



This  agreement  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 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.  0016505
dated 1 October 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
property of the Lessor for use as the business  premises  for selling  medicine,
medical supplies and equipment.

Therefore, both parties agree as follows :

The  Lessor  agrees to lease  out and the  Lessee  agrees to lease the  property
according to the "Terms and  Conditions of Lease" and the  following  Appendixes
which shall be deemed part of this agreement.

         Appendix A                 Details  of  the  leased   property,   lease
                                    period,  rents,  fees  and  charges,   chart
                                    showing location of the leased premises

       Appendix B                   Performance Guarantee

<PAGE>

       Appendix C                   Documents     showing     juristic    person
                                    registration  of the Lessee,  and the person
                                    empowered to sign as the Lessee

       Appendix D                   Others (if any)


This agreement 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
----------                                   ----------
                                                                          (Seal)
              - signed -                                  - signed -
        (ACM Therdsak Satcharak)                   (Mr. Viratana Suntaranond)



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

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






<PAGE>

                          Terms and Conditions of Lease



Chapter 1 General Terms and Conditions

Chapter 2 Special Terms and Conditions


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


Chapter 1 General Terms and Conditions

1.1      Scope of Lease

         The Lessee  agrees to lease the  property  of the  Lessor,  hereinafter
         called the "leased  premises"  according to the details  prescribed  in
         Appendix A.

1.2      Lease Period

         The  Lessor  agrees to  permit  the  Lessee  to make use of the  leased
         premises under this agreement for the period prescribed in Appendix A.

       If the Lessee wishes to continue the lease after the expiration date, a
       written notice must be forwarded to the Lessor at least fifty five (45)
       days prior to the expiration date. In view of this, the Lessor reserves
       the right to consider as it is deemed appropriate.

1.3      Remuneration and Method of Payment

         1.3.1    The Lessee agrees to pay remuneration to the Lessor as follows
                  :

                  (a)      Fee for entering  into the  agreement,  Baht 5,000.00
                           (Five Thousand  Baht),  not including the value added
                           tax;

                  (b)      Rents and charges as prescribed in Appendix A

         1.3.2    Payment  of the fee for  entering  into  the  agreement  under
                  Clause  1.3.1(a)  shall be made to the  Lessor on the  signing
                  date of this agreement.

         1.3.3    Payment of the rents and charges as  prescribed  in Appendix A
                  shall be made, on monthly  basis,  to the Lessor in advance by
                  the 5th of every month.

<PAGE>

         1.3.4    The Lessee agrees to be  responsible  for all expenses such as
                  electricity,   telephone,   water  supply  charges  and  other
                  expenses  incurred  from the lease under this  agreement,  and
                  shall make payment to the Lessor within the due date indicated
                  in the invoices.

         1.3.5    The Lessee agrees to be responsible for all taxes,  duties and
                  fees incurred from the lease under this  agreement such as the
                  value  added  tax,  payable  under  the  existing  and  future
                  provisions of laws, on behalf of the Lessor.

                  The rate of  monthly  building  and land  taxes  indicated  in
                  Appendix A is based on the average rents the Lessee has to pay
                  in each year.  Should the building and land taxes are changed,
                  the Lessee consents to pay the new rates accordingly.

         1.3.6    All  payment  under  this  agreement  shall be made at Finance
                  Division,  Finance Department, of the Lessor. After the Lessee
                  has made payment to the Lessor,  a receipt  shall be issued to
                  the Lessee as evidence.  The receipt shall have the signatures
                  of the Director,  Finance Division, Finance Department, of the
                  Lessor or the designated  person,  jointly with the cashier of
                  Finance Division, Finance Department, or the designated person
                  who must be a financial staff of the Lessor.

         1.3.7    If the Lessee is in default of payment of the rents,  building
                  and land taxes or other tax or other  expenses  payable to the
                  Lessor  under  this  agreement,  the  Lessee  consents  to pay
                  penalty  to the  Lessor at a rate of 1.5  percent  (one  point
                  five) per month of the outstanding amount for the whole period
                  of default. A fraction of month shall be counted as one month.

                  The Lessee agrees that the first  paragraph is a separate part
                  and without  prejudice to the right of the Lessor to terminate
                  this agreement and claim for damages.

1.4      Duties and Responsibilities of the Lessee

         1.4.1    The Lessee  shall not make use of the leased  premises for any
                  purpose  other  than  prescribed  herein,   unless  a  written
                  permission has been obtained from the Lessor first.

         1.4.2    The Lessee shall not sub-lease the leased premises,  either in
                  whole or in part,  or transfer the leasehold to a third party,
                  or allow a third  party to make  use of the  leased  premises,
                  either in whole or in part,  unless a written  permission  has
                  been obtained from the Lessor first.

<PAGE>

         1.4.3    Whereas the Lessor has  allocated  the leased  premises  under
                  this agreement in lock properly,  if the Lessee wishes to make
                  counter or decorate or install any  equipment or build further
                  construction,  the  Lessee  shall  do so at the  Lessee's  own
                  expense.  Such undertaking must be attractive and orderly, and
                  the materials or equipment of good quality and modern. In view
                  of this, the Lessee shall submit the plans,  charts,  drawings
                  of  the   decoration   of  the   leased   premises   and   the
                  specifications  to the  Lessor  for  review  first,  and shall
                  proceed  only after a written  approval  has been given by the
                  Lessor.  Thereby, the construction and components shall become
                  the property of the Lessor from the date of building,  and the
                  Lessee  shall not claim for any  expense or  damages  from the
                  Lessor.

                  For any construction  that the Lessor has permitted the Lessee
                  to undertake as described in the first  paragraph,  the Lessee
                  shall  not make any  renovation  or change  thereof,  unless a
                  written permission has been obtained from the Lessor first. If
                  the Lessee wishes to undertake  further  renovation or change,
                  besides  obtaining a written  permission from the Lessor,  the
                  Lessee shall also proceed according to the first paragraph.

         1.4.4    During  renovation or decoration of the leased  premises,  the
                  Lessee  or the  persons  whom  the  Lessee  has  appointed  or
                  assigned  or hired or  ordered  to  perform  the works for the
                  Lessee shall strictly  comply with the terms and conditions of
                  this  agreement;   and  should  any  damage  occurred  to  the
                  reputation  or  property  of the Lessor or a third party under
                  any circumstances, the Lessee shall be responsible therefor.

         1.4.5    The Lessee shall maintain the leased  premises,  including the
                  adjacent  area,  to be in  proper  condition  and clean at all
                  times.  If the leased  premises or the adjacent area appear to
                  be dirty, unbecoming or deteriorated, the Lessee shall arrange
                  for cleaning or repair at the Lessee's own expense.

         1.4.6    The  Lessee  shall  arrange  to have  fire  extinguishers,  as
                  endorsed by the Lessor, in the leased premises at the Lessee's
                  own expense.

         1.4.7    The  Lessee  shall  comply,   and  ensure  that  the  Lessee's
                  personnel  or the  persons  whom the Lessee has  appointed  or
                  assigned  or hired or  ordered  to  perform  the  works of the
                  Lessee,   shall   comply  with  the   existing   instructions,
                  regulations  and  directives  of the  Lessor,  and those to be
                  issued in the future,  and be cautious not allowing any person
                  to take any illegal action in the leased  premises,  or use it
                  as a storage  or hiding  place of any  illegal  item.  In this
                  case,  if any damage  occurred,  the Lessee shall be liable to
                  the Lessor for the  consequences due to the action of the said
                  persons as if having been committed by the Lessee.

<PAGE>

         1.4.8    Throughout the lease period,  the Lessee shall  facilitate and
                  permit the Lessor or the Lessor's  staff to inspect the leased
                  premises from time to time, during reasonable hours.

1.5      Rights on Use of the Lease Premises, Adjustment of Rents and Charges

         1.5.1    During  the lease  period,  if the  Lessor  wishes to  change,
                  relocate,  add, decrease,  or request for return of the leased
                  area,  which deviates from the agreement and causes the Lessee
                  to renovate or redecorate the leased premises accordingly, the
                  Lessee shall proceed at the Lessee's own expense and shall not
                  claim for any expense or damages from the Lessor.

         1.5.2    During  the lease  period,  the Lessor  reserves  the right to
                  adjust  the rents and  charges  as deemed  appropriate,  which
                  shall be notified to the Lessee in advance; thereby the Lessee
                  consents to pay the newly adjusted rents and charges.

1.6      Termination of Agreement

         1.6.1    During the period of this  agreement,  if the Lessor wishes to
                  terminate  this  agreement   prior  to  the  expiration   date
                  prescribed  in  Appendix  A, the Lessor is  entitled to do so;
                  provided that a written  notice must be given to the Lessee at
                  least 30 days in advance.  Thereby,  the Lessee  agrees not to
                  sue or claim for any damages from the Lessor.

                  If the Lessee wishes to terminate this agreement  prior to the
                  expiration  date  prescribe  in  Appendix  A,  the  Lessee  is
                  entitled  to do so;  provided  that a written  notice  must be
                  given to the Lessor at least 90 days in  advance  and that the
                  Lessee has no outstanding payment to the Lessor.

         1.6.2    Each and every clause of this  agreement is deemed  essential.
                  If it  appears  that  the  Lessee  acts  or  omits  to  act in
                  violation  of or  non-compliance  with any clause  herein,  or
                  becomes  bankrupt,  the  Lessor  is  entitled  to  immediately
                  terminate  this  agreement,  claim for damages and forfeit the
                  performance guarantee.

1.7      Return of the Leased Premises

         1.7.1    Upon  expiration  of the lease or the date of  termination  of
                  this agreement by the Lessor or the Lessee according to Clause
                  1.6, as the case may be, this  agreement  shall end forthwith.
                  Thereby, the Lessee shall arrange for demolition or removal of
                  the Lessee's  property from the leased premises and return the
                  same to the Lessor  within seven (7) days from the  expiration
                  date or termination date of the agreement, as the case may be.

<PAGE>

         1.7.2    In failing to comply with Clause  1.7.1,  the Lessee  consents
                  the Lessor to  immediately  repossess the leased  premises and
                  remove  the  Lessee's  property  therefrom.  Furthermore,  the
                  Lessee  consents to  reimburse  the expenses the Lessor has to
                  pay in doing so, and should  any  damage  occurred  the Lessee
                  shall not claim for any compensation.

         1.7.3    Besides consenting the Lessor to repossess the leased premises
                  according to Clause  1.7.2,  the Lessee also consents to pay a
                  daily fine to the Lessor at the rate prescribed in Appendix A,
                  from the supposed date of return of the leased premises to the
                  date on which the  Lessee  and  attendants  vacate  the leased
                  premises  and return the same or the  Lessor has  carried  out
                  according to Clause 1.7.2, as the case may be.

1.8      Performance Guarantee

         Unless otherwise  specified in Chapter 2 of the agreement,  in entering
         into this  agreement,  the Lessee shall deposit cash or submit a Letter
         of Guarantee issued by a local bank for the amount  equivalent to three
         (3)  times  of the rent  plus the  relevant  service  fees and  monthly
         building and land taxes, to the Lessor as performance guarantee.

         The above performance  guarantee shall be returned after the Lessee has
         been relieved from all obligations under this agreement.

         In case of an amendment of this agreement,  resulting in an increase of
         the rent,  the Lessee shall submit the  performance  guarantee to cover
         the increased amount accordingly.

1.9      Notice

         All notices  under this  agreement  shall be made in writing and deemed
         legally forwarded if having been forwarded by one of the followings :

         -        hand delivery to the concerned person of either party; or

         -        sent by registered mail to the addresses  indicated by parties
                  to this agreement in Chapter 2 herein.

1.10     Dispute

         In case any dispute has arisen in connection with this agreement,  both
         parties agree that it shall be presented to the court in Bangkok.


<PAGE>

                                                                      Appendix B

                              Performance Guarantee


In  entering  into this  agreement,  the  Lessee  has  submitted  the  Letter of
Guarantee No. 029-01-00127-4/36,  dated 6 November 2001, of Siam Commercial Bank
Public Company Limited,  Lak Si Branch, for Baht 36,282.00  (Thirty-Six Thousand
Two Hundred Eighty-Two Baht) to the Lessor as guarantee for compliance with this
agreement.

The performance  guarantee  submitted by the Lessee in the first paragraph shall
be returned after the Lessee has been relieved from all  obligations  under this
agreement.


<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

029-60-00311-6
No. 029-01-00127-4/36                                            6 November 2001

We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at No.  99/50,  Chaeng  Watthana  Road,  Talat  Bang Khen  Sub-district,  Lak Si
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 No. 7-40/2544 for leasing space in the Bangkok  International
         Airport,  and  performance   guarantee  is  required  by  the  Airports
         Authority  of  Thailand,  for an amount of Baht  36,282.00  (Thirty-Six
         Thousand Two Hundred Eighty-Two 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 36,282.00  (Thirty-Six  Thousand Two Hundred  Eighty-Two
         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 31 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 affixed the seal.

                                                                       Guarantor
           - signed -                                - signed -

(Mr. Suchart Wongwiphusana)                      (Mr. Phaibun Maneerat)
    For Managing Director

                                                                         Witness
                                   - signed -
                        (Mr. Khomkrit Sunthonphithakkun)


                                                                         Witness
                                   - signed -
                            (Mr. Phakphong Tansakul)



<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A
              Details of Rents and Location of the Leased Premises
                 Agreement No. 7-40/2544 dated 20 November 2001

                                                                (Total 2 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>

Area in Departure Hall on the
3rd Floor, connecting International
Passenger Terminal 1 and 2, Bangkok
International Airport

-  No.  3757 A
                                     12.50    750.00    9,375.00     1,406.25    1,171.88    796.88   1 Nov. 2001  31 Oct. 2004
-----------------------------------  -----  ---------  ----------  -----------  ----------  --------  -----------  ------------
</TABLE>


The Lessor                                The Lessee
----------                                ----------
(Seal)
          - signed -                                   - signed -
    (ACM Therdsak Satcharak)                   (Mr. Viratana Suntaranond)

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