Contract of Permission for Operating Business of
               Selling Thailand's Brand Merchandise and Souvenirs
                        at Bangkok International Airport


                                                          Contract No. 6-34/2544


This  contract is made at the  Airports  Authority  of Thailand on 30 July 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 "AAT" of one part, and King
Power Tax Free Co., Ltd.,  registered as a juristic person Company Limited under
the Civil and Commercial  Code, with the head office at 26th-27th  Floors,  Siam
Tower,  No. 989,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan  District,
Bangkok  Metropolis,   represented  by  Mr.  Viratana  Suntaranond,  the  person
empowered to enter juristic act binding King Power Tax Free Co., Ltd.  according
to the Certificate No. Phor.Hor. 0009400 dated 28 May 2001, issued by the Office
of Partnership/Company Registration,  Bangkok, hereinafter called the "Operator"
of the other part.

AAT and the Operator agree as follows :

1.       Business Operation

         AAT agrees to grant a permission and the Operator agrees to receive the
         permission  for  operating   business  of  selling   Thailand's   brand
         merchandise and souvenirs,  in the Departure Hall of the  International
         Passenger Terminal 1 and 2, the Bangkok  International  Airport,  under
         the terms and conditions of this  contract,  for a period of two years,
         from 1 January 2001 to 31 December 2002.

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

         2.1      The  Operator  agrees  to pay the fee for  entering  into  the
                  contract,  and the remuneration  for receiving  permission for
                  operating business of selling Thailand's brand merchandise and
                  souvenirs, under this contract, to AAT, as follows:

         2.1.1    The fee for entering into the contract,  Baht 3,334.00  (Three
                  Thousand Three Hundred  Thirty-Four  Baht),  not including the
                  value added tax;

<PAGE>

         2.1.2    The  Operator  agrees to pay the  remuneration  for  receiving
                  permission  for operating the business  under this contract to
                  AAT in advance,  on monthly basis,  by the 5th of every month,
                  as follows :

                  Year  1,  from  1  January  2001  to 31  December  2001,  Baht
                  2,478,000.00 (Two Million Four Hundred Seventy-Eight  Thousand
                  Baht) per month;

                  Year  2,  from  1  January  2002  to 31  December  2002,  Baht
                  2,725,800.00 (Two Million Seven Hundred  Twenty-Five  Thousand
                  Eight Hundred Baht) per month;

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

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

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

                  If the  Operator  is in  default  of any  payment  under  this
                  contract,  the  Operator  consents  to pay penalty to AAT at a
                  rate  of  1.5  percent  (one  point  five)  per  month  of the
                  outstanding  amount.  A fraction  of month shall be counted as
                  one month.

                  The Operator  agrees that this clause is a separate  part, and
                  without prejudice to the right of the Lessor to terminate this
                  contract and claim for damages.

3.       Duties and Responsibilities of the Operator

         3.1      The  Operator  shall  operate the business  prescribed  herein
                  only.

         3.2      In operating the business  under this  contract,  the Operator
                  agrees to invest in decoration of the premises  which shall be
                  attractive  and  modern  as well  as  acquiring  articles  and
                  equipment at the Operator's own expense.

<PAGE>

         3.3      The  Operator  shall not  transfer  the  business  under  this
                  contract  or permit a third  party to  operate  the  business,
                  either in part or in whole,  unless a written  permission  has
                  been obtained from AAT first.

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

         3.5      The  Operator  shall not use the word  "Airports  Authority of
                  Thailand," "AAT" or other word concerning with AAT or the logo
                  of  the  Airports  Authority  of  Thailand  as  trading  name,
                  characteristics or logo of the Operator's business or juristic
                  person  name,  to such an extent  that it would be mistaken as
                  the business of AAT.

         3.6      The  Operator  must  sell  the   merchandise  at  the  Bangkok
                  International  Airport at the same prices and  quantity as the
                  leading department stores in Bangkok.  Any change of the price
                  of merchandise  must be notified to AAT in writing,  and shall
                  proceed only after it has been approved by AAT.

         3.7      AAT reserves the right to specify the types of merchandise, or
                  notify the  Operator to stop  selling any  merchandise  as AAT
                  deems  inappropriate;  for which the Operator  shall  strictly
                  comply.

         3.8      The Operator shall have price tags of the merchandise  visibly
                  displayed and in Baht only.

                  In case the Operator  receives payment in foreign  currencies,
                  the  prevalent  daily  exchange  rates  of  the  bank  in  the
                  International  Passenger Terminal,  the Bangkok  International
                  Airport,  shall apply  accordingly.  The  currencies  exchange
                  rates shall be visibly displayed.

         3.9      Should there be any  complaint  regarding  price or quality of
                  the merchandise,  AAT reserves the right to order the Operator
                  to adjust the price and improve  quality of the merchandise as
                  AAT deems appropriate.  In this respect,  AAT's decision shall
                  be final.

         3.10     AAT reserves the right to have other operators display or show
                  or sell the same merchandise as that of the Operator.

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

         3.12     Advertisement  in the  business  premises  shall  be  for  the
                  merchandise being sold therein only, and a written  permission
                  of AAT must be obtained first.

<PAGE>

         3.13     The  Operator  shall  oversee to ensure  that every  staff and
                  employee  of the  Operator  shall  strictly  comply  with  the
                  regulations,  directives and  instructions of AAT,  especially
                  those serving the customers  must dress  properly and have the
                  name tag or label as endorsed by AAT.

         3.14     The Operator shall comply with the laws governing the business
                  operation  under this  contract,  both the  existing  ones and
                  those to be enacted in the future.

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

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

         3.17     The Operator  shall submit the total  revenues of the business
                  operation  under this  contract and prepare  accounts  showing
                  details  of  sales  of  merchandise  in each  month  to AAT on
                  monthly basis, by the 20th of the following month.

4.       Performance Guarantee

         In entering into this  contract,  the Operator has submitted the Letter
         of Guarantee  No.  00744000184,  dated 5 June 2001,  issued by DBS Thai
         Danu  Bank  Public  Company  Limited,   Pathum  Wan  Branch,  for  Baht
         17,990,280.00  (Seventeen  Million  Nine  Hundred  Ninety  Thousand Two
         Hundred Eighty Baht) to AAT as performance guarantee.  AAT shall return
         the said Letter of Guarantee  after the Operator has been relieved from
         all obligations under this contract.

5.       Termination of Contract

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

<PAGE>

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

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

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




AAT                                           The Operator
---                                           ------------
                                                                          (Seal)
         - 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. 00744000184                                                      5 June 2001


We, DBS Thai Danu Bank Public Company Limited,  Pathum Wan Branch,  with offices
at 186/5-8, Siam Square Soi 2, 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 Contract of
         Permission  for  Operating   Business  of  Selling   Thailand's   brand
         Merchandise   and  Souvenirs  Lease   Agreement  No.   6-34/2544,   and
         performance   guarantee  is  required  by  the  Airports  Authority  of
         Thailand,  for an amount of Baht 17,990,280.00  (Seventeen Million Nine
         Hundred Ninety Thousand Two Hundred Eighty Baht).

2.       By means of this  letter,  DBS Thai Danu Bank Public  Company  Limited,
         Pathum Wan Branch,  guarantees that if King Power Tax Free Co., Ltd. is
         in breach of the said  contract,  thereby  the  Airports  Authority  of
         Thailand is entitled to demand any  penalty,  fine and/or  damages from
         King Power Tax Free Co.,  Ltd., we shall  promptly make the payment for
         an amount not  exceeding  Baht  17,990,280.00  (Seventeen  Million Nine
         Hundred  Ninety  Thousand  Two  Hundred  Eighty  Baht) to the  Airports
         Authority of Thailand,  on behalf of King Power Tax Free Co., Ltd. This
         Letter of Guarantee is valid from 1 January 2001 to the expiration date
         of Contract of Permission for Operating  Business of Selling Thailand's
         brand Merchandise and Souvenirs Lease Agreement No. 6-34/2544.

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 Manthana Krukaew)
    Deputy Director &                  Chief, Customer Service
     Branch Manager

        - signed -                           - signed -                Witness
 (Mr. Sonram Seantsuthi)             (Mr. Somsak Ratankritnanon)