Contract of Permission for Operating Business of
                        Selling Merchandise and Souvenirs
                              at Chiang Mai Airport


                                                Contract No. Chor.Mor. 1-27/2543


This  contract is made at the  Airports  Authority of Thailand on 19 March 2001,
between the Airports  Authority of Thailand,  represented  by Flight  Lieutenant
Usar  Borisuth,  Deputy  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.  0000348 dated 8 January 2001, issued by the Office of
Partnership/Company  Registration,  Bangkok  Metropolis,  hereinafter called the
"Operator" of the other part.

Both parties 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  merchandise and souvenirs
         at Chiang Mai Airport, under the terms and conditions of this contract,
         for a period of two years, from 1 June 2000 to 31 May 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 merchandise and souvenirs, under
                  this contract, to AAT, as follows:

                  2.1.1    The fee for entering into the contract, Baht 5,000.00
                           (Five Thousand  Baht),  not including the value added
                           tax;

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

<PAGE>

                           -        Year 1,  from 1 June  2000  to 31 May  2001,
                                    Baht  40,000.00  (Forty  Thousand  Baht) per
                                    month; and

                           -        Year 2,  from 1 June  2001  to 31 May  2002,
                                    Baht  44,000.00  (Forty-Four  Thousand Baht)
                                    per month.

                                    The said  remuneration  does not include the
                                    value added tax,  for 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  General
                  Administration  Section,  of  Chiang  Mai  Airport.  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  General  Administration  Section,  of Chiang  Mai
                  Airport 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      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.

         3.2      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.

         3.3      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.

<PAGE>

         3.4      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.

         3.5      In operating the business  under this  contract,  the Operator
                  agrees to sell only the followings :

                  -        souvenirs, namely ceramics
                  -        souvenirs, made of silver
                  -        CDs, music tape cassettes, and video tapes
                  -        several items of souvenir
                  -        miscellaneous such as cigarettes and medicine

         3.6      It is  prohibited  for the  Operator  to sell or  operate  the
                  followings :

                  -        snack and refreshment
                  -        food court
                  -        local foods in pack
                  -        fabric and products of silk and cotton
                  -        accessories
                  -        flowers and fruits
                  -        book,  magazine,   map,  postcard,   postal  product,
                           CD-ROM, video tape related to tourism and stationery

         3.7      AAT reserves the right permit other business operators to sell
                  the following merchandise :

                  -        medicines
                  -        sports equipment
                  -        wood carving
                  -        ceramics
                  -        silverware
                  -        jade
                  -        products made of "Sa" paper
                  -        jewelry (gold, diamond, pearl, gem, etc.)
                  -        apparel
                  -        magazine, book and printed matters
                  -        leather products
                  -        glassware

         3.8      The Operator must sell the  merchandise at the same prices and
                  quantity  as the  Operator's  branches  or the  similar  shops
                  situated in department stores in Chiang Mai Province.

<PAGE>

         3.9      The  Operator  must  submit  the  written  price  list  of the
                  merchandise to AAT before  commencement  of the business,  and
                  must sell the same according to the items and prices  notified
                  to AAT only.  If the  Operator  wishes  to change  the item or
                  price  of  the  merchandise,  a  written  permission  must  be
                  obtained from AAT first.

         3.10     The Operator shall have price tags of the  merchandise in Baht
                  or with other currency.  In case the Operator receives payment
                  in foreign  currencies,  the prevalent daily exchange rates of
                  the bank in the Chiang Mai Airport,  shall apply  accordingly.
                  The currencies exchange rates shall be visibly displayed.

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

         3.12     The Operator shall open the business  selling the  merchandise
                  under this  contract on daily  basis,  at least during 08.00 -
                  21.00  hrs.  If the  Operator  wishes to change  the  business
                  hours, a written permission must be obtained from AAT on every
                  occasion.

         3.13     If the Operator has other income deriving from  advertisement,
                  such  advertisement  must concern with the  merchandise in the
                  business  premises  only,  and a  written  permission  must be
                  obtained from AAT first.

         3.14     AAT reserves the right to specify the types of merchandise, or
                  notify the Operator to refrain  from  selling the  merchandise
                  AAT deems inappropriate, for which the Operator shall comply.

         3.15     AAT reserves the right to have other persons  operate the same
                  business.

         3.16     The  Operator  shall  oversee  to  ensure  that  every  staff,
                  employee of the  Operator or any person  appointed,  assigned,
                  hired or asked to  perform  the works for the  Operator  shall
                  dress properly,  especially those selling the merchandise must
                  have the name tag,  and that they shall  strictly  comply with
                  the regulations, directives and instructions of AAT.

         3.17     The  Operator  shall  facilitate  AAT  staff,  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, during reasonable hours.

<PAGE>

         3.18     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 person 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.

         3.19     The Operator shall comply with the laws governing the business
                  operation under this contract, whether those existed before or
                  to be enacted at a later date.

         3.20     The Operator  shall submit the total  revenues of the business
                  operation  under this contract to AAT on monthly basis, by the
                  20th of the  following  month.  For  the  revenue  in  foreign
                  currencies,  the  Operator  shall  convert the same into Baht,
                  using the prevailing  exchange rates of the bank in the Chiang
                  Mai Airport on the last day of the month thereof.

4.       Performance Guarantee

         In entering into this agreement, the Lessee has submitted the Letter of
         Guarantee No. L 40-1433,  dated 13 June 1997,  of Bangkok  Metropolitan
         Bank Public Company Limited, and the Letter of Guarantee Extension, No.
         Nor.Sor. 3.2/501/2543,  dated 27 December 2000, of Bangkok Metropolitan
         Bank   Public   Company   Limited;   and   Letter  of   Guarantee   No.
         029-01-00019-7/42,  dated 20 February 2001, of the Siam Commercial Bank
         Public Company  Limited,  Lak Si Branch,  Baht  290,400.00 (Two Hundred
         Ninety  Thousand Four Hundred Baht) to AAT as guarantee for  compliance
         with this agreement.  The said performance guarantee submitted shall be
         returned  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.

                  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.

<PAGE>


         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.

6.       Dispute

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

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

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



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

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


<PAGE>

                BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED

                                                               L/G No. L 40-1433
                               Letter of Guarantee

                                                 13 June 1997


We, Bangkok  Metropolitan  Bank Public Company  Limited,  with offices at No. 2,
Chaloem  Khet 4 Road,  Thepsirin  Sub-district,  Pom Prap Sattru Phai  District,
Bangkok  Metropolis,  hereby  issue this  Letter of  Guarantee  to the  Airports
Authority of Thailand, as follows :

1.       Whereas  J.M.T.  Group Co.,  Ltd.  has  entered  into the  Contract  of
         Permission  for  Operating  the  Business  of Selling  Merchandise  and
         Souvenirs according to Agreement, No. Chor.Mor. 1-20/2540, and a Letter
         of  Guarantee  is required as  performance  guarantee  to the  Airports
         Authority of Thailand,  for an amount of Baht  133,100.00  (One Hundred
         Thirty-Three Thousand One Hundred Baht).

         We consent to bind ourselves as the guarantor of J.M.T. Group Co., Ltd.
         to the Airport  Authority of Thailand for an amount not exceeding  Baht
         133,100.00 (One Hundred  Thirty-Three  Thousand One Hundred Baht.) That
         is, if J.M.T.  Group  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 J.M.T.  Group Co., Ltd., we shall
         promptly  make the payment on behalf of and without  requesting  J.M.T.
         Group Co., Ltd. to make such payment first.

2.       We acknowledge  and consent in case the Airports  Authority of Thailand
         has given an extension or leniency for compliance with the agreement to
         J.M.T.  Group  Co.,  Ltd.,  provided  that the  Airports  Authority  of
         Thailand shall notify us without delay.

3.       We shall not revoke the  guarantee  throughout  the period  that J.M.T.
         Group Co., Ltd. is liable under the  conditions of the agreement (7 May
         1997 - 30 November 2000).

As evidence,  we,  Bangkok  Metropolitan  Bank Public  Company  Limited,  by the
undersigned who are empowered to enter juristic act binding the bank,  hereunder
sign our names and affixed the seal.

              For Bangkok Metropolitan Bank Public Company Limited


         - signed -              Guarantor          - signed -         Guarantor
 (Mr. Preecha Sirijindaphon)               (Mr. Athiwat Kampaengseri)


         - signed -              Witness            - signed -         Witness
(Miss Suwaree Sinthuputhikul)                (Mr. Prapat Ungcharoen)


<PAGE>

                BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED

No. Nor.Sor. 3.2/466/2542

                                                               23 September 1999

Subject       Change of Name in Letter of Guarantee

To            Managing Director, Airports Authority of Thailand

Reference     Letter of  Guarantee  No. L 40-1433  dated 13 June 1997 of Bangkok
              Metropolitan Bank Public Company Limited


According to the  referenced  Letter of  Guarantee,  Bangkok  Metropolitan  Bank
Public  Company  Limited has  consented to bind  ourselves,  as the guarantor of
J.M.T.  Group  Co.,  Ltd.,  for  compliance  with the  Agreement  No.  Chor.Mor.
1-20/2540,  entered between the Airports  Authority of Thailand (AAT) and J.M.T.
Group Co.,  Ltd.,  for the period 7 May 1997 - 30 November 2000. On 30 September
1997,  J.M.T.  Group Co., Ltd. has changed its name to "King Power Tax Free Co.,
Ltd." which AAT has been informed.

We would like to inform AAT that, by means of this letter, the referenced Letter
of Guarantee is still valid,  and the name J.M.T.  Group Co.,  Ltd.  therein has
been changed to King Power Tax Free Co., Ltd.  effective 30 September  1997, and
that the rest of the contents remain the same.

Please be informed accordingly.


                                                Yours truly,
                            For Bangkok Metropolitan Bank Public Company Limited


                                                 - signed -
                                       (Mr. Phasakorn Thiarasavetkul)
                                         Manager, Guarantee Section


Khun Prapat
Guarantee Section
Loan and Collateral Division
Tel.  328, 329

<PAGE>

                BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED

No. Nor.Sor. 3.2/501/2543

                                                                27 December 2000

Subject       Extension of Validity of Letter of Guarantee

To            Managing Director, Airports Authority of Thailand

Reference     Letter of Guarantee  No. L 40-1433  dated 13 June 1997 of Bangkohk
              Metropolitan  Bank Public Company Limited,  Head Office,  for Baht
              133,100.00


According to the  referenced  Letter of  Guarantee,  Bangkok  Metropolitan  Bank
Public Company  Limited is the guarantor of King Power Tax Free Co., Ltd. to the
Airports Authority of Thailand,  for compliance with the Agreement No. Chor.Mor.
1-20/2540, for the period 7 May 1997 - 30 November 2000. Now, the said agreement
has expired, and the Airports Authority of Thailand has extended the validity of
the said  agreement to King Power Tax Free Co.,  Ltd. from 1 June 2000 to 31 May
2002, according to the Lease Agreement for Space in Passenger Terminal of Chiang
Mai Airport No. Chor.Mor. 1-27/2543.

Therefore,  by  means of this  letter,  we  consent  to bind  ourselves,  as the
guarantor of King Power Tax Free Co.,  Ltd. for the period 1 June 2000 to 31 May
2002.  The  conditions of the guarantee  shall be the same as in the  referenced
Letter of Guarantee,  whereby it shall be deemed the said Letter of Guarantee is
valid throughout the validity of the Agreement No. Chor.Mor. 1-27/2543.

Please be informed accordingly.


                                                Yours truly,
                            For Bangkok Metropolitan Bank Public Company Limited

                                                 - signed -
                                       (Mr. Phasakorn Thiarasavetkul)
                                         Manager, Guarantee Section


Guarantee Section
Loan and Collateral Division
Tel.  2259999 ext. 328, 305

<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee
029-60-00311-6
No. 029-01-00019-7/42                                           20 February 2001


We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at 99/50,  Chaeng Watthana Road, Talat Bang Khen Sub-district,  Lak Si District,
Bangkok,  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  the  Business  of Selling  Merchandise  and
         Souvenirs  in  Chiang  Mai  Airport,  No.  Chor.Mor.   1-27/2543,   and
         performance   guarantee  is  required  by  the  Airports  Authority  of
         Thailand,  for an amount of Baht  157,300.00  (One Hundred  Fifty-Seven
         Thousand Three Hundred 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  157,300.00  (One Hundred  Fifty-Seven  Thousand  Three
         Hundred  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 June 2000 to 31 May 2002.

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 affix the seal.

                    - signed -                    - signed -           Guarantor
            (Mr. Suchart Wongwiphusana)       (Mrs. Sukree Dankul)

                               - signed - Witness
                           (Mr. Phakkaphong Tansakul)

                                             - signed -                Witness
                                   (Mr. Durin Kanchanasawat)