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


                                                          Contract No. 6-53/2544


This contract is made at the Airports  Authority of Thailand on 16 January 2002,
between the Airports  Authority of Thailand,  represented  by Flight  Lieutenant
Pradit Mongkolapibal,  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.  0016505 dated 1 October 2001,  issued by the
Office of  Partnership/Company  Registration,  Bangkok  Metropolis,  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,  having been certified by the Department of
         Export  Promotion,  Ministry of Commerce,  in the Transit Lounge of the
         International  Passenger Terminal 1, the Bangkok International Airport,
         under the terms and  conditions of this  contract,  for a period of one
         year, from 12 October 2001 to 11 October 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  1,667.00 (One
                  Thousand Six Hundred  Sixty-Seven  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,
                  at Baht  283,800.00 (Two Hundred  Eighty-Three  Thousand Eight
                  Hundred  Baht).  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.

         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.

<PAGE>

         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 or  showcase  or  display  only  the
                  merchandise that have been certified according to the Appendix
                  which shall be deemed part of this  contract.  If the Operator
                  wishes to  change or add the type or item of the  merchandise,
                  the  Operator  must  notify  AAT in  advance  and  attach  the
                  certification  of such type or item of the merchandise  issued
                  by the Department of Export  Promotion on every occasion,  and
                  must obtain an approval of AAT before  commencing  the sale of
                  such merchandise.

         3.7      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.

         3.8      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.

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

         3.10     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.

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

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

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

         3.14     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>

         3.15     The  Operator  shall  oversee to ensure  that every  staff and
                  employee of the Operator  dress properly and have the name tag
                  or label as  endorsed  by AAT,  and  strictly  comply with the
                  regulations,  directives and  instructions  of AAT. In case of
                  any violation  thereof,  the Operator  consents AAT to take an
                  appropriate action.

         3.16     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.

         3.17     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.

         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 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.

         3.19     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.  029-01-00128-2/218  (Khor.),  dated 30 November 2001,
         issued by Siam Commercial Bank Public Company  Limited,  Lak Si Branch,
         for Baht 1,873,080.00 (One Million Eight Hundred Seventy-Three Thousand
         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
---                                         ------------

             - signed -                                     - signed -
(Flight Lieutenant Pradit Mongkolapibal)            (Mr. Viratana Suntaranond)


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

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




<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

029-60-00311-6
No. 029-01-00128-2/218 (Khor.)                                  30 November 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 Selling  Thailand's  Brand  Merchandise and Souvenirs at
         the  Bangkok  International  Airport  No.  6-53/2544,  and  performance
         guarantee  is required by the Airports  Authority  of Thailand,  for an
         amount of Baht  1,873,080.00  (One Million Eight Hundred  Seventy-Three
         Thousand Eighty 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  1,873,080.00  (One Million Eight Hundred  Seventy-Three
         Thousand Eighty 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 12 October 2001 to 11 October 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 affixed the seal.


              - signed -                                - signed -     Guarantor
    (Mr. Suchart Wongwiphusana)                  (Mr. Phaibun  Maneerat)
                              For Managing Director

                                   - signed -                          Witness
                              (Mr. Thira Kawinkham)

                                   - signed -                          Witness
                        (Mr. Khomkrit Sunthonphithakkun)