Memorandum of Amendment
                Contract of Permission for Operating Business of
                        Selling Merchandise and Souvenirs
                              at Chiang Mai Airport
                   No. Chor.Mor. 1-27/2543 dated 19 March 2001
                                   Amendment 1


This  memorandum  is made at the Airports  Authority of Thailand on 5 June 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.  0007150 dated 24 April 2001,  issued by the
Office of  Partnership/Company  Registration,  Bangkok  Metropolis,  hereinafter
called the "Operator" of the other part.

Whereas AAT has granted a permission  to the Operator to operate the business of
selling  merchandise  and souvenirs at the Chiang Mai Airport,  according to the
Contract No. Chor.Mor. 1-27/2543 dated 19 March 2001, for a period of two years,
from 1 June 2000 to 31 May 2002.

And whereas AAT has  permitted  the Operator to lease  additional  space for the
business operation, thus the Operator agrees to pay the additional remuneration.

Therefore, AAT and the Operator agree as follows :

1.       Clause  2.1.2 of the Contract No.  Chor.Mor.  1-27/2543  dated 19 March
         2001 shall be repealed and replaced with the following :

         "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 :

                  -        Year  1,  from 1 June  2000  to 4  April  2001,  Baht
                           40,000.00 (Forty Thousand Baht) per month; and from 5
                           April 2001 to 31 May 2001, Baht 52,193.40  (Fifty-Two
                           Thousand  One  Hundred  Ninety-Three  Baht and  Forty
                           Satang); and

<PAGE>

                  -        Year  2,  from  1 June  2001  to 31  May  2002,  Baht
                           57,412.74  (Fifty-Seven  Thousand Four Hundred Twelve
                           Baht and Seventy-Four Satang) 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.       In entering into this memorandum, the Operator has submitted the Letter
         of Guarantee No. 00744000166,  dated 18 May 2001, of DBS Thai Danu Bank
         Public  Company  Limited,   Pathum  Wan  Branch,   for  Baht  88,525.00
         (Eighty-Eight  Thousand  Five  Hundred  Twenty-Five  Baht)  to  AAT  as
         guarantee  for  compliance  with the Contract No.  Chor.Mor.  1-27/2543
         dated 19 March 2001. The said  performance  guarantee shall be returned
         after the Operator has been  relieved  from all  obligations  under the
         said contract.

3.       The  contents of the Contract No.  Chor.Mor.  1-27/2543  dated 19 March
         2000,  besides the amendment made according to Clause 1 and Clause 2 of
         this memorandum, shall remain valid.

4.       This memorandum is effective 5 April 2001.

This memorandum 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>

                    DBS THAI DANU BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

No. 00744000166                                                      18 May 2001

We, DBS Thai Danu Bank Public Company Limited,  Pathum Wan Branch,  with offices
at 186/5-8, Siam Square Soi 7, 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  Merchandise and Souvenirs
         at  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   88,525.00   (Eighty-Eight   Thousand   Five  Hundred
         Twenty-Five 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   88,525.00   (Eighty-Eight   Thousand   Five  Hundred
         Twenty-Five  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 5 April 2001 to 31 May 2002.

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 Siraphon Saengphairoj)
              Assistant Director &       Assistant Branch Manager
                 Branch Manager

                    - signed -                  - signed -             Witness
          (Mr. Somsak Ratankritnanon)     (Mr. Siriphon Archiwa )