THAI MILITARY BANK PUBLIC COMPANY LIMITED

                         Bank Deposits Pledge Agreement


                                                                11 December 2001


We, King Power Duty Free Co.,  Ltd.,  Thai  nationality,  with offices at 26th &
27th Floors,  Siam Tower, 989 Rama I Road, Pathum Wan  Sub-district,  Pathum Wan
District,  Bangkok  Metropolis,  hereinafter called the "Pledgor" have made this
agreement and submitted it to Thai Military Bank Public Company Limited,  Phahon
Yothin  Branch,  hereinafter  called the  "Pledgee." The Pledgee and the Pledgor
agree as follows :

1.       The Pledgor  agrees to submit and pledge the existing and future rights
         on bank  deposits,  and the Pledgee agrees to accept the pledge of bank
         deposits with the evidence of right, namely

         Passbook of Fixed Deposits Account No. 001-3-45475-6 Baht 70,199,420.04

         Total Pledge of Bank Deposits                        Baht 70,199,420.04

         (Seventy  Million  One Hundred  Ninety-Nine  Thousand
         Four Hundred Twenty Baht and Four Satang)

2.       The  Pledgor  agrees to pledge  the rights on bank  deposits  according
         Clause 1 as security  for all existing and future debts of all types of
         the  Pledgor  and of -, for the  principal  amount of Baht  3,000,000.-
         (Three  Million  Baht) and all  accessories  thereof,  as stipulated in
         Section 748 of the Civil and Commercial Code. The Pledgor agrees to pay
         interest  at a rate of 13.25%  p.a.  If  enforcement  of the  pledge is
         insufficient to perform the obligations,  the Pledgor agrees to pay the
         difference thereof to the Pledgee accordingly.

3.       The Pledgor  agrees to not exercise the right to withdraw any fund from
         the pledged bank account,  except to perform the obligations  under the
         pledge to the Pledgee.

4.       In case the  Pledgor  has  deposited  any  additional  amount  into the
         pledged bank account or the amount has been  increased due to interest,
         the Pledgor  agrees that the increased  amount shall become the pledged
         property  under this  agreement as well,  and without  prejudice to the
         right of the  Pledgee as  stipulated  in  Section  761 of the Civil and
         Commercial Code.

5.       In case the right on the pledged  property  becomes due before the date
         of payment of the Pledgor's  debt, the Pledgor  consents the Pledgee to
         withdraw or receive the money plus interest and hold them  continuously
         or to extend the  validity of deposits  thereof,  as the Pledgee  shall
         select to do so. This shall be deemed as  continued  pledge  under this
         agreement  until the  Pledgor  has  performed  the  obligations  to the
         Pledgee in full.

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6.       Whereas the Pledgee is the debtor under the deposits agreement and must
         repay the amount in full, together with interest,  to the Pledgor,  and
         at the same time the Pledgee is the Pledgee of the  deposits,  thus the
         Pledgee and the Pledgor  agree that this  agreement  shall be deemed as
         the Pledgee's notice in enforcing the pledge according to law.

7.       It is understood  explicitly that the pledge under this agreement shall
         not  prejudice  the right of the  Pledgee to offset  the debt,  without
         having to notify the  Pledgor,  though the debt has not become due, and
         it is not required to auction the pledged property first.

The Pledgor,  having read and understood this agreement entirely and found it to
be in  accordance  with the  Pledgor's  intention,  hereunder  sign the name and
submit the same to the Pledgor for retention.



(Company Seal Affixed)

                                   - Signed -                          Pledgor
                           (Mr. Viratana Suntaranond)
                               Authorized Director

                                   - Signed -                          Witness
                           (Mrs. Siriphon Leeyawanit)


                                   - Signed -                          Witness
                           (Mr. Vichai Ketbenyaritkul)


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                    THAI MILITARY BANK PUBLIC COMPANY LIMITED

                                Letter of Consent

                                                      Made at Thai Military Bank
                                                          Public Company Limited

                                                                11 December 2001


We, King Power Duty Free Co., Ltd.,  with offices at 26th and 27th Floors,  Siam
Tower,  No. 989,  Rama I Road,  Pathum Wan  Sub-district,  Pathum Wan  District,
Bangkok  Metropolis,  have made this Letter of Consent and  submitted it to Thai
Military Bank Public Company Limited to indicate that :

1.       Whereas King Power Duty Free Co.,  Ltd. has obtained  loan,  overdraft,
         sold promissory note at a discount, opened Letter of Credit, made trust
         receipt,  packing  credit,  or  requested  the Bank to issue  Letter of
         Guarantee  or oval or  certify  promissory  note or use of Visa  credit
         card,  Master Card credit card and/or any item  incurring  debt between
         King Power Duty Free Co., Ltd. and the Bank, existing at present and in
         the future.

2.       As security for performance of obligations of King Power Duty Free Co.,
         Ltd.  under Clause 1, we, the owner of the Fixed  Deposits  Account No.
         001-3-45475-6,  Phahon Yothin Branch,  agree to submit the deposits and
         the interest thereof according to the Passbook,  for Baht 70,199,420.04
         (Seventy Million One Hundred  Ninety-Nine  Thousand Four Hundred Twenty
         Baht and Four  Satang)  which  shall be  deemed as a pledge to the Bank
         effective today.

3.       If King Power Duty Free Co., Ltd. is in default of payment under Clause
         1 due to  whatever  reasons  or in any  case  causing  the  Bank to not
         receive  performance  of  obligations  in full,  we consent the Bank to
         deduct money from the said bank  account and the  interest  thereof for
         performance of obligations  under Clause 1 and the accessories  thereof
         in full forthwith,  without having to carry out any act or notify us in
         advance.  We hereby confirm that we shall not object or dispute or cite
         a right of claim towards the Bank under any circumstances.

<PAGE>

4.       We consent that for as long as the Bank has not received performance of
         obligation  under Clause 1 in full,  we shall not withdraw the deposits
         and the  interest,  and shall not take any action  which may impair the
         said security,  and should such action occur it shall be deemed as void
         and shall not affect the said security in any way.

As evidence, we hereunder sign our name.


(Company Seal Affixed)             - Signed -                      Consent Giver
                           (Mr. Viratana Suntaranond)
                               Authorized Director

                                   - Signed -                      Witness
                           (Mrs. Siriphon Leeyawanit)


                                   - Signed -                      Witness
                           (Mr. Vichai Ketbenyaritkul)