Lease Agreement for Space in Bangkok International Airport


                                                         Agreement No. 7-32/2544



This agreement 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 the "Lessor" 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 "Lessee" of the other part.

Whereas  the  Lessor  agrees  to lease  out and the  Lessee  agrees to lease the
property of the Lessor for use as the business  premises for selling  Thailand's
brand  merchandise  and  souvenirs  having been  certified by the  Department of
Export Promotion.

Therefore, both parties agree as follows :

The  Lessor  agrees to lease  out and the  Lessee  agrees to lease the  property
according to the "Terms and  Conditions of Lease" and the  following  Appendixes
which shall be deemed part of this agreement.

         Appendix                   A  Details  of the  leased  property,  lease
                                    period,  rents,  fees  and  charges,   chart
                                    showing location of the leased premises

<PAGE>

         Appendix B                 Performance Guarantee

         Appendix C                 Documents     showing     juristic    person
                                    registration  of the Lessee,  and the person
                                    empowered to sign as the Lessee

         Appendix D                 Others (if any)


This agreement 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.



The Lessor                                 The Lessee
----------                                 ----------
                                                                          (Seal)
             - signed -                                    - signed -
(Flight Lieutenant Pradit Mongkolapibal)           (Mr. Viratana Suntaranond)



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

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






<PAGE>

                          Terms and Conditions of Lease



Chapter 1 General Terms and Conditions

Chapter 2 Special Terms and Conditions


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


Chapter 1 General Terms and Conditions

1.1      Scope of Lease

         The Lessee  agrees to lease the  property  of the  Lessor,  hereinafter
         called the "leased  premises"  according to the details  prescribed  in
         Appendix A.

1.2      Lease Period

         The  Lessor  agrees to  permit  the  Lessee  to make use of the  leased
         premises under this agreement for the period prescribed in Appendix A.

1.3      Remuneration and Method of Payment

         1.3.1    The Lessee agrees to pay remuneration to the Lessor as follows
                  :

                  (a)      Fee for entering  into the  agreement,  Baht 1,667.00
                           (One  Thousand  Six Hundred  Sixty-Seven  Baht),  not
                           including the value added tax;

                  (b)      Rents and charges as prescribed in Appendix A

         1.3.2    Payment  of the fee for  entering  into  the  agreement  under
                  Clause  1.3.1(a)  shall be made to the  Lessor on the  signing
                  date of this agreement.

         1.3.3    Payment of the rents and charges as  prescribed  in Appendix A
                  shall be made, on monthly  basis,  to the Lessor in advance by
                  the 5th of every month.

         1.3.4    The Lessee agrees to be  responsible  for all expenses such as
                  electricity,   telephone,   water  supply  charges  and  other
                  expenses  incurred  from the lease under this  agreement,  and
                  shall make payment to the Lessor within the due date indicated
                  in the invoices.

<PAGE>

         1.3.5    The Lessee agrees to be responsible for all taxes,  duties and
                  fees incurred from the lease under this  agreement such as the
                  value  added  tax,  payable  under  the  existing  and  future
                  provisions of laws, on behalf of the Lessor.

                  The rate of  monthly  building  and land  taxes  indicated  in
                  Appendix A is based on the average rents the Lessee has to pay
                  in each year. Should the building and land taxes be increased,
                  the Lessee  consents to pay the  increased  building  and land
                  taxes to the Lessor  within 30 (thirty)  days from the date of
                  receipt of the Lessor's written notice.

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

         1.3.7    If the Lessee is in default of payment of the rents,  building
                  and land taxes or other tax or other  expenses  payable to the
                  Lessor  under  this  agreement,  the  Lessee  consents  to pay
                  penalty  to the  Lessor at a rate of 1.5  percent  (one  point
                  five) per month of the outstanding amount for the whole period
                  of default. A fraction of month shall be counted as one month.

                  The Lessee agrees that the first  paragraph is a separate part
                  and without  prejudice to the right of the Lessor to terminate
                  this agreement and claim for damages.

1.4      Duties and Responsibilities of the Lessee

         1.4.1    The Lessee  shall not make use of the leased  premises for any
                  purpose  other  than  prescribed  herein,   unless  a  written
                  permission has been obtained from the Lessor first.

         1.4.2    The Lessee shall not sub-lease the leased premises,  either in
                  whole or in part,  or transfer the leasehold to a third party,
                  or allow a third  party to make  use of the  leased  premises,
                  either in whole or in part,  unless a written  permission  has
                  been obtained from the Lessor first.

         1.4.3    The Lessee  shall not make any  alteration  or addition to the
                  leased premises, unless a written permission has been obtained
                  from the Lessor first.

<PAGE>

                  If any alteration,  addition or repair, whether minor or major
                  repair,   has  been  in  the   leased   premises,   under  any
                  circumstances,  such property shall become the property of the
                  Lessor, from the date on which such action has been taken, and
                  the Lessee shall claim for  compensation  or expenses from the
                  Lessor.

         1.4.4    The Lessee shall maintain the leased  premises to be in proper
                  condition  and  clean at all  times.  If the  leased  premises
                  appear to be dirty,  unbecoming  or  deteriorated,  the Lessee
                  shall  arrange  for  cleaning  or repair at the  Lessee's  own
                  expense.

         1.4.5    The  Lessee  shall  arrange  to have  fire  extinguishers,  as
                  endorsed by the Lessor, in the leased premises at the Lessee's
                  own expense.

         1.4.6    The  Lessee  shall  comply,   and  ensure  that  the  Lessee's
                  personnel  or the  persons  whom the Lessee has  appointed  or
                  assigned  or hired or  ordered  to  perform  the  works of the
                  Lessee,   shall   comply  with  the   existing   instructions,
                  regulations  and  directives  of the  Lessor,  and those to be
                  issued in the future,  and be cautious not allowing any person
                  to take any illegal action in the leased  premises,  or use it
                  as a storage  or hiding  place of any  illegal  item.  In this
                  case,  if any damage  occurred,  the Lessee shall be liable to
                  the Lessor for the  consequences due to the action of the said
                  persons as if having been committed by the Lessee.

         1.4.7    Throughout the lease period,  the Lessee shall  facilitate and
                  permit the Lessor or the Lessor's  staff to inspect the leased
                  premises from time to time, during reasonable hours.

1.5      Rights on Adjustment of Rents and Charges

         During the lease  period,  the Lessor  reserves the right to adjust the
         rents and charges as deemed appropriate, which shall be notified to the
         Lessee  in  advance;  thereby  the  Lessee  consents  to pay the  newly
         adjusted rents and charges.

1.6    Termination of Agreement

         1.6.1    During the period of this  agreement,  if the Lessor wishes to
                  terminate  this  agreement   prior  to  the  expiration   date
                  prescribed  in  Appendix  A, the Lessor is  entitled to do so;
                  provided that a written  notice must be given to the Lessee at
                  least thirty (30) days in advance.  Thereby, the Lessee agrees
                  not to sue or claim for any damages from the Lessor.

<PAGE>

                  If the Lessee wishes to terminate this agreement  prior to the
                  expiration  date  prescribe  in  Appendix  A,  the  Lessee  is
                  entitled  to do so;  provided  that a written  notice  must be
                  given to the Lessor at least  ninety  (90) days in advance and
                  that the Lessee has no outstanding payment to the Lessor.

         1.6.2    Each and every clause of this  agreement is deemed  essential.
                  If it  appears  that  the  Lessee  acts  or  omits  to  act in
                  violation  of or  non-compliance  with any clause  herein,  or
                  becomes  bankrupt,  the Lessor is entitled to  terminate  this
                  agreement  forthwith,   claim  for  damages  and  forfeit  the
                  performance guarantee.

1.7      Return of the Leased Premises

         1.7.1    Upon  expiration  of the lease or the date of  termination  of
                  this agreement by the Lessor or the Lessee according to Clause
                  1.6, as the case may be, this  agreement  shall end forthwith.
                  Thereby, the Lessee shall arrange for demolition or removal of
                  the Lessee's  property from the leased premises and return the
                  same to the Lessor  within seven (7) days from the  expiration
                  date or termination date of the agreement, as the case may be.

         1.7.2    In failing to comply with Clause  1.7.1,  the Lessee  consents
                  the Lessor to  immediately  repossess the leased  premises and
                  remove  the  Lessee's  property  therefrom.  Furthermore,  the
                  Lessee  consents to  reimburse  the expenses the Lessor has to
                  pay in doing so, and should  any  damage  occurred  the Lessee
                  shall not claim for any compensation.

         1.7.3    Besides consenting the Lessor to repossess the leased premises
                  according to Clause  1.7.2,  the Lessee also consents to pay a
                  daily fine to the Lessor at the rate prescribed in Appendix A,
                  from the supposed date of return of the leased premises to the
                  date on which the  Lessee  and  attendants  vacate  the leased
                  premises  and return the same or the  Lessor has  carried  out
                  according to Clause 1.7.2, as the case may be.

1.8      Performance Guarantee

         Unless otherwise  specified in Chapter 2 of the agreement,  in entering
         into this  agreement,  the Lessee shall deposit cash or submit a Letter
         of Guarantee issued by a local bank for the amount  equivalent to three
         (3)  times  of the rent  plus the  relevant  service  fees and  monthly
         building and land taxes, to the Lessor as performance guarantee.

         The above performance  guarantee shall be returned after the Lessee has
         been relieved from all obligations under this agreement.

<PAGE>

         In case of an amendment of this agreement,  resulting in an increase of
         the rent,  the Lessee shall submit the  performance  guarantee to cover
         the increased amount accordingly.

1.9      Notice

         All notices  under this  agreement  shall be made in writing and deemed
         legally forwarded if having been forwarded by one of the followings :

         -        hand delivery to the concerned person of either party; or

         -        sent by registered mail to the addresses  indicated by parties
                  to this agreement in Chapter 2 herein.

1.10     Dispute

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


<PAGE>

                                                                      Appendix B

                              Performance Guarantee


In  entering  into this  agreement,  the  Lessee  has  submitted  the  Letter of
Guarantee  No.  029-01-00129-0/42  (Khor.),  dated  13  November  2001,  of Siam
Commercial Bank Public Company Limited,  Lak Si Branch, for Baht 124,808.00 (One
Hundred  Twenty-Four  Thousand  Eight  Hundred  and Eight Baht) to the Lessor as
guarantee for compliance with this agreement.

The performance  guarantee  submitted by the Lessee in the first paragraph shall
be returned after the Lessee has been relieved from all  obligations  under this
agreement.


<PAGE>

                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

029-60-00311-6
No. 029-01-00129-0/42 (Khor.)                                   13 November 2001

We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at No.  99/50,  Chaeng  Watthana  Road,  Talat  Bang Khen  Sub-district,  Lak Si
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 Lease
         Agreement No.  7-32/2544 for leasing space in a building of the Bangkok
         International  Airport,  and  performance  guarantee is required by the
         Airports  Authority of Thailand,  for an amount of Baht 124,808.00 (One
         Hundred Twenty-Four Thousand Eight Hundred and Eight 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  124,808.00  (One Hundred  Twenty-Four  Thousand  Eight
         Hundred  and Eight  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)


<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A

              Details of Rents and Location of the Leased Premises
                  Agreement No. 7-32/2544 dated 16 January 2002
                                                                (Total 2 Sheets)
                                                                     Sheet No. 1

------------------------------  -----  ---------  ----------  -----------  ----------  --------  --------------------------
                                Area     Rents       Rent     Service Fee  Building/     Fine/           Lease Period
      Leased Premises           Sqm.   Baht/Sqm.  Baht/Month  Baht/Month   Land Tax     Penalty  --------------------------
                                       Per month                           Baht/Month  Baht/Day      From           To
------------------------------  -----  ---------  ----------  -----------  ----------  --------  ------------  ------------
<S>                             <C>    <C>        <C>         <C>          <C>         <C>       <C>           <C>

Area in Transit Lounge of In-
Ternational Passenger Terminal
Bangkok International Airport

-  No.  2220 C                  43.00   750.00    32,250.00     4,837.50     4,031.25  2,741.25  12 Oct. 2001  11 Oct. 2002

------------------------------  -----  ---------  ----------  -----------  ----------  --------  ------------  ------------
</TABLE>


The Lessor                                    The Lessee

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



Witness                                       Witness

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



<PAGE>