KING POWER INTERNATIONAL GROUP CO LTD
PLEDGE AGREEMENT OF FINANCIAL INSTRUMENT
<DOCUMENT>
<TYPE>EX-10.89
<SEQUENCE>17
<FILENAME>kpd3.txt
<DESCRIPTION>PLEDGE AGREEMENT OF FINANCIAL INSTRUMENT
<TEXT>

                      SIAM CITY BANK PUBLIC COMPANY LIMITED

                    Pledge Agreement of Financial Instrument

                                                             Made at Head Office

                                                                 18 October 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
Pledge  Agreement of the Financial  Instrument  issued to the person by name and
given it to Siam City Bank Public Company Limited, hereinafter called the "Bank"
to indicate that the Pledgor has pledged and the Bank has accepted the pledge

         Passbook of Fixed Deposit Account No.         001-3-09768-5
         Amount                                        Baht  69,112,526.14

totaling Baht 69,112,526.14 (Sixty-Nine Million One Hundred Twelve Thousand Five
Hundred  Twenty-Six Baht and Fourteen  Satang) which is a "financial  instrument
issued  to the  person  by  name"  whereby  the Bank is the  debtor  of the said
financial instrument, hereinafter called the "Pledged Property" as follows :

1.       The Pledgor has pledged the Pledged  Property to the Bank as collateral
         for the  overdraft,  loan,  debts  related to letter of  credit,  trust
         receipt,  issuance  of all  types  of  letter  of  guarantee,  sale  of
         discounted  promissory  note,  aval,  guarantee of  promissory or other
         debts related to the promissory note, debts related to guarantee or any
         other  debt  the  Pledgor  and/or  -,  hereinafter  called  "the  above
         mentioned  debtor,"  owed to the Pledgee at the time of  entering  into
         this  agreement or the future debt for an amount of Baht  69,047,500.00
         (Sixty-Nine  Million  Forty-Seven  Thousand  Five Hundred Baht) and all
         accessories   thereof  according  to  Section  748  of  the  Civil  and
         Commercial Code. The Pledgor agrees to pay the maximum interest rate as
         announced by Siam City Bank Public Company Limited, which at present is
         14.00% p.a.
<PAGE>


2.       The Pledgor  confirms and promises that the Pledgor  owns/has the right
         on the Pledged Property legally and it is free of proprietary  interest
         or  preferential  right or right or encumbrance at the time of entering
         into this agreement.

3.       On the signing  date of this  agreement,  the Pledgor has  endorsed the
         pledge  on the  Pledged  Property  and  handed  it over to the Bank for
         retention.

4.       The Pledgor agrees to not exercise the right to withdraw the money from
         the Pledged Property, except for performance of obligations to the Bank
         only.

5.       In case the right on the Pledged  Property becomes due prior to the due
         date of  performance  of  obligations,  the Pledgor  consents to extend
         validity of the deposit further, which shall be deemed the pledge under
         this agreement continuously.

6.       Should any problem has arisen regarding  ownership/right of the Pledgor
         in the  Pledged  Property  and/or  the said  debtor  is in  default  of
         performance of obligations or the Pledgor is in breach of any clause of
         this  agreement,   the  Bank  is  entitled  to  immediately   call  for
         performance of obligations and enforce the pledge.

7.       Due to the fact that the Bank is the debtor of the Pledged Property and
         also the Pledgee,  therefore  the Bank and the Pledgor  agree that this
         agreement  shall  serve as a notice of the  pledge to the debtor of the
         financial  instrument  as  stipulated  in Section  752 of the Civil and
         Commercial Code as well.

The  Pledgor,  having  understood  the  contents  of  this  agreement  entirely,
hereunder signs his name and affix seal, if any, in the presence of witnesses.



(Company Seal Affixed)             - signed -                            Pledgor
                        (King Power Duty Free Co., Ltd.)


                                   - signed -                            Witness
                            (Mr. Nophadon Seehapanya)


                                   - signed -                            Witness
                      (Miss Nanthiphon Phathanaphongsathit)

<PAGE>

                      SIAM CITY BANK PUBLIC COMPANY LIMITED

                  Letter of Consent for Bank Deposits Deduction

                                                             Made at Head Office

                                                                 18 October 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 "Consent Giver," the owner
of

         Passbook of Fixed Deposit Account No.           001-3-09768-5
         Amount  (Sixty-Nine Million One Hundred Twelve Thousand Five Hundred
         Twenty-Six Baht and Fourteen Satang)            Baht  69,112,526.14

totaling Baht 69,112,526.14 (Sixty-Nine Million One Hundred Twelve Thousand Five
Hundred Twenty-Six Baht and Fourteen Satang), hereinafter called the "Deposits,"
made this letter of consent to Siam City Bank Public Company Limited,
hereinafter called the "Bank," as follows :

1.       The Consent  Giver  consents the Bank to bring any or all types of debt
         that  the  Consent  Giver  and/or - ,  hereinafter  called  "the  above
         mentioned  debtor,"  owe to the Bank at present  and/or in the  future,
         including interests, stamp duties, fees, expenses, damages or indemnity
         and other  charges,  whether it is due for  payment  or not,  to deduct
         payment therefor from the deposits and/or debited into the above stated
         bank  account,  either  in  whole  or in  part,  at  any  time  whereby
         disregarding  whether it is due date for payment or not, without having
         to notify the Consent Giver, and the Consent Giver agrees to not object
         or  dispute  or enter an  action  claiming  refund or cite the right of
         claim to the Bank.

         If deduction for payment or debit into the said bank account appears to
         be insufficient  amount to perform the  obligations,  the Consent Giver
         agrees to pay the difference thereof to the bank accordingly.

2.       In case the above bank account becomes due while the obligations  under
         Clause 1 have not been  performed,  the Consent Giver consents the bank
         to extend the  validity  of  deposits  continuously  with no  condition
         whatsoever,  and the Consent  Giver agrees that the  extended  deposits
         shall be binding.  Thereby,  the Bank is entitled to make  deduction or
         debit  payment of the debt under Clause 1 in all  respects,  though the
         Consent Giver may not indicate the consent or endorse the new financial
         instrument.

3.       Giving of the rights  under this Letter of Consent  shall also bind the
         subrogee of the Consent Giver until performance of obligations has been
         made accordingly.

<PAGE>

The Consent  Giver,  having  understood  the  contents of this Letter of Consent
entirely,  hereunder  sign his name (and affix seal,  if any) in the presence of
witnesses.


          - signed -                   Consent Giver      (Company Seal Affixed)
(King Power Duty Free Co., Ltd.)


       - signed -           Witness                    - signed -        Witness
(Mr. Nophadon Seehapanya)                  (Miss Nanthiphon Phathanaphongsathit)






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