KING POWER INTERNATIONAL GROUP CO LTD
LEASE AGREEMENT DATED JANUARY 17, 2000
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>LEASE AGREEMENT DATED JANUARY 17, 2000
<TEXT>


(Revenue Stamps)                    Duplicate
17 January 2000       Lease Agreement for Space in Building
                          Bangkok International Airport

                                                         Agreement No. 1-02/2543


This agreement is made at the Airports Authority of Thailand on 20 January 2000,
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 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,  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.  0014837 dated 14 October 1999,  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  sports
clothes and equipment,  toys, games, and souvenirs for children,  at the Bangkok
International Airport.

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.


<PAGE>


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

         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  duplicated  copies.  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.

                                  (Seal of King Power Tax Free Co., Ltd.)


                  The Lessor                                The Lessee
                  ----------                                ----------

                  - signed -                                - signed -
     (Flight Lieutenant Usar Borisuth)             (Mr. Viratana Suntaranond)


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

                  - signed -                                - signed -
             (Mr. Krit Phakhakit)              (Miss Sarinthon Chongchaidejwong)


<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 5,000 (Five
                           Thousand  Baht Only) 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 the building and land
                  taxes and other  taxes  incurred  from the  lease  under  this
                  agreement, 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.  If it  appears  that the  concerned  government
                  agency has appraised and  collected  higher  building and land
                  taxes,  the Lessee consents to pay the increased amount to the
                  Lessor within 30 (thirty) days from the date of receipt of the
                  Lessor's 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
                  business  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.

<PAGE>

         1.4.3    Whereas the Lessor has  allocated  the leased  premises  under
                  this agreement in lock properly,  if the Lessee wishes to make
                  counter or decorate or install any  equipment or build further
                  construction,  the  Lessee  shall  do so at the  Lessee's  own
                  expense.  Such undertaking must be attractive and orderly, and
                  the materials or equipment of good quality and modern. In view
                  of this, the Lessee shall submit the plans,  charts,  drawings
                  of  the   decoration   of  the   leased   premises   and   the
                  specifications  to the  Lessor  for  review  first,  and shall
                  proceed  only after a written  approval  has been given by the
                  Lessor.  Thereby, the construction and components shall become
                  the property of the Lessor from the date of building,  and the
                  Lessee  shall not claim for any  expense or  damages  from the
                  Lessor.

                  For any construction  that the Lessor has permitted the Lessee
                  to undertake as described in the first  paragraph,  the Lessee
                  shall  not make any  renovation  or change  thereof,  unless a
                  written permission has been obtained from the Lessor first. If
                  the Lessee wishes to undertake  further  renovation or change,
                  besides  obtaining a written  permission from the Lessor,  the
                  Lessee shall also proceed according to the first paragraph.

         1.4.4    During  renovation or decoration of the leased  premises,  the
                  Lessee  or the  persons  whom  the  Lessee  has  appointed  or
                  assigned  or hired or  ordered  to  perform  the works for the
                  Lessee shall strictly  comply with the terms and conditions of
                  this  agreement;   and  should  any  damage  occurred  to  the
                  reputation  or  property  of the Lessor or a third party under
                  any circumstances, the Lessee shall be responsible therefor.

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

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

         1.4.7    The  Lessee  shall  comply,   and  ensure  that  the  Lessee's
                  attendants  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.

<PAGE>

         1.4.8    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 Use of the Lease Premises, Adjustment of Rents and Charges

         1.5.1    The Lessor shall permit the Lessee to undertake  construction,
                  decoration  or  improvement  of the  leased  premises,  from 1
                  February  2000 to 31 March  2000,  without  collection  of the
                  rents and charges;  unless the Lessee shall completed the same
                  and commence  making use of the leased premises before 1 April
                  2000.  The  electricity,  water supply and  telephone  charges
                  shall  be  charged   from  the   commencement   date  of  such
                  undertaking or from the date of the use.

         1.5.2    The area of the leased  premises  in Appendix A is an estimate
                  in order to calculate the rents and charges.  After the Lessee
                  has completed the construction, decoration or improvement, the
                  Lessor  shall  examine to  ascertain  the actual area that the
                  Lessee  shall  make use,  and the rents and  charges  shall be
                  calculated accordingly.  The Lessor's notice to the Lessee, at
                  a later date,  on the actual  leased area shall be deemed part
                  of this agreement.

         1.5.3    During  the lease  period,  if the  Lessor  wishes to  change,
                  relocate,  add, decrease,  or request for return of the leased
                  area,  which deviates from the agreement and causes the Lessee
                  to renovate or redecorate the leased premises accordingly, the
                  Lessee shall proceed at the Lessee's own expense and shall not
                  claim for any expense or damages from the Lessor.

         1.5.4    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
                  prescribe  in  Appendix  A, the Lessor is  entitled  to do so;
                  provided that a written  notice must be given to the Lessee at
                  least 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 90 days in  advance  and that the
                  Lessee has no outstanding payment to AAT.

         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  immediately
                  terminate  this  agreement,  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  according to Clause 1.6, as the
                  case may be, this agreement shall end immediately.  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 Terms and Conditions of
         Lease, 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 following :

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

         -        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
         Metropolis.


<PAGE>


Chapter 2         Special Terms and Conditions

                  Notices

Name and address of the Lessor


                                    Airports Authority of Thailand
                                    Vibhavadi Rangsit Road
                                    Don Mueang District
                                    Bangkok 10210

                                    Tel.    535-1405, 535-1815
                                    Fax     531-5559, 535-4061


         Name and address of the Lessee


                                    King Power Tax Free Co., Ltd.
                                    26th-27th Floors, Siam Tower
                                    989 Rama I Road
                                    Pathum Wan Sub-district, Pathum Wan District
                                    Bangkok 10330

                                    Tel.    658-0020-49
                                    Fax     658-0094


<PAGE>


                                                                      Appendix B


                              Performance Guarantee


In  entering  into this  agreement,  the  Lessee  has  submitted  the  Letter of
Guarantee No.  029-43-00007-1/35,  dated 13 January 2000, of the Siam Commercial
Bank Public Company  Limited,  Lak Si Branch,  for Baht  121,324.50 (One Hundred
Twenty-One  Thousand Three Hundred  Twenty-four Baht Fifty Satang) to the Lessor
as performance 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>

(Official Emblem)
                 THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

                               Letter of Guarantee

029-60-00311-6
No. 029-43-00007-1/35                                         13 January 2000

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  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.  1-02/2543 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 121,324.50 (One
         Hundred  Twenty-One  Thousand  Three  Hundred  Twenty-four  Baht  Fifty
         Satang).

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  121,324.50  (One  Hundred  Twenty-One  Thousand  Three
         Hundred Twenty-four Baht Fifty Satang). 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 impose fines to and/or claim for
         damages from King Power Tax Free Co.,  Ltd., we shall promptly make the
         payment on behalf 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 17 January 2000 to 16 July 2003.

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.

    (Seal of the Siam Commercial Bank Public Company Limited, Lak Si Branch)
                 - signed -                 - signed -             Guarantor

           (Mrs. Sukri Dankul)         (Mr. Wipat Lamaikae)
                                            - signed -             Witness
                                     (Mr. Thitiphon Suksomchit)
(Revenue Stamps)                            - signed -             Witness
 B3-1 182366                         (Miss Thanyaphon Songsri)


<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A
                                                                      (2 sheets)
              Details of Rents and Location of the Leased Premises      Page 1
              ----------------------------------------------------
                  Agreement No. 1-02/2543 dated 21 January 2000
                  ---------------------------------------------


----------------------------------------------------------------------------------------------------------------------------
                                Area   Rents       Rent      Service Fee  Building/     Fine            Lease Period
       Leased Premises          Sqm.  Baht/Sqm.  Baht/Month  Baht/Month   Land Tax
                                      Per month                           Baht/Month  Baht/Day      From              To
-----------------------------  -----  ---------  ----------  -----------  ----------  --------  -------------  -------------
<S>                            <C>    <C>        <C>         <C>          <C>         <C>       <C>            <C>
Space in the Arrival Hall
the 1st Floor, southern side   38.00    750.00    28,500.00    4,275.00    3,562.50   2,422.50   1 Apr. 2000    31 Mar. 2003
Int'l Passenger Terminal 1
Bangkok International Airport

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

                           (Seal of King Power Tax Free Co., Ltd.)

The Lessor                                The Lessee
----------                                ----------


             - signed -                                   - signed -
   (Flight Lieutenant Usar Borisuth)              (Mr. Viratana Suntaranond)


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


             - signed -                                   - signed -
        (Mr. Krit Phakhakit)                  (Miss Sarinthon Chongchaidejwong)



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