FY2002 10K Exhibit 10.66




Exhibit 10.66

Letter of Credit Commitment Agreement

Borrower:   DVS Korea Co., Ltd.

                           196 Kumkok Dong, Boon Dan Gu, Sung Nam City, Kyunggi
Province

                           Mr. Byung Hyun Lee, CEO

Lender:   Hana Bank

Limit:$800,000 USD

Purpose of  the Loan:USANCE (Term) Letter of Credit

This Letter of Credit Commitment Agreement dated November 16,
2001, is made and executed between DVS Korea Co.,
Ltd.("Borrower") and Hana Bank ("Lender") on the following
terms and conditions.

Borrower understands and agrees that in granting, renewing,
or extending any loan, Lender is relying upon Borrower's representation,
warranties, and agreements as set forth in this Agreement; the granting,
renewing, or extending of any loan by lender at times shall be subject to
Lender's sole judgment and discretion; and all such loans shall be and remain
subject of the terms and conditions of this Agreement.

Term

This Agreement shall be effective as of November 16, 2001, and shall
continue in full force and effect until November 16, 2002.

Description Collateral


	Installment Savings Deposit of 1,200,000,000 Korean Won covering all the
credit provided by Lender.   



In addition, Borrower shall provide to Lender a blank draft.
Lender may submit to the Borrower's bank the draft for full payment of unpaid
principal and accrued interest when Borrower fails to make payment in accordance
with the terms of this Agreement.

Furthermore, Borrower grant Lender a security interest in all
property at any time shipped under, or pursuant to, or in connection with the
Letter of Credit or anyway related thereto, or to the drafts drawn thereunder,
whether or not Borrower receives the documents covering such property or release
the same to Lender on trust receipt and also in and to all shipping documents,
warehouse receipts, policies or certificates of insurance and other documents or
liability to Borrower at any time existing under or with reference to the Letter
of Credit of this agreement .

Interest Rate

The annual interest rate on this Agreement is variable. It changes day to
day based on Lender's cost of fund negotiated with lending foreign banks.  The
annual interest rate for this Agreement is computed on a 365 day basis; that is,
by applying the ratio of the annual interest rate over a year of 365 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. 

Late Charge and Interest After Default

Upon Borrower's failure to pay all amounts declared due pursuant to this
section, including failure to pay accrued interest, monthly payment, outstanding
principal balance on final maturity date, and excess draw on the account, Lender
will adjust annual interest rate to 19% and applied to past due, if any.

Payment

Borrower shall pay the outstanding principal plus all accrued interest of
each payment made by Lender to beneficiary bank(s) designated by Borrower on
behalf of Borrower with the terms prescribed on the Application for Commercial
Letter of Credit or other trade related documents.  However, Lender has the sole
right to extend the terms if necessary. 

As to drafts or acceptances under or purporting to be under
the Letter of Credit, which are payable in foreign currency, Borrower may pay
Lender in Korean Won at the current rate of exchange in Korea for cable transfer
to the place of payment in the currency of the draft.

Cessation of Advances

If Lender has made any commitment to make any Loan to Borrower under this
Agreement, Lender has right to reduce the Loan limit or shall have no obligation
make Loan Advances or to disburse Loan proceeds, if: (i) there occurs a material
adverse change in financing community; or (ii) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan.  If Lender
decides to reduce the Loan limit and Borrower's outstanding loan exceeds such
new limit, excess is due immediately upon demand of Lender.  

Fees

Borrower shall pay Lender, on demand, commission and all charges and
expenses paid or incurred, earned by Lender in connection wherewith, and
interest where chargeable.

 

Change in Terms Agreement

Hana Bank has made a line of credit evidenced by the
Agreement dated November 16, 2001, in the original amount of $800,000 USD.

Date of Agreement:

March 22, 2002

Description of changes in Terms 


	Total Advance Line of Credit increases from eight hundred thousand US
dollars ($800,000USD) to two million US dollars ($2,000,000 USD).
	Maturity date is changed from November 16, 2002 to May 16, 2003.