FY2002 10K Exhibit 10.69




Exhibit 10.69

Credit Agreement

 

Borrower:   DVS Korea Co., Ltd.

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

           Mr. Byung Hyun Lee, CEO

Lender:   Korea Exchange Bank

Total Limit on the Credit:19,500,000,000 Korean
Won

This Credit Agreement dated July 15, 2002, is made and executed
between DVS Korea Co., Ltd.("Borrower") and Korean Exchange 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.

Limit


	
Types
	
Sublimit
	
Interest

	
International Trade Revolving Line of Credit
	
11,000,000,000  Korean Won
	
Prime 2 + 0.70 (5.90% at December 31, 2002)

	
At Sight Letter of Credit
	
         2,000,000  US Dollars 
	
Prime 2 + 0.70 (5.90% at December 31, 2002)

	
Usuance (Term) Letter of Credit
	
         7,000,000  US Dollars
	
Variable interest: may change day to day based
on Lender's cost of fund negotiated with borrowing foreign banks.

	
Local Purchase Revolving Line of Credit
	
  1,000,000,000  Korean Won
	
Prime 2 + 0.70 (5.90% at December 31, 2002)

	
Overdraft Revolving Line of Credit
	
     500,000,000  Korean Won
	
9.90% Fixed






	Sum of all the borrowings shall not exceed the Total Credit
Limit.  



Term

This Agreement shall be effective as of July 15, 2002,
and shall continue in full force and effect until July 31, 2003.

Interest Rate

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.


Description Collateral


	Payment guarantee issued by Technology Credit Guarantee Fund: maximum
liability of 2,000,000,000 Korean Won.
	Installment Savings Deposit of 2,896,000,000 Korean Won covering total
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

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.

Advances

Advances or Request of Letter of Credit under this Agreement shall be
requested pursuant to the forms and procedures prescribed by Lender.

Payment

Borrower shall pay the outstanding principal plus all accrued interest of
each advance in accordance with the terms prescribed on Trust Receipts 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 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.

Amendment

In the event of any amendments or modifications of the terms of the
Credit Agreement, this agreement shall 

be binding upon Lender with regard to the Credit Agreement so
amended.

Change in Terms Agreement

Korea Exchange Bank has made a line of credit
evidenced by the Agreement dated July 15, 2002, in the original Credit Limit
19,500,000,000 Korean Won

Date of Change:

August 29, 2002

Details of changes in Terms 

Increase of Total Lending Limits from 19,500,000,000 Korean Won to
21,500,000,000 Korean Won.

Changes to the sublimits are as follow:


	
Types
	
Before
	
After

	
International Trade Revolving Line of
Credit
	
11,000,000,000  Korean Won
	
13,000,000,000 Korean
Won

	
At Sight Letter of Credit
	
         2,000,000  US Dollars 
	
         2,000,000 US Dollars 

	
Usuance (Term) Letter of Credit
	
         7,000,000  US Dollars
	
         9,000,000 US Dollars

	
Local Purchase Revolving Line of
Credit
	
  1,000,000,000  Korean Won
	
1,000,000,000 Korean Won

	
Overdraft Revolving Line of Credit
	
     500,000,000  Korean Won
	
     500,000,000 Korean Won