FY2002 10K Exhibit 10.65




Exhibit 10.65

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:$7,000,000 USD

Purpose of the Loan:At Sight Letter of Credit

This Letter of Credit Commitment Agreement dated November 15,
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 15,
2001, and shall continue in full force and effect until November 16, 2002.

Interest Rate

The interest rate on this Agreement is subject to change from time to
time based on the Lender's Prime 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


	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 upon which the draft was drawn 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.

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 Letter of Credit Commitment
Agreement dated November 15, 2001, in the original amount of seven million US
dollars ($7,000,0000 USD).

Date of Agreement:

November 18, 2002

Description of changes in Terms 

Maturity date is changed from November 16, 2002 to May
16, 2003.