CREDIT TRANSACTION AGREEMENT
                               (FOR CORPORATIONS)

To : Kookmin Bank, Ltd.

Date :  November 24, 1999

Borrower: NewState Capital Co., Ltd.
          826-24 Yoksam-Dong
          Kamgnam-Gu, Seoul
     By : Noh Bok Huh, President
         (Corporate seal affixed)

           We acknowledge  that, in connection with our credit  transaction with
Kookmin Bank, Ltd. (hereinafter referred to as the "Bank") pursuant to the terms
and  conditions  set forth herein below,  the provisions of standard Bank credit
Transaction  Rules (including  Deposit  Transaction  rules and Trust Transaction
Rules in case of comprehensive passbook automatic loan and overdraft)shall apply
to this  transaction  and hereby  agree to comply with each and every  provision
hereof.

Article 1 (Terms and Conditions)
--------------------------------

               Classification ; general fund loan
               Amount of Credit : Three billion Won
               Term of Transaction : From : November 24, 1999
                                     To   : May 24, 2000
               Interest Rate : 12.5 % per year
               Overdue Interest Rate : 19.0 % per year

           Calculation of Interest : 365 day year : calculated on a daily basis.
However, international custom shall apply to foreign exchange transactions.

           Method of Disbursement : Full amount to be disbursed at the date of
                                    funding

           Payment of Interest : Every 30 days from funding

           Special  Provision on Setoff : As to installment  savings trust based
loans,  in the event the  installment  payment  is not made for a period of four
months,  the Bank shall have the right to offset the loan with the trust fund by
giving notice to the borrower even prior to maturity of the loan.

Article 2 (Late Payment)
------------------------

(1) We agree to immediately pay late charges in the event payment of interest or
repayment of installment or principal of loan is not made when due.

(2) In the  event we fail to repay our debts on the due date or in the event the
maturity  is  accelerated  in  accordance  with the  terms of  Article  7 of the
Standard Bank Credit Transaction Rules, we agree to immediately pay late charges
on the principal balance of the loan.

(3) As to installment  savings trust based loans, we agree to pay interest until
the day before  the setoff  date:  after the setoff  date,  we agree to pay late
charges on the principal balance of the loan.

(4) As to comprehensive  passbook  automatics  loans and overdraft,  we agree to
immediately pay late charges on the amount of overpayment or overdraft.

Article 3 (Calculation of Loan Amount : Payment Schedule)
---------------------------------------------------------

(1) With respect to loans of installment disbursements, the total amount of loan
shall be calculated  after the last  disbursement  based on installment  payment
schedule and receipt or other proofs of disbursement.

(2) With respect to loans with installment amortization,  other than installment
savings trust based loans,  the Bank agrees to deliver  payment  schedule to the
borrower.

Article 4 (Reduction : Suspension)
----------------------------------

           If it becomes  necessary  due to changes in banking  situation or for
the purpose of  preserving  the Bank's  security in the loans,  the Bank may, by
notice to the  borrower,  reduce  the line of  credit as set forth in  Article 1
above or suspend further disbursement. In such an event, we agree to immediately
repay any amount that exceeds the line of credit.

Article 5 (Comprehensive Passbook Automatic Loan and Overdraft)
---------------------------------------------------------------

(1) Any deposits into the borrower's  comprehensive passbook account or checking
account shall be considered to be automatically  applied to the repayment of the
loan.  (Securities  deposited  into the account shall be considered to have been
transferred to the Bank as collateral and shall be applied to the repayment only
when they are liquidated.)

(2) Any overpayment or overdraft shall be paid through the borrower's account.

(3) The Bank in its  discretion may make payment in excess of the line of credit
as provided in Article 1 which we agree to repay immediately.

(4)  Interest  and late  charges  either may be  withdrawn  from the  borrower's
account or may be added to the loan amount,  regardless of the amount of line of
credit, which we agree to repay you immediately.

(5) Any  overdraft  paid by the  Bank  on our  behalf  shall  be  reimbursed  as
repayment of loan.

(6) We  acknowledge  that the notes or checks  issued by us may be dishonored by
the bank due to reduction or suspension as provided: n article 4 above.

(7) The Bank may in its own discretion  honor the borrower's  overdraft notes or
checks even after the expiration of this transaction if they are issued prior to
the  expiration  of  this  transaction  and the  terms  and  conditions  of this
Agreement shall also apply to such a loan.

Article 6 (Fees for unused Funds)
---------------------------------

           If the credit  transaction  herein line of credit or foreign exchange
loan,  we agreed to pay fees for  unused  funds at the rate  established  by the
Bank.

Article 7 (delivery of Blank Note)
----------------------------------

(1) With respect to note loan.  We agree to deliver a blank  promissory  note to
the Bank.

(2) With respect to line of credit  (except  overdraft and automatic  loan),  wd
agree to deliver a promissory with blank amount and due date to the Bank.

(3) The Bank shall have the right to fill out the blanks and  enforce its rights
in the event of the  borrower's  default  or  acceleration  in  accordance  with
Article 7 (1) and (2) of the Standard bank Credit Transaction Rules.

(4) If the bank decides to fill out the blanks  pursuant to the terms of Article
7 (1)  above,  the  amount of the note  shall  not  exceed  the total  amount of
principal, interest, late charges and other ancillary charges.

Article 8 (currency and Exchange Rate)
--------------------------------------

           Foreign  currency  loan may be  repaid in the same  currency  or Won.
Repayment  in Won  shall be at the  exchange  rate of the  telegraphic  transfer
selling rate on the repayment date..

Article 9 (Collateral : Insurance)
----------------------------------

           Unless the Bank requires otherwise,  we agree to provide the Bank, as
collateral,  with the land, building and other improvements of which the loan is
used for construction or installation and insure the Bank as additional insured.

Article 10 (Perfection of Security)
-----------------------------------

(1) In order to  secure  our  debts  herein  we agree to  establish  the  Bank's
security  interest in the following bank deposits,  etc., and,  accordingly,  we
have transferred the deposit certificates to the Bank for that purpose.

(2) The Bank's  security  interest as  established in Article 10 (1) above shall
include the principal,  returns  (including any future deposits) and any special
or legal incentive payments.

(3) The bank's  security  interest  shall not be affected by extension of terms.
Modifications,  renewals,  division  or  increase  or  decrease of amount of the
deposits.  Further,  in case of trust, the Bank's security  interest shall cover
returns of the trust  notwithstanding any extension of term, including automatic
extension by virtue of default.

(4) In lieu of enforcing the Bank's security  interest as established in article
10 (1)  above,  the Bank  shall  have  the  right to  offset  the loan  with the
following deposits pursuant to the terms of the Standard Bank credit Transaction
Rules.

               Classification :
               Account Number :
               Beneficiary :
               Contract Amount :
               Total amount of deposit :
               Date of Certificate :
               Date of Payment :

Article 11 (Miscellaneous)
--------------------------