CREDIT TRANSACTION AGREEMENT
                               (For Corporations)

To : Korea First Bank

Date : January 8, 2000

Borrower: NewState Capital Co., Ltd.
          826-24 Yoksam-Dong
          Kangnam-Gu, Seoul
          By : Byung Ki Kim, President
          (Corporate seal affixed)

           We acknowledge  that, in connection with the credit  transaction with
Korea First Bank  (hereinafter  referred to as the "Bank") pursuant to the terms
and conditions of Article 1 below, the terms of standard bank credit transaction
rules shall  apply to this  transaction  and we hereby  agree to comply with the
following terms and conditions.

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

           Classification:
               Kind of Transaction : individual

           Amount of Credit : 263 million Won

           Date of Disbursement : January 8, 2000
               Date of Repayment : August 13, 2000

           Interest Rate : Average Deposit Rate + 1.5% p.a
               Overdue Interest Rate : 19.0 % p.a

           Method of  Disbursement  : Full amount to be disbursed at the date of
               funding Method of Repayment : Full amount  outstanding to be paid
               at the maturity date

           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 installment is not made when due.

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

(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 loans based on savings or checking  account,  we agree to  immediately
pay late charges on the amount of overdraft.

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

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

(2) With  respect  to loans  with  installment  amortization,  other  than equal
installment of principal plans like installment savings trust based loans, etc.,
the Bank Shall deliver payment schedule to the borrower.

Article 4 (Reduction ; Suspension)
----------------------------------

           If it becomes  necessary  due to changes of 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 (Overdraft)
---------------------

(1) In the event (?) we request for  payment in excess of the balance  amount in
our savings or checking account, (?) automatic  withdrawals from our account are
regularly  made in payment of various  charges,  or (?) we use debit  cards,  we
agree repay our debts by means of making deposits into our account.

(2)  Notwithstanding  the provisions of Article 5 (2) above, if a coupon book is
used for  repayment  of the loan,  repayment of the loan shall be made using the
coupon book.  Method of  transaction,  notice,  etc,  concerning the coupon book
shall be as provided by the Bank

(3)  Any  deposits  into  the  borrower's  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.)

(4) Interest and late charges shall be added to the principal amount of loan and
may be  withdrawn  from the  borrower's  account  or  otherwise  shall be repaid
immediately.

(5) Any  overdraft  shall be  considered  a debt to the Bank and shall be repaid
pursuant to the terms of this Agreement.

(6) We  agree  to  indemnify  and hold  the  Bank  harmless  for any  dishonored
overdraft  notes or checks due to reduction or  suspension  in  accordance  with
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 apply to such a loan.

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

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

Article 8 (Delivery of Blank Note)
----------------------------------

(1) We agree to deliver to you a check or promissory  note with blank amount and
due date,  with proper  endorsement by a guarantor,  as security for installment
repayment loan, note discount or line of credit.

(2) 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 of Article
7 of the Standard Bank Credit Transaction rules.

(3) If the Bank decides to fill out the blanks  pursuant to the terms of Article
7 (1) above,  the amount of the note or check shall not exceed the total  amount
of the 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 telegraphic  transfer  selling
rate.

Article 9 (Collateral ; Insurance)
----------------------------------

           Unless the Bank requires  otherwise,  we agree to provide the Bank as
collateral 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  deposit  and,  accordingly,  we have
transferred the deposit certificate to the Bank as additional incurred.

(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  shall  not  be  affected  by  extension  of  terms,
modifications,  renewals,  division  or  increase  or  decrease of amount of the
deposit.  Further,  in case of trust,  the Bank's security  interest shall cover
returns of the trust notwithstanding any extension of term, default or change of
the classification of trust.

(4) In addition to 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
deposit  pursuant  to the  terms  of  Article  7 of  the  Standard  Bank  Credit
transaction Rules.

Collateral :

               Classification : Development trust
               Account Number : 215-51-249328
               Beneficiary : NewState Capital co., Ltd.
               Total deposit up to 1/8/2000 : 300,000,000 Won
               Date of Certificate : August 3, 1998
               Date of Payment : August 3, 2000

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

           We  acknowledge  receipt  of a  copy  of  the  standard  Bank  Credit
Transaction  Rules and this Agreement.  We also acknowledge that the major terms
and conditions of same have been explained to us and we fully understand them.

Borrower : NewState Capital Co., Ltd.
      By : Byung Ki Kim
           (Corporate seal affixed)

             Consent to use of Credit Information

To : Korea First Bank

           In connection with this Credit Transaction  Agreement,  we agree that
you may use our credit information registered with

Borrower : NewState Capital Co., Ltd.
      By : Byung Ki Kim
           (Corporate seal affixed)

(Revenue stamps affixed)