CREDIT TRANSACTION AGREEMENT

To : Hyundai Marine and Fire Insurance Co., LTD.

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

Guarantor : Byung Ki Kim (Signed)
Guarantor : Kwang Ruong Koh (Personal seal affixed)

          We  acknowledge  that, in  connection  with  borrowing  money from you
pursuant  to the  terms and  conditions  of  Article 1 below,  the terms of your
standard 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  : Discount of corporate  notes Loan amount : 4.5 billion
        won Date of Loan :  January  7 , 2000 Date of  Maturity  : July 7 , 2000
        Interest Rate : 11.75% p.a Overdue Interest Rate : 19% p.a
        Calculation  of  Interest : 365 day year ;  calculated  on a daily basis
        Payment of Interest : Paid every three months

        Collateral :

Article 2 (Delivery of Blank Note)
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         (1) We agree to deliver to you  promissory  note(s)  (or  checks)  with
blank amount and due date. We also agree to deliver guarantor's guarantee to you

         (2) We authorize you to fill out the blanks at your discretion whenever
you deem it necessary.

Article 3 (Repayment)
---------------------

         We agree to make the payment of principal and interest by means of bank
wire transfer,  automatic transfer,  etc. and any damages incurred by you due to
our default shall be borne by

         (1) In the event we do not receive your statement by the day before any
due day,  we  agree to make the  payment  at your  office  of at a bank  account
designated by you.

         (2) In the event of  prepayment  of all or part of the  principal or in
the event of  default,  we agree to make the payment at your office of at a bank
account designated by you.

         (3) We agree  that,  for the  purpose of  automatic  transfer,  you may
withdraw  deposit  form out bank  account  without  our  withdrawal  request  or
presentment  of check  notwithstanding  any contrary bank deposit  regulation or
agreement.

         (4) In the event our  deposit  balance  is not  sufficient  to make the
necessary  payment,  we agree to make the  payment  at your  office or at a bank
account designated by you.

         (5) If we intend to change or cancel the automatic  payment method,  we
agree to submit to you request for change (or cancellation) of automatic payment
at least 30 days prior to the due date.

Article 4 (Guarantee)
---------------------

         (1)  Guarantor   agrees  to  guarantee  the   performance  of  all  the
obligations  of the  borrower,  jointly and  severally  with the  borrower,  and
further  agrees  to  comply  with all the  provisions  of your  standard  credit
transaction regulations and this agreement.

         (2) The  obligations  of the guarantor  herein shall not be affected by
changes of the  collateral or other  security which may be made by you from time
to time as you may deem it necessary.

         (3)  Guarantor's  obligations  herein  shall  not be  offset  with  the
borrower's deposit with you or other credits.

         (4) Guarantor  agrees not to exercise his rights of  subrogation  while
the  transaction  between you and the borrower is in effect.  Guarantor  further
agrees to  subordinate  his  rights to your  rights  and to  transfer  agrees to
subordinate  his rights to your rights and to transfer  his right to you without
compensation when requested by you..

         (5)  Guarantor's  obligations  herein shall not be affected even if the
guarantor has previously provided you with another guarantee with respect to the
same  borrower  hereof.  In  the  event  the  previous  guarantee  is a  limited
guarantee, the guarantor's obligations shall be treated as cumulative.  The same
applies to any guarantee of the guarantor to be provided to you in the future.

Article 5 (Extension of Transaction Period and Guarantee)
---------------------------------------------------------

           Guarantor  agrees that,  in the event the maturity  date is extended,
the guarantor's obligations shall also be extended accordingly without notice to
the guarantor.

Article 6 (Miscellaneous)
-------------------------

         (1) We  acknowledge  that our  credit  request  shall be subject to the
availability  of your funds and that you will not be liable for any damages that
may be incurred by us due to the unavailability of your funds.

         (2) In the event we use the loan proceeds for purposes  different  from
those as  described  in our loan  application,  you  have  the  right to  demand
immediate  repayment of loan and we agree to repay the loan  without  delay upon
your demand.

         (3) Whenever you demand for  submission  of additional  information  or
inspection, we agree to fully comply with your demand.

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

Guarantor: Byung Ki Kim (Signed)

Guarantor: Kwang Ryong Koh (Personal seal affixed)

(Revenue stamps affixed)