CREDIT TRANSACTION AGREEMENT

To : Taegu Bank

Date : May 27, 1998

Borrower :   Yeongnam Housing Finance Co., Ltd.
             286-1 Shinchun-dong
             Dong-Gu, Taegu
             By : Chang Ho Park. President
             (Corporate seal affixed)

           We acknowledge  that, in connection with our credit  transaction with
Taegu bank  (hereinafter  referred to as the " Bank")  pursuant to the terms and
conditions  set forth  herein  below,  the  provisions  of Standard  Bank Credit
Transaction  rules  (in  case of  comprehensive  passbook  loan  and  overdraft,
pertinent  standard  rules) 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 : Five billion Won
               Term of Transaction : From May 27, 1998
                                To : May 27, 1999
               Interest Rate : 8+ 7% p.a
               Overdue Interest Rate ; 19.0 % p.a

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

               Method of Disbursement :
               Payment of Interest :

               Special  Provision on Setoff : As to  installment  savings  trust
based  loan,  in the event the  installment  payment is not made for a period of
four consecutive  months,  the Bank shall have the right to offset the loan with
the trust fund by giving  notice to the  borrower  even prior to the 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 the 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  automatic  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 instilment 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,  with the exception of
installment  savings based loans, the Bank agrees to prepare and 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  interest in the loans,  the bank
may,  By  notice  to the  borrower,  reduce  the line of  credit as set forth in
Article 1 above or temporarily suspend further  disbursement.  In such an event,
we agree to  immediately  repay any amount  that  exceeds  the  reduced  line of
credit.

Article 5 (Comprehensive Passbook Automatics 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 above which we agree to repay immediately.

(4)  Interest  and late  charges  may be either  withdrawn  from the  borrower's
account or 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 in Article 4 above.

(7) The Bank may at 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 (Fee for Unused Funds)
--------------------------------

(1) With respect to note loan, we agree to deliver to the Bank a promissory note
containing the amount and due date and another promissory note with blank amount
and due date issued by both the borrower and the guarantor.

(2) With  respect  to line of credit and loans for a period of more than one (1)
year,  we agree to deliver to the Bank a  promissory  note with blank amount and
due date issued by both the borrower and the guarantor.

(3) We hereby authorize the Bank to fill out the blanks and enforce its right in
the event of the borrower's default or acceleration in accordance with Article 7
of the Standard Bank Credit Transaction Rules.

(4) If the Bank decides to fill out the blanks  pursuant to the terms of article
7 (3)  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 either in the same currency or in
won. Repayment in Won shall be at the exchange rate of the telegraphic  transfer
selling rate on the repayment date.


PROMISSORY NOTE
(For Loan Transactions )

To : Taegu Bank, Ltd.

Amount :

Due Date :

Place of Payment : Place of business of Taegu Bank, Ltd.
                   In Taegu City

           We promise to pay the above  amount of money to you or your  designee
in exchange for this Promissory Note.

Dated : May 22, 1999

Issud by : Yeongnam Housing Finance Co., Ltd.
           286-1 Shinchun-Dong
           Dong-Gu, Taegu
      By : Chang Ho Park. President
           (Corporate seal affixed)

Guarantor : Address
             Name

Guarantor : Address
             Name

Other Special Provisions
------------------------

           We have received a copy of the Standard Bank Credit Transaction rules
and this Agreement : the major terms and conditions  contained therein have been
fully explained to us and we understand the same.

Signed by : Chang Ho Park
(Corporate seal affixed)