CREDIT TRANSACTION AGREEMENT

           In  connection  with the  discount  of our  notes  and  other  credit
transactions  with you within the limit of 45  billion  Won,  we agree to comply
with the following  terms and  conditions  and, in the event of our default,  we
agree that you have all the rights to enforce your rights and interests.

Article 1 (Applicability)
-------------------------

(1) We covenant and agree to perform our current or future  obligations,  within
the limit of 45 billion Won, which we may incur in connection  with the discount
of our notes and other credit facilities you are providing or will provide us in
accordance with all the terms and conditions contained herein..

(2) We further  covenant and agree to perform  other  obligations  which we will
incur as a result  of your  acquisition  from  third  parties  of notes  issued,
endorsed, accepted or guaranteed by us.

Article 2 (Cumulative Obligations)
----------------------------------

(1) In the  event we  provide  you with  notes  issued,  indorsed,  accepted  or
guaranteed  by us in order to secure our loans,  you may  exercise  your  rights
based on either the notes or the underlying loans.

(2) We agree to repay the loans in compliance with your  instructions  even when
the notes in your possession issued, endorsed,  accepted or guaranteed by us are
declared defective.

Article 3 (Calculation of Interest, Discount fee and Penalty)
-------------------------------------------------------------

(1) We agree to pay you interest, discount fees and penalties in accordance with
the rate and calculation method established by you.

(2) In the event of our  default,  we agree to pay you  penalties at the rate of
19.0 % per year.

Article 4 (Renewal of Note)
---------------------------

           We agree that you may renew the notes we provide you when necessary.

Article 5 (Ancillary Expenses)
------------------------------

(1) We agree to pay you in advance all the fees and  expenses  ancillary  to the
transactions contemplated herein.

(2) In the event you expend the fees and  expenses  on our  behalf,  we agree to
reimburse you the total amount and interest  thereon at the rate  established by
you.

Article 6 (Collateral)
----------------------

(1) To secure  our  obligations  herein,  we agree to  deliver  to you notes and
checks with blank amount, issue date and due date and hereby grant you the right
to fill out the blanks.

(2) You may fill out the  amount  of note and  check  and  enforce  your  rights
therein even though the maturity of our obligations its accelerated  pursuant to
the terms of Article 7 (1) and (2) of the Standard Credit Transaction Rules.

(3) If it becomes  necessary to preserve  your  security  interest,  we agree to
provide additional guarantor(s) or replace guarantor or provide other collateral
as approved by you in writing.

(4) Our  obligations  hereunder  shall include the principal  amount of loan and
other  obligations of recourse,  etc. which we will incur in connection with our
issuance, endorsement, acceptance or guarantee of notes.

(5) We understand that one of your major businesses is to purchase notes issued,
endorsed,  accepted or  guaranteed by one party and sell the same to third party
investors. In the event you fill out the blanks pursuant to the terms of Article
6 (2) above,  we agree not to demand  return of the note  provided on account of
the underlying transaction.

(6) Out of the amount you  collected  on the note or check  under  Article 6 (5)
above,  you will hold the  amount  you have  already  been  paid by third  party
investors  until the presentment of the note issued on account of the underlying
transaction.

Article 7 (Acceleration)
------------------------

(1) The maturity of my debt will be  accelerated  without any notice from you in
any one of the  following  events in which  event we agree to repay you our debt
immediately :

1.       If we fail to pay you the whole or part of our debt on time.

2.       If the clearing suspends this transaction.

3.       If you make a stop payment.

4.       If an  application  for writ of  execution,  preliminary  injunction or
         sheriff's sale is made.

5.       If bankruptcy or reorganization  is filed or dissolution  proceeding is
         instituted.

6.       If we receive  notice of failure to pay taxes or other  assessments  or
         tax warrant is issued against us.

(2) Further,  one of the following  events will also  accelerate the maturity of
our debt, in which event we agree to repay you the entire debt immediately :

1.         Failure to perform all or any part of our obligations.

2.         Guarantor's default as described in Article 7 (1) above.

3.         If you deem it necessary to secure your rights or interests.

Article 8 (Repurchase of discounted Note)
-----------------------------------------

(1) In the event of our  default  as set forth in Article 7 (1) and (2) above or
in the event the payor of the note  refuses  to accept  the whole or part of the
amount of the note or fails under  Artiole 7 (1) above,  we agree to  repurchase
the not regardless of notice form you.

(2) Until our  performance  pursuant  to Article  (1) above,  you shall have the
right to exercise all your rights as the holder of the note.

Article 9 (Setoff)
------------------

(1) At the maturity , or at the accelerated maturity in accordance with Articles
7 and 8 above,  we  acknowledge  that you have the right to  offset  any of your
debts with our debts.

(2) In the event of setoff,  as agree to  immediately  return to you the note or
other instruments evidencing your debt.

(3) We agree to pay you interest,  discount fees and penalties until the date of
setoff at the rate established by you.

Article 10( Presentment :  Delivery)
------------------------------------

(1) In the event of setoff, you do not need to present or deliver the not to us.
Rather, we agree to pick up the note at your place of business.

(2) In the event of setoff, you do not need to present or deliver the not if :

1.       You cannot locate us, or

2.       it is difficult to deliver the note, or

3.       it is not  practical to present the note for reasons of  collection  or
         others.

(1) If there is a co-debtor  on the note,  you may continue to hold the note and
collect the balance of the debt remaining after the setoff.

Article 11 (Order of Satisfaction)
----------------------------------

           In the event our payment is not  sufficient to satisfy our debt,  you
have the right to apply our payment in any order or method convenient for you.

Article 12 (Risk of Loss : Indemnity)
-------------------------------------

(1) In the event the note  issued,  endorsed,  accepted or  guaranteed  by us or
other instrument delivered to you is lost, destroyed,  damaged or delayed due to
unavoidable reasons like calamity,  disaster or accident during  transportation,
we nevertheless  agree to make the necessary  payments in reliance on your books
or other records and to deliver to you replacement note or instrument.  We waive
claims against you for any damages that we may incur as a result thereof.

(2) To the extent that you exercise  reasonable care as required by trade custom
in comparing the seals on the note with the seal  registered  with you, you will
not be liable for any loss caused by forgery,  alteration  or theft and we agree
to ake full responsibility as is written on the note.

(3) Any and all fees and  expenses  expended to enforce or preserve  your rights
against us or to collect from or otherwise  dispose of the  collateral  shall be
borne by us.

Article 13 (Notice of Changes)
------------------------------

(1) We agree to  immediately  notify  you in  writing of any change of you seal,
name, trade name, representative,  address (2) We will be solely responsible for
any losses or damages  caused by our neglect of notice and we agree to indemnify
you form and against any claims in this regard.

Article 14 (Report and Inspection)
----------------------------------

           We agree to file a report on our  assets,  management  and  status of
business upon your demand and to provide you with access to our records, factory
and business premises, etc. for your inspection.

Article 15 (Jurisdiction)
-------------------------

           It  is  agreed  that  any  legal  proceedings  arising  out  of  this
transaction   shall  be  subject  to  the   jurisdiction  of  the  court  having
jurisdiction over your place of business.

Article 16 (Liabilities of Guarantor)
-------------------------------------

(1)  Guarantor  agrees to  comply  with all the  terms  and  conditions  of this
Agreement and agrees to be liable,  jointly and severally with the borrower, for
the principal debt in the amount of Won together with interest,  penalty and all
other ancillary fees.

(2)  Guarantor  agrees  not to  exercise  his  right of  subrogation  while  the
transaction between you and the borrower is pending.

(3) Guarantor's  obligations  herein shall not be affected by the replacement or
release of collateral or other securities.

Article 17 (No Waiver)
----------------------

           Your failure to exercise your rights under this Agreement in a timely
manner shall not be construed as waiver of other rights.

Article 18 (Term)
-----------------

(2) This Agreement  shall remain in effect until the day of July 12, 2000.  This
Agreement  shall be  automatically  extended for an  additional  year unless you
notify us otherwise one(1) month prior to its expiration.

(3)  Notwithstanding  the  provision  of Article 18 (1) above,  any  outstanding
obligations of us shall survive the termination of this Agreement.

Article 19 (Right to Terminate)
-------------------------------

           In the event we are in default pursuant to the terms of Article 7 (1)
and (2) above or default any other obligations,  you have the right to terminate
this agreement by giving us a written notice.

Article 20 ( Assignment Prohibited)
-----------------------------------

           We agree not to assign or collateralize  any of our rights under this
Agreement to a third party without your prior written approval.

Article 21 (Amendment)
----------------------

           This Agreement may be amended only in writing.

Article 22 (Submission of Reports)
----------------------------------

           We agree to submit to you every month a balance  sheet,  a profit and
loss statement, cash flow plan (monthly actual and six month estimate),  monthly
sales  trend,  itemized  statement  of loans and other  documents  which you may
demand.

Dated : July 12,  1999

Borrower : NewState Capital Co., Ltd.
           826-24 Yoksam-dong
           Kangnam-Gu, Seoul
           (Corporate seal affixed)

      By : Noh Bok Huh (Signed)

      To : Central merchant Banking Corp.