THIS AGREEMENT is dated    , 2000 and made

BETWEEN:-

(1)  NEW EPOCH INFORMATION (BVI) LIMITED, a company  incorporated under the laws
     of British Virgin Islands and whose  registered  office is situated at P.O.
     Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
     Islands (the "Borrower"); and

(2)  HANG FUNG GOLD TECHNOLOGY  LIMITED,  a company  incorporated in Bermuda and
     whose registered  office is at Clarendon  House, 2 Church Street,  Hamilton
     HM12,  Bermuda  and  whose  principal  place of  business  in Hong  Kong is
     situated at Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre, 21 Man
     Lok Street, Hunghom, Kowloon, Hong Kong (the "Lender").


BACKGROUND:-

The Lender has  agreed,  upon the terms and  subject to the  conditions  of this
Agreement,  to make  available  to the  Borrower a loan  facility in the maximum
aggregate amount of HK$50 million.


IT IS AGREED as follows:-

1.   DEFINITIONS AND CONSTRUCTION

1.1  Terms defined

In this Agreement, unless the context otherwise requires:-

"Advance" means an advance made or to be made by the Lender under this Agreement
or, as the case may be, the outstanding principal amount of any such advance.

"Affiliate"  means a Subsidiary or a Holding  Company of the Lender or any other
Subsidiary of that Holding Company.

"Auditors" means the auditors of the Borrower from time to time.

"Available Commitment" means, the Commitment at any time less the Outstandings.

"Banking Day" means a day (other than a Saturday) on which  dealings in deposits
in Dollars are carried on in Hong Kong and (if payment is required to be made on
such day) on which  banks are open for  business  in Hong Kong and the  relevant
place of payment hereunder.


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"Breakage  Costs" means the amount  determined  by the Lender to be the cost (if
any) of liquidating  deposits or re-employing funds taken or borrowed to make or
to maintain the Loan or any part thereof.

"Commitment" means the Loan as reduced from time to time by any cancellation, or
termination under the provisions of this Agreement.

"Default" means any Event of Default .

"Default  Rate"  means  the  annual  rate  determined  by the  Lender  to be the
aggregate  of (i) the  Margin,  (ii) Prime or, if the  provisions  of Clause 9.1
apply,  the cost to the  Lender  referred  to in Clause  9.3(b) and (iii) 3% per
annum.

"Dollars" and "HK$" means the lawful currency for the time being of Hong Kong.

"Drawdown Date" means in respect of any Advance,  the date which is specified as
the Drawdown  Date therefor in the relevant  Drawdown  Notice or (as the context
may require) the date on which that Advance is made to the Borrower.

"Drawdown Notice" means a notice substantially in the form of Schedule 1.

"Drawdown  Period" means the period commencing on the date of this Agreement and
ending on the earlier of (i) the date  falling 36 months  after the date of this
Agreement and (ii) the first  Banking Day on which the  Available  Commitment is
zero.

"Event of Default" means any of the events or circumstances  described in Clause
17.1.

"Facility"  means  the loan  facility  in the  maximum  aggregate  amount of the
greater of:

(a)  HK$50 million; and

(b)  two-thirds  of the proceeds of issues of debt or equity  securities  by the
     Lender (net of expenses attributable to such issues) from time to time,

to be made available on the terms set out in this Agreement.

"Final Repayment Date"  means the third anniversary of the first Drawdown Date.

"Financial Indebtedness" means any Indebtedness in respect of:-

     (a)  moneys borrowed and debit balances at banks; or

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<PAGE>


     (b)  any debenture, bond, note, loan stock or other security; or

     (c)  any acceptance credit; or

     (d)  receivables  sold or  discounted  (otherwise  than  on a  non-recourse
          basis); or

     (e)  the  acquisition  cost of any asset to the  extent  payable  before or
          after the time of  acquisition or possession by the party liable where
          the advance or deferred  payment is arranged  primarily as a method of
          raising finance or financing the acquisition of that asset; or

     (f)  leases  entered  into  primarily  as a method of  raising  finance  or
          financing the acquisition of the asset leased; or

     (g)  currency swap or interest swap, cap or collar arrangements; or

     (h)  amounts  raised  under any other  transaction  having  the  commercial
          effect of a borrowing or raising of money; or

     (i)  any guarantee,  indemnity or similar  assurance against financial loss
          of any person,

but no particular indebtedness shall be taken into account more than once.

"GAAP" means accounting principles generally accepted in Hong Kong.

"Group" means the Borrower, any Subsidiary of the Borrower and any other company
which is a Subsidiary of such company and  references to a "member of the Group"
shall be construed  to mean any person or entity  which is comprised  within the
Group.

"Holding  Company"  means in  relation  to any  person,  an entity of which that
person is a Subsidiary.

"Hong  Kong  SAR"  means  the Hong  Kong  Special  Administrative  Region of the
People's Republic of China.

"Indebtedness"  means any  obligation  for the  payment or  repayment  of money,
whether as  principal  or as surety  and  whether  present or future,  actual or
contingent,  primary  or  collateral,  several or joint,  secured or  unsecured,
subordinated or unsubordinated.

"Interest Payment Date" means the last day of an Interest Period.

"Interest  Period" means each period for the  calculation of interest in respect
of the Loan ascertained in accordance with Clauses 8.2 or 8.4.

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<PAGE>

"Loan"  means the  aggregate  principal  amount  borrowed by the Borrower on the
Drawdown  Dates or (as the context may require) the aggregate  principal  amount
owing to the Lender under this Agreement at any relevant time.

"London  Banking Day" means a day on which Dollar  deposits may be dealt with in
the London interbank market.

"Margin" means 2.5% per annum.

"Outstandings"  means at any relevant time the principal  amount of the Advances
owing to the Lender.

"Prime"  means the prime  lending  rate as quoted by the  Hongkong  and Shanghai
Banking Corporation Limited on the first Banking Day in the period in respect of
which interest is to be calculated;

"Security  Documents"  means this Agreement,  the charge over 50.1% of the issue
share  capital  of the  Borrower  by New Epoch  Holdings  Limited  and any other
document executed from time to time by whatever person as a further security for
the Borrower's obligations hereunder and "Security Document" means any of them;

"Security  Interest"  means any mortgage,  charge  (whether  fixed or floating),
pledge, lien, hypothecation,  assignment, security interest or other encumbrance
of any kind  securing or  conferring  any  priority of payment in respect of any
obligation of any person and includes any right granted by a transaction  which,
in legal  terms,  is not the  granting of security  but which has an economic or
financial  effect  similar to the  granting  of  security in each case under any
applicable law.

"Security  Party"  means each party to any  Security  Document  (other  than the
Lender) and "Security Parties" shall be construed accordingly.

"Subsidiary"  of a person  means any company or entity  directly  or  indirectly
controlled by such person, for which purpose "control" means either ownership of
more than fifty per cent. (50%) of the voting share capital (or equivalent right
of  ownership)  of such  company or entity or power to direct its  policies  and
management whether by contract or otherwise.

"Taxes" includes all present and future taxes, levies, imposts,  duties, fees or
charges of whatever  nature  together  with  interest  thereon and  penalties in
respect thereof and "Taxation" shall be construed accordingly.

1.2  Clause headings

Clause  headings  and the table of contents  are  inserted  for  convenience  of
reference only and shall be ignored in the interpretation of this Agreement.

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<PAGE>

1.3  Construction

In this Agreement, unless the context otherwise requires:-

(a)  references  to Clauses and  Schedules  are to be construed as references to
     the clauses of, and  schedules to, this  Agreement  and  references to this
     Agreement include its Schedules;

(b)  reference in a Clause to a sub-clause  shall be a reference to a sub-clause
     of that Clause;

(c)  references  to (or to any  specified  provision  of) this  Agreement or any
     other  document  shall be construed as references to this  Agreement,  that
     provision or that document as in force for the time being and as amended in
     accordance  with the  terms  thereof,  or,  as the  case  may be,  with the
     agreement of the relevant  parties and (where such consent is, by the terms
     of this  Agreement or the relevant  document,  required to be obtained as a
     condition to such amendment  being  permitted) the prior written consent of
     the Lender;

(d)  words importing the plural shall include the singular and vice versa;

(e)  references  to a person shall be construed  as including  references  to an
     individual, firm, company,  corporation,  unincorporated body of persons or
     any state or any agency thereof;

(f)  references to a document or agreement  being "in the agreed form" means any
     such  document or agreement  in the form  approved  and  initialled  by the
     Lender; and

(g)  any  reference  to the  "Lender"  shall,  where  the  context  permits,  be
     construed so as to include its and any subsequent  successors and permitted
     assigns in accordance with their respective interests.


2.   THE FACILITY

     Subject to the terms of this  Agreement,  the Lender  hereby agrees to make
     available to the Borrower a loan facility in the maximum  aggregate  amount
     of HK$50 million.

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<PAGE>

3.   PURPOSE

     The purpose of the  Facility is to assist the  Borrower  in  financing  the
     development  of the  internet  and  e-commerce  business  of the  Group and
     associated  companies  of a member of the Group and  accordingly,  the Loan
     shall be applied for that  purpose  but the Lender  shall not be obliged to
     concern itself with the application by the Borrower of the Loan.


4.   THE LOAN

4.1  Drawdown

     Subject to the terms and conditions of this  Agreement,  an Advance will be
     made by the  Lender to the  Borrower,  at any time and from time to time if
     the following conditions are fulfilled:-

(a)  not later than  10:00a.m.  (Hong Kong time) on the last  Banking Day before
     the proposed Drawdown Date of the relevant Advance, the Lender has received
     from the  Borrower a Drawdown  Notice  (receipt of which  shall  oblige the
     Borrower to borrow the amount  therein  requested on the Drawdown Date upon
     the terms and conditions of this Agreement);

(b)  the proposed Drawdown Date of each Advance, is a Banking Day falling within
     the Drawdown Period;

(c)  the proposed  amount of the  relevant  Advance is equal to or less than the
     Available Commitment; and

(d)  no Event of  Default  has  occurred  and is  continuing  or will occur as a
     result of the relevant Advance.

4.3  Payment of Proceeds

     All amounts to be made  available by the Lenders to the  Borrower  shall be
made  available  on the due date in  Dollars  in  immediately  available  freely
transferable cleared funds to the account of the Borrower.

4.4  Cancellation after Drawdown Period

     Any part of the Facility  which shall not have been drawn down or cancelled
     by the end of the  Drawdown  Period  shall  at that  time be  automatically
     cancelled  and the Available  Commitments  shall at that time be reduced to
     zero.


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<PAGE>

5.   CONDITIONS PRECEDENT

5.1  Documentary Conditions Precedent

     The obligation of the Lender under this  Agreement  shall be subject to the
     condition that the Lender,  or its duly  authorised  representative,  shall
     have received before the each Drawdown  Notice is given,  the documents and
     evidence  specified in Schedule 2, each in form and substance  satisfactory
     to the Lender.

5.2  Further conditions

     The  obligation of the Lender to make  available the Loan is subject to the
     further conditions that at the time of the making of the Loan:-

(a)  the Lender  has  completed  the  acquisition  of 49.9% of the issued  share
     capital of the Borrower  pursuant to the Sale and Purchase  Agreement dated
     24th June, 2000 entered into between,  inter alia, the Lender and New Epoch
     Holdings  International  Limited for not less than 28  calendar  days or if
     earlier,  after the  Lender  has  placed  new  shares in the  Lender for an
     aggregate consideration of not less than HK$50 million;

(b)  no event mentioned in Clause 9.1 occurs or has occurred;

(c)  the  representations  and  warranties  set out in Clause  15.1 are true and
     correct on and as of each such time as if each was made with respect to the
     facts and circumstances existing at such time; and

(d)  no Default  shall have  occurred and be continuing or would result from the
     making of the Loan.


6.   REPAYMENT

6.1  The  Borrower  shall  repay  the Loan in full in one  amount  on the  Final
     Repayment  Date  together with all interest  accrued  thereon and all other
     amounts payable hereunder.

6.2  No part of the Loan repaid shall be available for reborrowing.


7.   PREPAYMENTS AND CANCELLATION

7.1  Voluntary prepayments

     The Borrower may prepay, without premium or penalty, all or any part of the
     Loan on any  Interest  Payment  Date or on any other  Banking Day  provided
     that:-

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<PAGE>


     (a)  the  Borrower  shall  have  given to the  Lender not less than 14 days
          prior  written  notice  specifying  the  amount and  proposed  date of
          prepayment; and

     (b)  the  amount  of  any  partial   prepayment  shall  be  not  less  than
          HK$1,000,000 or an integral multiple thereof.

7.2  Additional Amounts on prepayments

     Prepayments  under  this  Agreement  shall be made  together  with  accrued
     interest  thereon  and all  other  sums  then due and  payable  under  this
     Agreement.

7.3  Cancellation of the Loan

     The  Borrower  may,  by giving to the Lender  not less than 30 days'  prior
     written  notice  specifying  the  amount to be  cancelled,  cancel  without
     premium or penalty all or any part (but, if in part, being an amount of not
     less than HK$1,000,000 or integral multiples thereof) of the Facility.  Any
     cancellation  in part shall reduce the  commitment  of the Lender under the
     Facility rateably.

7.4  Irrevocability

     Any notice of prepayment or  cancellation  given by the Borrower under this
     Agreement  shall be  irrevocable,  shall  specify  the date upon which such
     prepayment or  cancellation is to be made and the amount of such prepayment
     or  cancellation  and shall oblige the Borrower to make such  prepayment or
     cancellation on such date.

7.5  Limitation on prepayments

     The  Borrower  may not  voluntarily  prepay or repay all or any part of the
     Loan or cancel any part of the Loan under the Facility  except at the times
     and in the manner  expressly  provided for in this Agreement.  The Borrower
     shall not be  entitled  to  reborrow  any amount  prepaid  pursuant to this
     Agreement.

7.6  Application of prepayments

     The Lender  shall  apply any partial  prepayment  made in  accordance  with
     Clause 7.1 pro tanto against the  Borrower's  repayment  obligations  under
     Clause 6. Any prepayment made in accordance with Clause 9.4, Clause 10.1 or
     Clause 11 shall reduce  rateably the remaining  obligations of the Borrower
     under Clause 6.

8.   INTEREST

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<PAGE>

8.1  Interest Rate

     The  Borrower  shall pay interest in arrears on the Loan in respect of each
     Interest  Period  on the last day of such  Interest  Period at the rate per
     annum  determined  by the Lender to be the  aggregate of (i) the Margin and
     (ii) Prime for that Interest Period.

8.2  Interest Periods

     The Interest Periods  applicable to the Loan shall be of 12 months duration
     provided that:-

     (a)  the first  Interest  Period in relation to the Loan shall  commence on
          the first Drawdown Date;

     (b)  each Interest Period (other than the first) shall commence on the last
          day of the preceding Interest Period;

     (c)  if any  Interest  Period  would  otherwise  end on a  non-Banking  Day
          interest payable in respect of that period shall instead be payable on
          the next  following  Banking Day in which case no  adjustment is to be
          made to the amount of interest payable;

     (d)  if any Interest Period commences on the last Banking Day of a calendar
          month or on a day for which there is no numerically  corresponding day
          in the calendar  month 12 months  thereafter  as the case may be, that
          Interest  Period  shall,  subject  to  paragraph  (e) end on the  last
          Banking Day of such later calendar month;

     (e)  any Interest  Period  which would  otherwise  extend  beyond the Final
          Repayment Date shall instead end on that date.

8.3  Day Count Fraction

     Interest  shall accrue from day to day, shall be calculated on the basis of
the actual number of days elapsed and a 360 day year, including the first day of
the period during which it accrues but excluding the last.

8.4  Default interest

     If the Borrower fails to pay any sum on its due date for payment under this
Agreement,  the Borrower  shall on demand by the Lender pay interest on such sum
from the due date up to the date of  actual  payment  (as well  after as  before
judgment) at the Default Rate.  Such interest  shall be compounded  monthly,  or
following such longer period as the Lender shall deem appropriate.


9.   SUBSTITUTE BASIS

9.1  Market disruption

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<PAGE>

     If, in relation to any Interest Period:-

     (a)  the Lender  determines  (which  determination  shall be conclusive and
          binding)  that by  reason  of  circumstances  affecting  the Hong Kong
          interbank market generally, adequate and fair means do not or will not
          exist for ascertaining Prime for that Interest Period; or

     (b)  the Lender  determines that deposits in Dollars in the required amount
          for the relevant Interest Period are not available to it in the London
          interbank market or that Prime does not adequately reflect the cost to
          the Lender of obtaining funds for that Interest Period,

     the Lender shall promptly notify the Borrower accordingly.

9.2  Consultation and Agreement

     Immediately  following  the  notification  referred to in Clause  9.1,  the
     Borrower  and the  Lender  shall  negotiate  in good  faith  with a view to
     agreeing upon a substitute  basis for determining  the applicable  interest
     rate. If a substitute basis is agreed within a period of 30 days after such
     notification  or such longer period for  discussion as the Borrower and the
     Lender may agree,  that  substitute  basis  shall take effect in respect of
     such Interest Period in accordance with its terms.

9.3  No agreement

     If a  substitute  basis is not so agreed  and the Loan has been  made,  the
     Borrower  shall pay  interest  on the Loan to the Lender  for the  relevant
     Interest Period at the rate per annum equal to the aggregate of:-

     (a)  the Margin; and

     (b)  the cost  (expressed  as an  annual  interest  rate) to the  Lender of
          funding the Loan during the relevant  Interest Period (as conclusively
          determined by the Lender).

9.4  Prepayment

     If a substitute  basis is not so agreed pursuant to Clause 9.2, if the Loan
     has been made, the Lender or the Borrower may request the prepayment of the
     Loan, by giving  written notice to the other  specifying a prepayment  date
     which is not less than 30 days  after  such  notice  is given.  On the date
     specified  in the notice the Facility  shall be cancelled  and the Borrower
     shall prepay the Loan in full together with interest thereon to the date of
     prepayment  and all other sums payable  hereunder.  For this  purpose,  the
     interest rate from time to time applicable to the Loan shall be the rate as
     ascertained  in  accordance  with Clause 9.3 in  relation  to the  relevant
     period.

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<PAGE>


10.  INCREASED COSTS

10.1 If the result of any change in, or the introduction of, any law, regulation
     or  regulatory   requirement  or  any  change  in  the   interpretation  or
     application  thereof or compliance  by the Lender or any of its  Affiliates
     with any direction, request or requirement (whether or not having the force
     of law) of any  central  bank,  monetary,  regulatory  or  other  authority
     (including,  in each case without  limitation,  those relating to Taxation,
     capital adequacy, liquidity, reserve assets and special deposits) is to:-

     (a)  subject  the  Lender or any of its  Affiliates  to Taxes or change the
          basis of Taxation of the Lender or any of its Affiliates  with respect
          to any payment under this  Agreement  (other than Taxes or Taxation on
          the  overall  net  income  or  profits  of  the  Lender  or any of its
          Affiliates  imposed in the jurisdiction in which it is incorporated or
          in which its lending office under this Agreement is located); and/or

     (b)  increase the cost of, or impose an  additional  cost on, the Lender or
          any of its  Affiliates  in  relation  to the  making,  maintaining  or
          funding the Loan; and/or

     (c)  reduce the amount payable or the effective return to the Lender or any
          of its Affiliates under this Agreement; and/or

     (d)  reduce the  Lender's or any of its  Affiliates'  rate of return on its
          overall  capital  by reason  to a change in the  manner in which it is
          required to allocate capital  resources to its obligations  under this
          Agreement; and/or

     (e)  require the Lender or any of its Affiliates to make a payment or forgo
          a return on or  calculated  by  reference  to any amount  received  or
          receivable by it under or by reason of this Agreement,

     then and in each such case:-

     (i)  the Lender shall notify the Borrower in writing of such event promptly
          upon its becoming aware of the same; and

     (ii) the  Borrower  shall on demand pay to the Lender the amount  which the
          Lender  certifies as the amount  required to compensate  the Lender or
          its Affiliates for such increased cost, reduction,  payment or forgone
          return; and

     (iii)the Borrower and the Lender  shall  discuss in good faith  whether any
          alternative  arrangement  may be made to avoid  such  increased  cost,
          reduction,   payment  or  foregone  return.  If  no  such  alternative
          arrangement is agreed,  the Borrower may prepay the Loan together with
          accrued interest thereon to the date of actual payment,  on giving not
          less than 30 days' prior written  notice to the Lender,  provided that
          such  notice  is  given  within  60  days  of the  notification  under
          paragraph (i) above.  The Facility shall be cancelled on the giving of
          such notice..

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<PAGE>

10.2 Allocation

     The Lender may in good faith  allocate or spread costs and/or  losses among
     its  assets  and  liabilities  (or any class  thereof)  or such basis as it
     reasonably considers appropriate.  A demand may be made by the Lender under
     this Clause at any time whether or not the Loan has been repaid.

11.  ILLEGALITY

     If it  shall  become  unlawful  any  change  or  introduction  of any  law,
     regulation,   treaty,   or  official   directive   or  any  change  in  the
     interpretation or application  thereof,  shall make it unlawful or contrary
     to such regulation,  treaty or official  directive,  as the case may be, in
     any jurisdiction  applicable to the Lender for the Lender to make available
     or fund or  maintain  the  Loan or to give  effect  to its  obligations  as
     contemplated  hereby,  the Lender shall promptly upon becoming aware of the
     same,  by  written  notice  to the  Borrower,  declare  that  the  Lender's
     obligations shall be terminated forthwith whereupon the Borrower will if so
     required  pursuant to such law,  regulation,  treaty or official  directive
     prepay forthwith (or, if permitted by the relevant law, regulation,  treaty
     or official directive,  at the end of the then current Interest Period) the
     Loan. The Facility shall be cancelled on the giving of such notice.


12.  INDEMNITIES

12.1 General Indemnity

     The Borrower shall,  on demand by the Lender,  indemnify the Lender against
     all costs, losses, expenses and liabilities, including (without limitation)
     Breakage Costs and loss of margin, which the Lender may sustain or incur as
     a consequence of all or any of:-

     (a)  any default in payment on the due date by the  Borrower of any sum due
          or expressed to be due under this Agreement;

     (b)  the occurrence or continuation of any Event of Default or Default;

     (c)  any accelerated repayment under Clause 17 (Events of Default);

     (d)  any  failure  to  borrow  in  accordance  with  the  Drawdown  Notice,
          including any failure by it to satisfy any of the conditions in Clause
          5;

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<PAGE>


     (e)  any  repayment or  prepayment  of the Loan or any part thereof  (other
          than in accordance with the provisions of Clause 7); or

     (f)  any payment of principal or an overdue  amount being received from any
          source otherwise than on the last day of an Interest Period subject to
          Clauses 8.2 and 13.5.

12.2 Currency Indemnity

     If an amount due to the  Lender  from the  Borrower  in one  currency  (the
     "first  currency")  is  received  by the  Lender in another  currency  (the
     "second currency"),  the Borrower's obligations to the Lender in respect of
     such  amount  shall only be  discharged  to the extent  that the Lender may
     purchase the first currency with the second currency in accordance with its
     normal banking  practice.  If the amount of the first currency which may be
     so purchased  (after  deducting any costs of exchange and any other related
     costs) is less than the amount so due, the  Borrower  shall  indemnify  the
     Lender against the shortfall.

13.  PAYMENTS

13.1 Place

     All  payments by the  Borrower  under this  Agreement  shall be made to the
     Lender  to its  account  at such  office  or bank as it may  notify  to the
     Borrower for this purpose.

13.2 Funds

     Payments  under this  Agreement  shall be made for value on the due date at
     such times and in such funds as the Lender may  specify as being  customary
     at the time for the settlement of Dollars.

13.3 Set-off and counterclaim

     All  payments  made by the  Borrower  under  this  Agreement  shall be made
     without set-off or counterclaim.

13.4 Refunds

     Where any sum is to be paid  under  this  Agreement  to the  Lender for the
     account of another  person,  the Lender may assume that the payment will be
     made when due and may (but shall not be obliged to) make such sum available
     to the person so  entitled.  If it proves to be the case that such  payment
     was not made to the  Lender,  then the  person to whom such sum was so made
     available  shall on request  refund  such sum to the Lender  together  with
     interest thereon sufficient to compensate the Lender for the cost of making
     available  such sum up to the date of such repayment and the person by whom
     such sum was  payable  shall  indemnify  the Lender for any and all loss or
     expense which the Lender may sustain or  reasonably  incur as a consequence
     of such sum not having been paid on its due date.

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<PAGE>

13.5 Business Day Convention

     When any payment under this Agreement would otherwise be due on a day which
     is not a Banking  Day,  the due date for payment  shall be the  immediately
     following  Banking Day and (subject to clause 8.2) the amount payable shall
     be adjusted accordingly.

13.6 Certificates

     Any certificate or  determination  of the Lender as to any rate of interest
     or any other amount  pursuant to and for the purposes of this  Agreement or
     any  Security  Document  shall,  in  the  absence  of  manifest  error,  be
     conclusive and binding on the Borrower.  Any such certificate shall set out
     the basis of computation in reasonable detail.


14.  TAXES

14.1 Taxes

     If at  any  time  the  Borrower  is  required  to  make  any  deduction  or
     withholding  in respect of Taxes or  otherwise  from any  payment due under
     this Agreement for the account of the Lender, the sum due from the Borrower
     in respect of such payment  shall be  increased to the extent  necessary to
     ensure that, after the making of such deduction or withholding,  the Lender
     receives  on the due date for such  payment  (and  retains,  free  from any
     liability in respect of such  deduction or  withholding) a net sum equal to
     the sum which it would have received had no such  deduction or  withholding
     been  required  to be made and the  Borrower  shall  indemnify  the  Lender
     against any losses or costs incurred by the Lender by reason of any failure
     of the Borrower to make any such  deduction or  withholding or by reason of
     any increased payment not being made on the due date for such payment.  The
     Borrower shall promptly deliver to the Lender any receipts, certificates or
     other proof  evidencing  the amounts (if any) paid or payable in respect of
     any deduction or withholding as aforesaid.

14.2 Tax Credits

     If the Borrower pays any increased  amount under Clause 14.1 and the Lender
     effectively obtains a refund of tax or credit against tax by reason of that
     payment, and if the Lender is able (in its sole opinion, which shall not be
     capable of being  challenged)  to  identify  that refund or credit as being
     attributable  to that payment having regard to its other  activities,  then
     the  Lender  shall  reimburse  to the  Borrower  such  amount  as it  shall
     determine (any such determination being conclusive) to be the proportion of
     that refund or credit as will leave the Lender after that  reimbursement in
     no better or worse  position than it would have been in if that payment had
     not been  required.  The Lender  shall not be  obliged  to arrange  its tax
     affairs in any particular  manner or to disclose any information  regarding
     its tax affairs or commutations to the Borrower.

                                       14
<PAGE>


15.  REPRESENTATIONS AND WARRANTIES

15.1 Representations and Warranties

     The Borrower represents and warrants to the Lender that:-

(a)  Status:  the Borrower is a company duly  incorporated  and validly existing
     under the laws of the British Virgin Islands and has full power,  authority
     and legal right to own its property and assets and to carry on its business
     as such business is now being conducted;

(b)  Power and  Authority:  the  Borrower  has all legal power and  authority to
     enter into this Agreement and each of the Security Documents to which it is
     a party and perform its  obligations  under this  Agreement and each of the
     Security  Documents  to which it is a party and all action  (including  any
     corporate  action) required to authorise the execution and delivery of this
     Agreement and each of the Security Documents to which it is a party and the
     performance  of its  obligations  under  this  Agreement  and  each  of the
     Security  Documents  to which it is a party has been duly taken (or, in the
     case of any board  meetings  required in respect of the same,  will be duly
     taken prior to any Drawdown Date);

(c)  Legal  Validity:  this  Agreement  and the Security  Documents to which the
     Borrower is a party  constitutes  or, when so executed and delivered,  will
     constitute  legal,  valid and  binding  obligations  of the  Borrower  and,
     subject to the usual  qualifications  as to matters of law,  enforceable in
     accordance with their terms;

(d)  Non-conflict  with laws:  the entry into and  performance of this Agreement
     and each of the Security Documents to which the Borrower is a party and the
     transactions  contemplated  by this  Agreement  and  each  of the  Security
     Documents  to which the  Borrower  is a party do not and will not  conflict
     with or result in a breach of (i) any law,  judgment or  regulation  or any
     official or judicial  order,  or (ii) the  constitutional  documents of the
     Borrower,  or (iii) any  agreement  or document to which the  Borrower is a
     party or which is  binding  upon it or any of its assets or  revenues,  nor
     cause any  limitation  placed on it or the  powers of its  directors  to be
     exceeded or result in the creation or imposition  of any Security  Interest
     on any of its assets or  revenues  pursuant to the  provisions  of any such
     agreement or document;

                                       15
<PAGE>

(e)  No consents:  no consent of, giving of notice to, or registration  with, or
     taking of any other  action in respect of, any  governmental  authority  or
     agency in Hong Kong or any other relevant  jurisdiction or any shareholders
     or  creditors of the  Borrower is required  for or in  connection  with the
     execution, validity, delivery, enforceability and admissibility in evidence
     in  proceeding of this  Agreement  and the Security  Documents to which the
     Borrower is a party  (other  than  registrations  thereof at the  Companies
     Registry in Hong Kong),  or the carrying out by, the Borrower of any of the
     transactions contemplated hereby or thereby;

(f)  Litigation:  no  litigation,  arbitration or  administrative  proceeding is
     currently  taking place or pending or, to the  knowledge  of the  Borrower,
     threatened  against the Borrower or its assets which would adversely affect
     its  financial  condition or its ability to perform its  obligations  under
     this Agreement or the Security Documents to which it is a party;

(g)  Taxes on  payments:  all  payments  to be made by the  Borrower  under this
     Agreement  and each of the  Security  Documents  to which the Borrower is a
     party may be made by the Borrower free and clear of, and without  deduction
     for,  Taxes and no  deductions  or  withholdings  are  required  to be made
     therefrom;

(h)  Pari passu ranking: the obligations of the Borrower hereunder rank at least
     pari  passu  with  all  its  other   present  and  future   unsecured   and
     unsubordinated  obligations save for any obligations  mandatorily preferred
     by law and not by contract;

(i)  Ownership  of assets:  each  member of the Group has good title to or valid
     leases of all its assets which are reflected in the financial statements as
     at the date hereof subject to no Security  Interest  except as disclosed in
     such  financial  statements  or as created  by the  Security  Documents  or
     otherwise  permitted under Clause 16.8;

(j)  Tax  Liabilities:  the Borrower have complied with all Taxation laws in all
     jurisdictions in which they are subject to Taxation and have paid all Taxes
     due and  payable by each of them;  no  material  claims are being  asserted
     against them with respect to Taxes;

(k)  No Default: no Default has occurred and is continuing;

(l)  No Immunity:  the Borrower is generally subject to civil and commercial law
     and to legal  proceedings and neither the Borrower nor any of its assets or
     revenues is entitled to any immunity or privilege  (sovereign or otherwise)
     from any set-off, judgment, execution, attachment or other legal process;

(m)  Other  Information:  all  financial and other  information  (other than any
     plans  or  projections)  supplied  to the  Lender  by or on  behalf  of the
     Borrower or any other Security Party in connection with the Facility or the
     matters envisaged therein is to the best of the Company's  knowledge (based
     on  information  available  at the time) true and  accurate in all material
     respects;

                                       16
<PAGE>

(n)  Security Interests over Assets:  save as may be permitted by Clause 16.8 or
     as created by the Security Documents,  no Security Interest exists over all
     or any of the  present  or future  revenues  or assets of any member of the
     Group;

(o)  Choice of Law: in any proceedings taken in the Hong Kong SAR in relation to
     this Agreement, the choice of the law of the Hong Kong SAR as the governing
     law of this Agreement and any judgment  obtained in the Hong Kong SAR would
     be recognised and enforced.

15.2 Repetition

     The  representations  and  warranties  in Clause 15.1 shall be deemed to be
     repeated by the Borrower throughout the continuance of this Agreement as if
     made, with reference to the facts and  circumstances  existing from time to
     time.

16.  UNDERTAKINGS

16.1 Duration

     The  undertakings  in this Clause  shall remain in force from and after the
     date hereof and so long as any sum remains payable under this Agreement.

16.2 Information

     The Borrower will furnish to the Lender:-

(a)  as soon as they are  available,  but in any event  within 90 days after the
     end of  each  of its  financial  years,  copies  of the  audited  financial
     statements  (including a profit and loss  account and balance  sheet and in
     the case of the Borrower, prepared on a consolidated basis) of the Borrower
     and each of its Subsidiaries in respect of such financial year;

(b)  as soon as they are  available,  but in any event  within 60 days after the
     end of each half of each of its  financial  years,  copies of the unaudited
     financial statements (including a profit and loss account and balance sheet
     prepared on a basis consistent with the audited financial statements of the
     relevant  company  and  in  the  case  of  the  Borrower,   prepared  on  a
     consolidated basis) of the Borrower and each of its Subsidiaries in respect
     of such 6 months period;

                                       17
<PAGE>

(c)  promptly  on  request,  all notices or other  documents  despatched  by the
     Borrower  to  the  Borrower's  shareholders  or  creditors  (or  any  class
     thereof);

(d)  promptly on request,  such further information in the possession or control
     of the Borrower or of any of its Subsidiaries with respect to the financial
     condition  and  operations of the Borrower or any other member of the Group
     as the Lender may from time to time reasonably request;

(e)  promptly,   details  of  any  actual,  pending  or  threatened  litigation,
     arbitration or administrative proceedings against the Borrower or any other
     member  of  the  Group  or any  of  their  respective  assets  which  might
     materially and adversely affect the Borrower's  financial  condition or its
     ability to perform its obligations under this Agreement.

All  audited  financial  statements  required  hereunder  shall be  prepared  in
accordance  with  applicable  laws and regulations of the British Virgin Islands
and  Hong  Kong  and  generally  accepted  accounting  principles  and  policies
consistently  applied and show a true and fair view of the financial position of
the Borrower  and each member of the Group or the Group,  as the case may be, as
at the end of, and the results of their respective operations for, the financial
period to which they relate, and as at the end of such period.

16.3 Records

     The Borrower  shall keep proper  records and books of account in respect of
     its business and that of its  Subsidiaries and permit the Lender and/or any
     professional  consultants  appointed by the Lender at all reasonable  times
     upon prior  notice to inspect  and examine the records and books of account
     of the Borrower and its Subsidiaries.

16.4 Notification of Defaults

     The  Borrower  will notify the Lender in writing of any  Default  forthwith
     upon the occurrence thereof.

16.5 Compliance certificates

     The Borrower will within 90 days of the end of each of its financial  years
     and also  promptly at the  request of the Lender from time to time  furnish
     the Lender with a  certificate  signed by the Auditors  certifying  that no
     Default  has  occurred  and is  continuing  or,  if the same has  occurred,
     specifying  the  Default or event and the steps  being  taken to remedy the
     same.

16.6 Consents

                                       18
<PAGE>


     The  Borrower  will  obtain  and  promptly  renew  from  time to  time  and
     thereafter  maintain  in full force and  effect,  and will  comply with and
     promptly   furnish   certified   copies  to  the   Lender   of,   all  such
     authorisations,  approvals,  consents,  licences and  exemptions  as may be
     required under any applicable law or regulation to enable it to perform its
     obligations under this Agreement or the Security Documents to which it is a
     party or required for the validity or  enforceability  of this Agreement or
     the Security Documents to which it is a party.

16.7 Pari passu ranking

     The Borrower  undertakes that its obligations  hereunder do and will at all
     times rank at least pari passu with all other present and future  unsecured
     obligations of the Borrower save for any obligations preferred by law.

16.8 Mergers

     The Borrower will not without the prior written  consent of the Lender take
     any step with a view to dissolution, liquidation or winding-up.

16.9 Maintenance of status and franchises

     (a)  The Borrower  will do all such things as are necessary to maintain its
          corporate  existence in good standing and to conduct its business in a
          proper  and  efficient   manner  and  in  compliance  with  all  laws,
          regulations, authorisations,  agreements and obligations applicable to
          it and pay all Taxes imposed on it when due.

     (b)  The Borrower will and will procure that each other member of the Group
          will,  ensure that it has the right and is duly  qualified  to conduct
          its  business  as it is or is  intended  as at the date  hereof  to be
          conducted in all applicable jurisdictions and will obtain and maintain
          all franchises and rights necessary for the conduct of its business.

16.10 Indebtedness

     Save with the consent of the Lender,  no member of the Group will borrow or
     obtain  credit or execute any  guarantees or  indemnities  in favour of any
     person  other  than  another  member  of the  Group  (other  than  any such
     guarantees  which arise in the  ordinary  course of  business) or incur any
     other Financial  Indebtedness (in any such case if the total amount of such
     Financial  Indebtedness would at any time exceed the Financial Indebtedness
     as at the date of this Agreement) to the extent that it will materially and
     adversely affect the value of the assets secured by the Security Documents.

16.11 Lending

                                       19
<PAGE>


     The  Borrower  will not and will  procure that no other member of the Group
     will  make  or  grant  any  loan  or  advance  to the  extent  that it will
     materially  and  adversely  affect the value of the  assets  secured by the
     Security Documents.


17.  EVENTS OF DEFAULT

17.1 There  shall be an Event of Default  if, for any reason and  whether or not
     for a reason outside the control of the Borrower:-

     (a)  Non-payment:  the Borrower fails to pay any sum due from it under this
          Agreement  or any  Security  Document to which it is a party within 10
          days of the due date,  in the  currency  and in the manner  stipulated
          herein or therein Provided that such non-payment  shall not constitute
          an Event of Default if it is solely due to administrative or technical
          reasons  affecting  the  transfer  of  funds  despite  timely  payment
          instructions having been given by the Borrower; or

     (b)  Other Breach:  the Borrower or any other  Security Party fails duly to
          comply  with  any of its  respective  obligations  (other  than  those
          referred  to in Clause  17.1(a))  under this  Agreement  or any of the
          Security  Documents  within  10 days of the due date  therefor  and in
          respect  only of a  failure  which in the  opinion  of the  Lender  is
          capable  of  remedy,  does not remedy  such  failure  to the  Lender's
          satisfaction  within 7 days after  receipt of written  notice from the
          Lender requiring it to do so; or

     (c)  Breach of  Representation:  any  representation  or  warranty  made or
          deemed to be made or repeated by or in respect of the  Borrower or any
          other  Security  Party in or pursuant to this  Agreement or any of the
          Security  Documents is or proves to have been  incorrect or misleading
          in any respect considered by the Lender to be material; or

     (d)  Consents:  any  consent,  authorisation,  licence or  approval  of, or
          registration with or declaration to,  governmental or public bodies or
          authorities  or courts  required by the Borrower or any other Security
          Party to authorise,  or required by the Borrower or any other Security
          Party  in  connection  with,  the  execution,  delivery,  performance,
          validity,   enforceability   or  admissibility  in  evidence  of  this
          Agreement  or any of the  Security  Documents  is modified in a manner
          unacceptable  to  the  Lender  or is  not  granted  or is  revoked  or
          terminated or expires and is not renewed or otherwise  ceases to be in
          full force and effect and, in any such case,  such event is materially
          prejudicial  to the  Borrower's  ability  to perform  its  obligations
          hereunder; or

     (e)  Creditors:  a creditor attaches or takes possession of, or a distress,
          execution sequestration or other process is levied or enforced upon or
          sued out against, any of the material undertakings,  assets, rights or
          revenues  of any member of the Group and is not  discharged  within 20
          days or any step is taken to enforce  any  present or future  Security
          Interest  on or over  all or any  substantial  part of the  assets  or
          revenues of the  Borrower  and is not  released  or revoked  within 20
          days; or

                                       20
<PAGE>

     (f)  Suspension  of Debts:  any member of the Group  stops or  suspends  or
          threatens to stop or suspend  payment of all or any  material  part of
          its debts or is unable  or admits  inability  to pay its debts as they
          fall due or commences  negotiations  with one or more of its creditors
          or takes any  proceedings  or other  step  with a view to the  general
          readjustment  or  rescheduling  or a moratorium  of all or part of its
          Financial Indebtedness or proposes a general assignment or enters into
          any composition or other  arrangement for the benefit of its creditors
          generally or any class of creditors or  proceedings  are  commenced in
          relation  to any  member of the Group  under  any law,  regulation  or
          procedure relating to reconstruction or readjustment of debts; or

     (g)  Winding-up:  any  person  takes any  action,  or any  proceedings  are
          started or other steps taken by any person,  for (i) any member of the
          Group to be  adjudicated  or found  bankrupt  or  insolvent,  (ii) the
          winding-up,  re-organisation,  reconstruction  or  dissolution  of the
          Borrower  or (iii) the  appointment  of a  liquidator,  administrator,
          trustee, receiver or similar officer of any member of the Group of the
          whole or a material  part of their  respective  undertakings,  assets,
          rights  or  revenues  and such  action,  proceedings  or steps are not
          discontinued, withdrawn or dismissed within 14 days; or

     (h)  Other  Jurisdictions:  any event  occurs or  proceeding  is taken with
          respect to any member of the Group in any  jurisdiction to which it is
          subject which has an effect equivalent or similar to any of the events
          mentioned in sub-clauses(e), (f) or (g); or

     (i)  Suspension  of  Business  or  Expropriation:  any  member of the Group
          suspends  or ceases or  threatens  to suspend or cease to carry on its
          business or any  substantial  part  thereof or changes or threatens to
          change  the nature or scope of its  business  or any  governmental  or
          other authority  expropriates,  seizes,  or  compulsorily  acquires or
          threatens to  expropriate,  seize or  compulsorily  acquire all or any
          substantial part of its business or assets; or

     (j)  Illegality:  it becomes or will  become  unlawful  at any time for the
          Borrower  or any other  Security  Party to  perform  all or any of its
          respective  obligations  under this  Agreement  or any of the Security
          Documents or any of the respective  obligations of the Borrower or any
          other  Security  Party  under this  Agreement  or any of the  Security
          Documents  are not or cease to be or is claimed by it not to be legal,
          valid and binding and in full force and effect; or

                                       21
<PAGE>

     (k)  Repudiation:  the Borrower or any other Security Party repudiates this
          Agreement  or any of the  Security  Documents  or does or causes to be
          done  any act or thing  evidencing  an  intention  to  repudiate  this
          Agreement  or  any  of  the  Security   Documents  or  any  action  or
          proceedings  are commenced  (and not  withdrawn or dismissed  within a
          period of 14 days after its  commencement)  to enjoin or restrain  the
          performance  of or compliance  with any  respective  obligation of the
          Borrower or any other  Security  Party under this  Agreement or any of
          the  Security  Documents  or  otherwise  dispute  the  ability  of the
          Borrower  or any other  Security  Party to enter  into,  exercise  its
          respective  rights or  perform  or comply  with any of its  respective
          obligations under this Agreement or any of the Security Documents; or

     (l)  Material adverse change: any other event occurs or circumstance arises
          which,  in the  reasonable  opinion of the Lender (after  consultation
          with the Borrower), is likely,  materially and adversely to affect the
          ability  of the  Borrower  to  perform  all  or any of its  respective
          obligations  under or  otherwise  to  comply  with  the  terms of this
          Agreement or any of the Security Documents; or

     (m)  Lenders  shareholding:  the Lender's  percentage  shareholding  in the
          Borrower  is reduced  below 49.9% of the issued  share  capital of the
          Borrower by reason of any new Issue of Shares by the Borrower  without
          the Lender's consent; or

     (n)  Control  of  Borrower   and  its   investment:   New  Epoch   Holdings
          International Limited shall cease to hold at least 50.1% of the issued
          share  capital of the Borrower or Mr. Fok Chun Yue shall cease to hold
          at least 50.1% of New Epoch Holdings International Limited.

17.2 Acceleration

     The Lender may, without prejudice to any other rights of the Lender, at any
     time after the  happening of an Event of Default and so long as the same is
     continuing by notice to the Borrower:-

     (a)  declare that the  obligation of the Lender to make the Loan  available
          shall be  terminated,  whereupon the Facility shall be reduced to zero
          forthwith; and/or

     (b)  declare that the Loan,  all interest and all other sums payable  under
          this Agreement have become due and payable,  whereupon the same shall,
          immediately or in accordance with the terms of such notice, become due
          and payable  without  further  demand or other legal  formality of any
          kind; and/or

     (c)  take any action,  exercise  any other right or pursue any other remedy
          conferred  upon  the  Lender  by this  Agreement  or any of the  other
          Security Documents or by any applicable law or regulation or otherwise
          as a consequence of such Event of Default.

                                       22
<PAGE>


18.  ASSIGNMENT AND TRANSFER

18.1 Benefit of Agreement

     This  Agreement  shall be binding  upon,  and enure for the  benefit of the
     Lender and the Borrower and their respective successors.

18.2 Assignments by Borrower

     The Borrower  may not assign or transfer  any of its rights or  obligations
     under this Agreement.

18.3 Assignments  by the Lender The Lender may assign or  otherwise  transfer or
     grant  participations in all or any part of its rights under this Agreement
     and the Security Documents to any of its affiliates (an "Assignee") without
     the consent of the Borrower.

18.4 References

     If the Lender assigns or transfers all or any part of its rights,  benefits
     and/or  obligations in accordance with this Clause all relevant  references
     in this Agreement and each Security Document to the Lender shall thereafter
     be construed as a reference to the Lender and/or its Assignee to the extent
     of their respective interests.

18.5 Disclosure

     The Lender may disclose on a confidential  basis to a prospective  assignee
     or transferee or to any other person who may propose  entering into, or who
     has entered into, contractual relations with the Lender in relation to this
     Agreement  such  information  about the Borrower  and/or any other Security
     Party as the  Lender  shall  consider  necessary  in  connection  with such
     assignment on transfer.

18.6 Transfer or Assignment

     In the event of any transfer or assignment  pursuant to this Clause 18, the
     Borrower or any other  Security Party shall not, by reason of such transfer
     or  assignment  or by reason of the place of  incorporation  or location of
     such transferee, participant, assignee or lending office, be obliged to pay
     any greater  amount under this  Agreement or any of the Security  Documents
     than it would have been obliged to pay had no such  transfer or  assignment
     (as the  case  may be)  taken  place  but so that  this  shall  be  without
     prejudice to any liability of the Borrower or any other  Security  Party to
     pay such  Assignee  or the Lender (as the case may be) any  increased  cost
     which arises subsequent to the date of such transfer or assignment.

                                       23
<PAGE>


19.  EXPENSES

19.1 Expenses

     The  Borrower  shall  pay to  the  Lender  on  demand  and in the  currency
     specified by the Lender:-

     (a)  all reasonable expenses  (including legal,  printing and out-of-pocket
          expenses)  incurred by the Lender in connection with the  negotiation,
          preparation,  registration  (where  relevant)  and  execution  of this
          Agreement and the Security Documents and any amendment of extension of
          or the granting of any waiver or consent  under this  Agreement or any
          of the Security Documents; and

     (b)  all expenses (including legal and out-of-pocket  expenses) incurred by
          the Lender in connection  with, the enforcement of, or preservation of
          any rights under this Agreement or any of the Security  Documents,  or
          otherwise in respect of the moneys  owing under this  Agreement or any
          of the Security  Documents  together with interest at the Default Rate
          from the date on which  such  expenses  were  incurred  to the date of
          payment (as well after as before judgment).

19.2 Stamp Duty

     The Borrower shall pay all stamp,  documentary,  registration or other like
     duties or taxes  (including  any  duties or taxes  payable  by the  Lender)
     imposed on or in connection  with this  Agreement , any Security  Document,
     the  Facility  or the Loan and  shall  indemnify  the  Lender  against  any
     liability arising by reason of any delay or omission by the Borrower to pay
     such duties or taxes.


20.  SET-OFF

     Without prejudice to any right of set-off, combination of accounts, lien or
     other rights which the Lender is at any time entitled  whether by operation
     of law or contract or  otherwise,  the Lender may (but shall not be obliged
     to) set off against any  obligation  of the  Borrower due and payable by it
     hereunder  without  prior  notice  any  moneys  held by the  Lender for the
     account of the  Borrower  at any office of the Lender  anywhere  and in any
     currency.  The Lender may effect such currency exchanges as are appropriate
     to implement such set-off.


                                       24
<PAGE>

21.  NOTICES

21.1 Notices

     Any notice or  communication  under or in  connection  with this  Agreement
     shall be in writing and shall be  delivered  personally  or by  first-class
     prepaid letter (airmail if available),  telex or facsimile  transmission to
     the  addresses  set out below or at such other address as the recipient may
     have notified to the other parties in writing. Proof of posting or despatch
     of any notice or  communication  to any party  hereto shall be deemed to be
     proof of  receipt:-

     (a)  in the case of a letter, on the 5th Banking Day after posting;

     (b)  in the case of a telex or facsimile  transmission,  on the Banking Day
          immediately following the date of despatch;

21.2 Addresses

     Notices or communications shall be sent to the following addresses:-

     To the Borrower:-

                                    Name                   New Epoch Information
                                   (BVI) Limited
         Address                    Room 3606
                                    Shun Tak Center West Tower
                                    200 Connaught Road Central
                                    Hong Kong
         Fax                        (852) 2964-0221
         Attention                  Mr Benjamin Fok

         To the Lender:-

                                    Name               Hang Fung Gold Technology
                                    Limited
         Address                    Unit 25-32, 2/F, Block B
                                    Focal Industrial Centre
                                    21 Man Lok Street
                                    Hunghom
                                    Kowloon
                                    Hong Kong
         Fax                        (852) 2362-3034
         Attention                  Mr Patrick Wong

                                       25
<PAGE>


21.3 Language

     Each notice or document  referred  to herein or to be  delivered  hereunder
     shall be in the English language.


22.  WAIVERS, REMEDIES, SEVERABILITY AND COUNTERPARTS

22.1 Waivers

     No failure or delay on the part of the Lender to exercise any power,  right
     or remedy under this Agreement shall operate as a waiver thereof, nor shall
     any single or partial exercise by the Lender of any power,  right or remedy
     preclude any other or further exercise thereof or the exercise of any other
     power, right or remedy.

22.2 Remedies

     The  remedies  provided  in  this  Agreement  are  cumulative  and  are not
     exclusive of any remedies provided by law.

22.3 Severability

     If any provision of this  Agreement is prohibited or  unenforceable  in any
     jurisdiction such prohibition or unenforceability  shall not invalidate the
     remaining  provisions  hereof or affect the validity or  enforceability  of
     such provision in any other jurisdiction.

22.4 Counterparts

     This Agreement may be executed in any number of counterparts,  all of which
     taken together shall constitute one and the same instrument,  and any party
     hereto may execute this Agreement by signing any such counterpart.


23.  GOVERNING LAW AND JURISDICTION

23.1 Governing Law

     This Agreement is governed by the law of the Hong Kong SAR.

23.2 Submission of Jurisdiction

     For the benefit of the Lender,  the  Borrower  irrevocably  agrees that the
     courts of the Hong Kong SAR are to have jurisdiction to settle any disputes
     which may  arise out of or in  connection  with  this  Agreement  and that,
     accordingly,  any  legal  action  or  proceedings  arising  out  of  or  in
     connection  with this  Agreement  ("Proceedings")  may be  brought in those
     courts and the Borrower  irrevocably  submits to the  jurisdiction of those
     courts.

                                       26
<PAGE>

23.3 Other jurisdictions

     Nothing  in this  Clause  shall  limit  the  right  of the  Lender  to take
     proceedings   against  the   Borrower  in  any  other  court  of  competent
     jurisdiction   nor  shall  the  taking  of   Proceedings  in  one  or  more
     jurisdictions  preclude  the Lender  from taking  Proceedings  in any other
     jurisdiction, whether concurrently or not.

23.4 Waiver of inconvenient forum

     The Borrower irrevocably waives any objection which it may at any time have
     to the laying of the venue of any  Proceedings  in any court referred to in
     this Clause and any claim that any such Proceedings have been brought in an
     inconvenient forum.

23.5 Process Agent

     The Borrower  hereby  irrevocably  authorises and appoints Mr Fok Chun Yue,
     Benjamin  of Room 3606 Shun Tak  Center  West  Tower,  200  Connaught  Road
     Central,  Hong Kong (or such other person being resident of or incorporated
     in Hong Kong as it may by notice to the other Party  substitute)  to accept
     service of all legal  process  arising  out of or in  connection  with this
     Agreement  and service on Mr Fok Chun Yue,  Benjamin  (or such  substitute)
     shall be deemed to be service on the Borrower.

23.6 Service

     The Borrower irrevocably consents to any process in any Proceeding anywhere
     being  served by mailing a copy by post in  accordance  with  Clause 21 and
     such service  shall become  effective 7 days after  mailing.  Nothing shall
     affect the right to serve any process in any other manner permitted by law.

23.7 Waiver of Immunities

     To the extent that the Borrower  has or hereafter  may acquire any immunity
     (sovereign or otherwise)  from any legal action,  suit or proceeding,  from
     the jurisdiction of any court or from set-off or any legal process (whether
     service or  notice,  attachment  prior to  judgment,  attachment  in aid of
     execution of judgment,  execution of judgment or otherwise) with respect to
     itself or any of its property,  the Borrower hereby  irrevocably waives and
     agrees not to plead or claim such  immunity  in respect of its  obligations
     under this Agreement.


IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.


                                       27
<PAGE>


SCHEDULE 1

Form of Drawdown Notice





 ........................., 2000


To:      [Name and address of Lender]




 HK$[           ] loan
 Facility Agreement dated ........................., 2000

We refer to the above Facility Agreement and hereby give you notice that we wish
to draw down in  accordance  under the Loan namely  HK$....................,  on
 .........................,  2000.  The  funds  should be  credited  to [name and
number of account] with [insert bank details].

We confirm that:-

(a)  no event or circumstance has occurred and is continuing which constitutes a
     Default;

(b)  the representations and warranties  contained in the Facility Agreement are
     true and  correct at the date  hereof as if made with  respect to the facts
     and circumstances existing at such date;

(c)  the borrowing to be effected by the drawdown of the Loan will be within our
     powers,  has been validly  authorised  by  appropriate  action and will not
     cause any limit on our borrowings (whether imposed by statute,  regulation,
     agreement or otherwise) to be exceeded.

Words and  expressions  defined in the  Facility  Agreement  shall have the same
meanings where used herein.

                                            For and on behalf of
                                            New Epoch Information (BVI) Limited



                                            ....................................

                                       28
<PAGE>



SCHEDULE 2

Documents and evidence required as conditions precedent


1.       Fully executed original counterparts of each of:-

(a)  this Agreement;

(b)  a legal charge in a form to the satisfaction of the Lender duly executed by
     New Epoch  Holdings  Limited over such number of shares  (rounded up to the
     nearest  integral  number)  of the  Borrower  to be  calculated  as follows
     (subject  to a maximum  of 50.1% of the then  issued  share  capital of the
     Borrower):-

A  x   C
B

     A    = the  aggregate of the amount of Advance then subject to the Drawdown
          Notice and the principal amount of the Loan then outstanding

     B    = HK$374 million

     C    = total number of shares of the Borrower then in issue

(c)  a  certified  copy of the board  minutes  of the  chargor  authorising  the
     creation and execution of the charge;

(d)  all notices, consents,  acknowledgements and other documents required to be
     received,  given or  exchanged  pursuant  to this  Agreement  and the other
     Security Documents prior to drawdown of the Loan;

(e)  a  certificate  in the form set out in  Schedule  3  together  with all the
     documents referred to therein.

2.   Evidence that all  governmental  and other licences,  approvals,  consents,
     registrations and filings necessary for any matter or thing contemplated by
     this  Agreement  and the other  Security  Documents  and for the  legality,
     validity,   priority,   enforceability,   admissibility   in  evidence  and
     effectiveness  thereof have been  obtained or effected on an  unconditional
     basis and remain in full force and effect (or, in the case of  effecting of
     any registrations and filings, that arrangements satisfactory to the Lender
     have been made for the  effecting  of the same within any  applicable  time
     limit).

3.   Arrangements  satisfactory  to the Lender  have been made for all  expenses
     (referred to in Clause 19.2),  including without limitation all legal fees,
     incurred on or prior to the proposed Drawdown Date, to be paid.

                                       29
<PAGE>

4.   Such other documents and evidence as the Lender may reasonably require.


                                       30
<PAGE>


SCHEDULE 3

Certificate of the Borrower




[                     ], 2000


To:      [Name and address of the Lender]


I refer to a loan facility agreement (the "Facility  Agreement") dated [ ], 2000
between    (1)    [    ]    as    borrower    (the     "Borrower")    and    (2)
[_____________________________]  as lender (the  "Lender") in relation to a loan
facility in the maximum  aggregate of HK$50 million to be made  available on the
terms and conditions set out therein.

I am a Director of the Borrower and hereby certify as follows:-

1.   I am duly authorised to give this Certificate.

2.   Powers:  Delivered with this Certificate and signed or initialled by me for
     the purpose of  identification  is a true,  complete and up-to-date copy of
     the  Memorandum  of  Association  and Bye-laws of the Borrower as in effect
     when it signed the Facility  Agreement and on the date of this Certificate.
     The Borrower is carrying on a business  authorised  under its Memorandum of
     Association. Neither the entry into the Facility Agreement by the Borrower,
     nor the exercise of its rights and/or performance of or compliance with its
     obligations  under the Facility  Agreement does or will violate,  or exceed
     any  borrowing  or other  power or  restriction  granted or imposed by, its
     Memorandum of Association and Bye-laws.

3.   Due Authorisation: Delivered with this Certificate and signed or initialled
     by me for the purpose of  identification is a true and complete copy of the
     Minutes  of a duly  convened  meeting  of the  Board  of  Directors  of the
     Borrower  duly  held on [ ],  2000 at which a duly  constituted  quorum  of
     Directors was present  throughout and at which the  Resolutions  set out in
     the Minutes were duly  passed.  Each of those  Resolutions  remains in full
     force and effect without  modification.  Those  Resolutions  constitute all
     action  necessary  on the part of the  Borrower  to  approve  the  Facility
     Agreement  and to authorise  the signing of the Facility  Agreement and the
     giving of any  communications  and/or  taking of any other action  required
     under or in  connection  with  the  Facility  Agreement  on  behalf  of the
     Borrower.

                                       31
<PAGE>

4.   Due Execution:  The Facility Agreement has been unconditionally  signed and
     delivered by the Borrower. The persons who signed the Facility Agreement on
     behalf of the Borrower  were duly  authorised  signatories  of the Borrower
     when the Facility Agreement was entered into.

5.   Consents:  No  Consents  are or will be  required  by or in relation to the
     Borrower for any of the purposes  stated in Clause  15.1(e) of the Facility
     Agreement.





 ...............................................
Director of New Epoch Information (BVI) Limited


                                       32
<PAGE>


SIGNATURE PAGE


The Borrower

SIGNED by                                                     )
for and on behalf of                                          )
NEW EPOCH INFORMATION (BVI) LIMITED                           )






The Lender

SIGNED by                                                      )
                                                               )
for and on behalf of                                           )
HANG FUNG GOLD TECHNOLOGY LIMITED                              )




                                       33
<PAGE>

Private and Confidential




                                    Dated                   , 2000




                                    NEW EPOCH INFORMATION (BVI) LIMITED
                                    (as Borrower)


                                    and


                                    HANG FUNG GOLD TECHNOLOGY LIMITED
                                    (the Lender)







                                     FACILITY AGREEMENT












                                     RICHARDS BUTLER
                                     HONG KONG



                                       34
<PAGE>

                                TABLE OF CONTENTS


CLAUSE NO.            CLAUSE HEADING PAGE NO.

1.       DEFINITIONS AND CONSTRUCTION
2.       THE FACILITY
3.       PURPOSE
4.       THE LOAN
5.       CONDITIONS PRECEDENT
6.       REPAYMENT
7.       PREPAYMENTS AND CANCELLATION
8.       INTEREST
9.       SUBSTITUTE BASIS
10.      INCREASED COSTS
11.      ILLEGALITY
12.      INDEMNITIES
13.      PAYMENTS
14.      TAXES
15.      REPRESENTATIONS AND WARRANTIES
16.      UNDERTAKINGS
17.      EVENTS OF DEFAULT
18.      ASSIGNMENT AND TRANSFER
19.      EXPENSES
20.      SET-OFF
21.      NOTICES
22.      WAIVERS, REMEDIES, SEVERABILITY AND COUNTERPARTS
23.      GOVERNING LAW AND JURISDICTION

SCHEDULE 1 - FORM OF DRAWDOWN NOTICE
SCHEDULE 2 - DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT
SCHEDULE 3 - CERTIFICATE OF THE BORROWER



                                       35