3rd Draft (10/11/88)


                 Dated the_____ day of ___________________ 1988


                          BEL FUSE LIMITED (as Lender)


                                      and


                        LUEN FAT LEE ELECTRONIC FACTORY

                                 (As Borrower)


                      ----------------------------------

                                 LOAN AGREEMENT

                      ----------------------------------



                              WOO, KWAN, LEE & CO.
                                SOLICITORS &C.,
                        35TH FLOOR, SUN HUNG KAI CENTRE,
                                    WANCHAI,
                                   HONG KONG.


                                  Doc. #0540C

                          Ref. S6000863/MH/EY/88/05/j1

<PAGE>
THIS LOAN AGREEMENT is made this ______ day of ______________________ One
-------------------
                    thousand nine hundred and eighty eight

BETWEEN BEL FUSE LIMITED whose registered office is


(as Lender) of one part and; LUEN TAT LEE COMPANY ELECTRONIC FACTORY
a company incorporated in Chinese having its principal office at


                                                   (as Borrower)

WHEREBY IT IS AGREED AS FOLLOWS:

1. DEFINITIONS
   -----------
1.01 In this Loan Agreement the following expressions except where the context
otherwise requires, have the following meanings:

"Agreement" means this Loan Agreement as originally executed or as it may from
time to time be amended;

"Lender's Architect" means the architect(s) approved or chosen by the Lender or
any substitute architect(s) approved or chosen in writing by the Lender;

"Borrower" means LUEN TAT LEE ELECTRONIC FACTORY

"BORROWER'S ARCHITECT" means the architect(s) approved or chosen by the Lender
or any substitute architect(s) approved or chosen in writing by the Borrower.

"Development Time Schedule" means a detail written time schedule for the
construction and fitting out of Processing Factory in order that it is fit for
processing operation on or before 1st July 1989

                                      -1-

<PAGE>

prepared by the Borrower, duly certified by the borrower's architect and
provided to the Lender, such schedule to be in form and substance satisfactory
to the Lender in all respects;

"Hong Kong dollars" and the sign "HK$" means the lawful currency for the time
being of Hong Kong;

"Insurances" means the policies of insurance required to be taken out by



"Lender" means BEL FUSE LIMITED

"Loan" means the interest free loan of HK$2,000,000.00 as mentioned in Clause 2
and any other amounts advanced to the Borrower under the terms hereof and for
the time being outstanding;

"Occupation Permit" means an occupation permit in respect of the Processing
Factory to be issued by the relevant Building Authority certifying that the
Processing Factory is fit for occupation and manufacturing operation;

"Plans" means the building plans and specifications (including any approved
amendments thereof) in relation to the Processing Factory prepared by the
Borrower's Architect under the relevant laws or Building Regulation of
People's Republic of China and duly approved by the relevant Authorities of
the People's Republic of China.

Processing Fee: The monthly sum payable to the Borrower for processed
Components which passed the quality control test imposed by Rush Profit
Limited under the Processing Agreement in the form or substantially in the
Form as exhibited hereto marked "Exhibit I".

                                      -3-


<PAGE>


"Site" means the area at the corner of Tung Buk Road (           ) and Tung Jo
Main Road (           ) of not less than 60,000 ft. which is more particularly
delineated and show on the Plan hereto annexed marked "Exhibit II" and thereon
coloured red.

1.02. Reference in this Agreement to any Ordinance or Act or Code shall (except)
where the context otherwise requires) be deemed to include any statutory
re-enactment thereof or any statutory modification thereof having substantially
the same legal effect.

1.03 Words importing the singular number only shall include the plural and
vice versa and words importing the masculine gender shall include the
feminine gender and words importing persons shall include firms and
corporations.

1.04 References to Clauses and Schedules shall (save where otherwise expressly
stated) be construed as references to the Clauses of and the Schedules to this
Agreement. Clauses headings and the Table of Contents (if any) are inserted for
convenience of reference only and shall be ignored in the interpretation of
this Agreement.

2. THE OBLIGATIONS OF THE LENDER
   -----------------------------
2.01 The Lender hereby agrees with the Borrowers to make the Loan in the sum of
HK$2,000,000.00 free of interest available to the Borrower in the following
manner upon and subject to the terms and conditions contained in this Agreement:

   TIME SCHEDULE FOR DRAWING OF LOAN
   ---------------------------------
       (i) A sum of HK$156,000.00 ("First Advancement") were advanced to
           Borrower on 20th August 1988 (receipt of which the Borrower had
           already acknowledged);

      (ii) A sum of HK$600,000.00 ("Second Advancement") to be advanced to the
           Borrower subject to compliance by the Borrower of Clause 3.01(ii)
           hereof;

     (iii) A sum of HK$600,000.00 ("Third Advancement") to be advanced to the
           Borrower subject to compliance by the Borrower of Clause 3.01(iii)
           hereof;

      (iv) A sum of HK$400,000.00 ("Fourth Advancement") to be advanced to the
           Borrower within 7 days after receipt of Notice of Completion of
           foundation of the Processing Factory and subject to compliance by
           the Borrower of Clause 3.01(iv) hereof;

       (v) A sum of HK$244,000.00 ("Final Advancement") to be advanced to the
           Borrower within 7 days after receipt of Notice of Completion of the
           ground floor including the ceiling thereof of the Processing Factory
           and compliance by the Borrower of Clause 3.01(v) hereof.

3. CONDITIONS PRECEDENT AND AVAILABILITY
   -------------------------------------
3.01 The drawing of Loan will become available to the Borrower (upon and subject
to the terms and conditions contained in this Agreement) in the following
manner:

      (i) In respect to the First Advancement, no condition.

     (ii) In respect of the Second Advancement, upon production of:

          (a)  a certified true copy of Letter of Assurance issued by the
               Lender's Architect that the Site is suitable for building a 2
               story factory premises of not less than 25,000(2) ft. in each
               floor; or

                                      -4-

<PAGE>

          (b)  the approval from the relevant Authorities of the Chinese
               government to grant another site for contruction of a factory of
               not less than 50,000(2) ft in usable area AND a Letter of
               Assurance from the Lender's Architect that this new site is
               suitable for contruction of factory of not more than 2 storey
               height with usable area of not less than 50,000(2) ft PROVIDED
               that this new site can be an extension of the said Site or
               completely elsewhere from the said Site;

          (c)  the certified true copy or copies of Letter(s) of approval issued
               by ALL relevant Authorities of the Chinese Government approving
               the contents of the said Processing Agareement.

          (d)  the title deeds of the Site showing that the Borrower is the
               owner thereof or lease holder thereof for at least 30 years or
               has the right to erect thereon a Processing Factory and to occupy
               the same for 30 years or more;

    (iii) In respect of the Third Advancement, upon production by the Borrower 
          to the Lender of the following:

          (a)  a certified copy of duly executed construction contract with the
               contractor to erect the Processing Factory;

          (b)  a copy or copies, certified as a true and complete copy of copies
               by the Borrower's Architect, of drawing or drawings of the
               Processing Factory to be erected;

          (c)  a copy, certified by the Borrower's Architect, of any document of
               specification showing and describing the works to be done in
               relatiion with the contruction of the Processing Factory;

                                      -5-
<PAGE>

          (d)  the Development Time Schedule.

     (iv) In respect of the Fourth Advancement, upon production by the Borrower
          of the following:

          (a)  a certificate duly signed by the Lender's Architect approving
               that the foundation of the Processing Premises has been completed
               and that it meets the standard specified under the specification
               aforesaid;

(v) In respect of the Final Advancement, upon production by the Borrower of the
    following;

          (a)  a certificate duly signed by the Architect approving that the
               ground floor including the ceiling thereof has been completed and
               that it meets with the standard specified under the specification
               aforesaid:

4. REPAYMENT
   ---------

     In consideration of the agreement by the Lender to make the Loan available
to the Borrower under this Agreement, the Borrower HEREBY COVENANTS with the
Lender that the Borrower will repay the Loan in the manner and at the times
herein provided;

          (a)  The Borrower shall pay a sum of HK$11,111.10 per month without
               deduction whatsoever payable on the 1st day of January 1990 and
               thereafter on the 1st day of every calendar month until the whole
               HK$2,000,000.00 has been fully paid;

          (b)  The Borrower has the right for earlier repayment of the Loan but
               such early repayment shall not affect the Processing Agreement in
               all respect, in particular the duration that the Borrower is to
               process the electronic or electrical components or products for
               Rush Profit Limited exclusively for 15 years;

                                      -6-

<PAGE>

          (c)  In lieu of the monthly repayment of loan hereunder, the Lender
               has the right to deduct the repayment instalment from the
               Processing Fee paid under the Processing Agreement but such
               deduction should not exceed $11,111.10 per month;

          (d)  The Borrower has the right to extend the repayment term of the
               Loan by such number of month(s) where the Processing Fee does not
               exceed $400,000.00 in 1st three months or $500,000.00 in every
               subsequent 3 months.

5. EVENTS OF DEFAULT
   -----------------

     5.01 Each of the following events shall be an Event of Default:

          (a)  if the Borrower shall fail to perform or observe any of its
               obligations hereunder or under the Processing Agreement;

          (b)  if the Borrower shall be in breach of the Title Deed or Head
               Leasae subject to which the Site is held (Provided however that a
               breach of the Title Deed or Head Lease shall not be an Event of
               Default if the Chinese Government has expressly, and in writing,
               waived such breach); or

          (c)  if any certificate, representation or warranty made or deemed to
               be made by the Borrower in this Agreement or the Processing
               Agreement or in any notice, certicate instrument, document
               contemplated hereby or thereby or made or delivered pursuant
               hereto or thereto is or proves to have been untrue or inaccurate
               in any material respects;

          (d)  if there shall occur a material adverse change in the business,
               assets, general condition or prospects of

                                      -7-
<PAGE>

               the Borrower or any party to the Processing Agreement which could
               materially affect the ability of the Borrower to perform its
               obligation under this Agreement and/or the Processing Agreement.

     5.02 The Lender may at any time after the happening of an Event of Default
(whether or not any notice shall have been given by the Borrower), unless and
until that Event of Default and other shall have been fully remedied to the
satisfaction of the Lender, by notice in writing to the Borrower declare that
all the sum payable hereunder shall become immediately due and payable,
whereupon the same shall become immediately due and payable.

6. REPRESENTATIONS AND WARRANTIES
   ------------------------------

     6.01 The Borrower makes the following representations and warranties to the
Lender that:

          (i) the Borrower is a valid corporation with and in good standing
              under the laws of People's Republic of China;

         (ii) the Borrower has the corporate power and authority and the legal
              capacity to raise the Loan on the terms and conditions set out in
              this Agreement and to perform and observe its obligation;

        (iii) the execution, delivery and performance of this Agreement and
              the Processing Agreement to which the Borrower is a party have
              been (or when executed will have been) duly authorised by all
              necessary corporate action of the Borrower under all applicable
              laws and regulations of People's Republic of China and this
              Agreement and the Processing Agreement constitute (or when
              executed and registered as appropriate will constitute) the valid
              and

                                      -8-
<PAGE>

              legally binding obligation of the Borrower in accordance with
              their respective terms;

         (iv) neither the execution and delivery of this Agreement, nor the
              drawing by the Borrower of the full amount of the Loan hereunder,
              nor the performance or observance by the Borrower of its
              obligations hereunder or thereunder will or would conflict with,
              or result in any breach of or default under, any provision of any
              law, order, agreement, instrument, franchise, concession,
              licence, permit, liability, obligation or duty applicable to the
              Borrower or by which it is bound.

7. ASSIGNMENT
   ----------

     7.01 This Agreement shall be binding upon and enure to the benefit of each
party hereto and its successors and permitted assigns, except that the Borrower
may not assign or transfer any of its burden and rights or benefits hereunder
without the previous consent in writing of the Lender.

8. NOTICE
   ------

     8.01 Any notice or certificate required to be given by the borrower to the
Lender or by the Lenders or the Agent to the Borrower shall be in writing and
shall be deemed to have been so given if addressed to the respective addressee
herein mentioned or such other address as may from time to time be notified by
the Borrower to Lender or vice-versa.

     8.02 Any notice delivered by the Lender personally shall be deemed to have
been given at the time of such delivery. Any notice despatched by the Lender by
letter postage prepaid shall be deemed to have been given 48 hours after
posting. Any notice sent by the

                                   -9-
<PAGE>

Lender by telex or by fascimile shall be deemed to have been given at the time
of despatch and any notice sent by the Lender by cable shall be deemed to have
been given 24 hours after despatch.

9. MISCELLANEOUS
   -------------

     9.01 No provisions hereof may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the amendment, waiver, discharge or termination is sought.

     9.02. If at any time any provision hereof is or becomes illegal, invalid or
unenforceable in any respect, the remaining provisions hereof shall in no way be
affected or impaired thereby.

10. APPLICABLE LAW AND JURISDICTION
    -------------------------------

     10.01 This Agreement shall be governed by, and construed in accordance with
the laws of the People's Republic of China and the parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of the court or institution
having the jurisdiction and authority as a court in China.

11. COUNTERPARTS
    ------------

     11.01 This Agreement may be executed in 3 counterparts each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

                                      -10-
<PAGE>

     IN WITNESS whereof the Lender and the Borrower have caused this Agreement
to be executed, the day and year first above written.

SIGNED SEALED AND DELIVERED   )

                              )
by Lender                     )



SIGNED SEALED AND DELIVERED   )
                              )
by Borrower                   )

                                      -11-
<PAGE>

                                   EXHIBIT I

                              PROCESSING AGREEMENT

                                      -12-
<PAGE>


                       Dated the 14th day of February 1990

                          BEL FUSE LIMITED (as Lender)

                                       and

                        LUEN FAT LEE ELECTRONIC FACTORY
                                  (As Borrower)


                       ----------------------------------

                          SUPPLEMENTAL LOAN AGREEMENT

                       ----------------------------------



                              WOO, KWAN, LEE & LO
                                SOLICITORS &C.,
                        35TH FLOOR, SUN JUNG KAI CENTRE,
                                    WANCHAI,
                                   HONG KONG.


                                   Doc. #JL22A

                           Ref. S6000863/EY/88/05/j1

<PAGE>

     THIS SUPPLEMENTAL LOAN AGREEMENT________ is made this ___________ day of
________________________ One thousand nine hundred and ninety.

BETWEEN:

(1)   BEL FUSE LIMITED whose registered office is situate at 1814-16 Star House,
      3 Salisbury Road, Kowloon, Hong Kong (hereinafter called "the Lender")

(2)   LUEN FAT LEE ELECTRONIC FACTORY (_________________) a company incorporated
      in China having its principal office at ___________________________
      (hereinafter called "the Borrower")

WHEREAS:

(i)   by a Loan Agreement dated_____________________ entered into by the Lender
      of the one part and the Borrower of the other part the Lender had agreed
      to advance HONG KONG DOLLARS TWO MILLION (HK$2,000,000.00) to the Borrower
      in accordance with the terms stipulated therein for the construction and
      fitting out of a processing factory in China at a site the full
      particulars thereof are described in Exhibit II in the said Loan
      Agreement.

(ii)  On 26th May 1989 and 12th October 1989, the Lender has futher advanced
      HK$250,118.00 and HK$1,094,117.00 respectively to the Borrower for the
      construction and fitting out of the said Processing Factory in addition to
      the amount released or to be released under the Schedule of drawing down
      stipulated in the said Loan Agreement.

                                      -1-
<PAGE>

(iii) The said sums of HK$250,118.00 and HK$1,094,117.00 together with the said
      sum of Two Million HK$2,000,000.00 drawn or to be drawn under the said
      Loan Agreement shall hereafter be collectively called the Enlarged Loan.

(iv)  The parties hereto now intend to enter this Supplemental Loan Agreement to
      confirm the receipt of the said sums of HK$250,118.00 and HK$1,094,117.00
      and to define regulate the method of repayment of the Enlarged Loan.

WHEREBY IT IS AGREED as follows:

1.   The Borrower hereby acknowledge and confirm the receipt of the said sums of
     HK$250,118.00 AND HK$1,094,117.00 on 26th May 1989 and 12th October 1989
     respectively in addition to the amount drawn or to be drawn under the said
     Loan Agreement.

2.   In consideration of the Lender to make Enlarged Loan available to the
     Borrower, the Borrower HEREBY COVENANTS with the Lender that the Borrower
     will repay the enlarged Loan in the manner and at the time herein provided:

    (a)  The Borrower shall pay a sum of HK$18,579.08 per month without
         deduction whatsoever payable on the 1st day of January 1990 and
         thereafter on the 1st day of every calendar month until the whole
         Enlarged Loan (i.e. HK$3,344,235.00) has been fully paid.

    (b)  The Borrower has the right for earlier repayment of the Enlarged Loan
         but such early repayment shall not affect the Processing Agreement in
         all respect, in

                                      -2-
<PAGE>

         particular the duration the Borrower is to process the
         electronic or electrical components or products for Rush Profit
         Limited exclusively for 15 years.

    (c)  In lieu of the monthly repayment of the Enlarged Loan, the Lender has
         the right to deduct the repayment instalment from the Processing Fee
         paid under the Processing Agreement but such deduction shall not
         exceed HK$18,579.08 per month.

    (d)  The Borrower has the right to extend the repayment terms of the
         Enlarged Loan by such number of month(s) where the Processing Fee does
         not exceed HK$400,000.00 in 1st three months or HK$500,000.00 in every
         subsequent 3 months calculating from the Processing Factory is put
         into operation.

3.   The parties hereto acknowledge and confirm that this Supplemental Loan
     Agreement is only supplement to the said Loan Agreement and that all the
     terms and conditions thereunder shall remain in full force and effect save
     and except those that have been verified by this Supplemental Loan
     Agreement.

4.   This Supplemental Loan Agreement may be executed in 3 counter parts each of
     which when so executed and delivered shall be an original, but all of which
     shall together constitute one and the same instrument.

     IN WITTNESS whereof the Lender and the Borrower have caused this
Supplemental Loan Agreement to be executed on the day and year first above
written.

                                      -3-
<PAGE>

SEALED with the Common Seal   )
                              )
of the Lender and SIGNED by   )
                              )
                              )
                              )
in the presence of:           )



SIGNED, SEALED and DELIVERED by   )
                                  )
the Borrower in the presence of:  )

                                      -4-
<PAGE>

                              For and on behalf of
                                BEL FUSE LIMITED


                             ---------------------



#BELFUSE

                                       -5-