<PAGE>

                                                                    EXHIBIT 10.1

CERTIFIED RESOLUTION


Borrower:      IASIAWORKS KOREA LTD.,
               a Korean corporation

Guarantor:     IASIAWORKS, INC.,
               a Delaware corporation

Address:       2000 Alameda de las Pulgas, Suite 125
               San Mateo, CA  94403

Date:          October 7, 2000


     I, the undersigned, Secretary or Assistant Secretary of the above-named
guarantor, a corporation organized under the laws of the state set forth above,
do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.

          WHEREAS, Korea First Bank ("KFB") and iAsiaWorks Korea Ltd., a Korean
     corporation ("Borrower") are in the process of entering into a loan
     agreement dated as of October 7, 2000 (the "Loan Agreement") whereby KFB is
     agreeing to extend certain financial accommodations to Borrower.

          WHEREAS, KFB has declined to extend such financial accommodations to
     Borrower unless and until this corporation executes a continuing guaranty
     of the obligations of Borrower to KFB (the "Guaranty").

          WHEREAS, because of the business interrelationship of Borrower and
     this corporation, it is in the direct interest and advantage of this
     corporation to execute and deliver the Guaranty to KFB.

          RESOLVED, that any officer of this corporation (the "Authorized
     Officers"), hereby are authorized, directed, and empowered to enter into
     and to deliver to KFB this corporation's absolute and unconditional
     continuing guaranty of the due performance and payment by Borrower of all
     indebtedness to KFB under the Loan Agreement.

          RESOLVED FURTHER, that the Authorized Officers hereby are authorized,
     directed, and empowered, in the name of this corporation, to enter into,
     execute, and deliver to KFB, and KFB is requested to accept, the Guaranty
     and any and all renewals, extensions, and amendments thereof.

          RESOLVED FURTHER, that any and all acts of the Authorized Officers
     done or made heretofore in connection with the financial accommodations
     extended by KFB to Borrower, including but not limited to the execution
     and/or delivery of the Guaranty, are hereby ratified and approved.
<PAGE>

     IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or
Assistant Secretary on the date set forth above.

                              /s/ Derrick N.D. Hansen
                              -----------------------------------------
                              Derrick N.D. Hansen, Secretary

                                       2
<PAGE>

                                                                  Execution Copy



                                LOAN  AGREEMENT

                               KRW14,000,000,000



                          dated as of October 7, 2000



                                    between



                             iAsiaWorks Korea Ltd.
                                  as Borrower


                                      and


                     Korea First Bank, Yangjae-dong Branch

                                   as Lender



                 _____________________________________________


                                   LEE & KO

                                 Seoul, Korea
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
Section                                                          Page
-------                                                          ----
<S>                                                              <C>
1.   Interpretation.............................................    1
2.   The Facility...............................................    5
3.   The Drawdowns..............................................    6
4.   Interest...................................................    7
5.   Repayment, Prepayment and Cancellation.....................    8
6.   Fees and Expenses..........................................    9
7.   Payments and Evidence of Debt..............................   10
8.   Market Disruption..........................................   11
9.   Change of Law or Circumstances.............................   11
10.  Security...................................................   12
11.  Taxes and other Deductions.................................   14
12.  Representations and Warranties.............................   14
13.  Covenants..................................................   16
14.  Events of Default..........................................   19
15.  Default Interest...........................................   22
16.  Indemnities and Pro Rata Sharing...........................   22
17.  Assignment.................................................   23
18.  Governing Law and Jurisdiction.............................   23
19.  Notices....................................................   24
20.  Miscellaneous..............................................   24
</TABLE>



SCHEDULES

Schedule I  CONDITIONS PRECEDENT DOCUMENTS


EXHIBITS

Exhibit A      FORM OF NOTICE OF DRAWDOWN
Exhibit B      FORM OF GUARANTY
Exhibit C      FORM OF PROCESS AGENT APPOINTMENT LETTER
Exhibit D-1    FORM OF LEGAL OPINION (BORROWER'S KOREAN COUNSEL)
Exhibit D-2    FORM OF LEGAL OPINION (GUARANTOR'S U.S. COUNSEL)
Exhibit D-3    FORM OF LEGAL OPINION  (Post Closing)
Exhibit E      FORM OF ASSIGNMENT OF INSURANCE AGREEMENT
<PAGE>

                                LOAN AGREEMENT



THIS LOAN AGREEMENT (this "Agreement") is made on this 10th day of October, 2000

BY AND BETWEEN:

(1)  iAsiaWorks Korea Ltd., a corporation duly organized and existing under the
     laws of the Republic of Korea with its registered head office at BoRaMae
     DaeKyo Building, 6th Floor, 729-21, Bongchon-dong, Kwanak-Gu, Seoul, Korea
     151-706 as borrower ("Borrower"); and

(2)  KOREA FIRST BANK, Yangjae-dong Branch as lender ("Lender").


IT IS HEREBY AGREED as follows:


                          Section 1.  Interpretation

1.1  Definitions.  In this Agreement, unless the context requires otherwise:
     -----------

     "Affiliates" means any person directly or indirectly controlling, directly
     or indirectly controlled by, or under direct or indirect common control
     with, Borrower.  For purposes of this definition, "control" (including
     "controlled by" and "under common control with") means the power, directly
     or indirectly, to direct or cause the direction of the management and
     policies of any person whether through the ownership of voting securities
     or by contract or otherwise, provided that, in any event, any person which
     owns directly or indirectly fifty percent (50%) or more of the securities
     having ordinary voting power for the election of directors or other
     governing body of a corporation or fifty percent (50%) or more of the
     partnership or other ownership interests of any other person will be deemed
     to control such corporation or other person;

     "Assignment of Insurance" means the insurance assignment agreement to be
     entered into by and between the Borrower and the Lender to assign
     Borrower's interest on the right of claims to Insurance Proceeds to secure
     the full performance of the Borrower's obligations hereunder substantially
     in the form of Exhibit E hereto;

     "Availability Period" means the period commencing on the date of this
     Agreement and ending on the earlier of (i) the date one (1) month from the
     date of this Agreement, and (ii) the date on which the Commitment (defined
     hereinafter) is fully drawn, cancelled or terminated under the provisions
     of this Agreement;

     "Banking Day" means a day (excluding Sunday) on which banks are open for
     business in Seoul, Korea;

     "Base Rate" means the final quotation yield rate for A+ three (3) year
     Korean Won-
<PAGE>

     denominated corporate bond as published by the Korea Securities Dealers
     Association or a comparable substitute publication medium on the date
     immediately preceding the Funding Date or the Interest Refixing Date, as
     the case may be;

     "Commitment" means the obligation of the Lender to make Drawdowns available
     to the Borrower hereunder up to the aggregate principal amount of Fourteen
     Billion Korean Won(KRW14,000,000,000) upon terms and subject to the
     conditions of this Agreement or, where the context so requires, such
     principal amount.

     "Drawdown" means the borrowing by the Borrower of the Commitment pursuant
     to Section 3 or, where the context so requires, the amount of such
     drawdown;

     "EBITDA" means earnings before interest, tax, depreciation and amortization
     in accordance with generally accepted accounting principles in Korea;

     "Encumbrance" means:

     (a)  any mortgage, charge, pledge, lien, encumbrance, hypothecation or
          other security interest or security arrangement of any kind ;

     (b)  any arrangement whereby any rights are subordinated to any rights of
          any third party; and

     (c)  any contractual right of set - off whereby the terms and conditions of
          the set-off right granted to other party is more favorable to such
          party than the terms and conditions of the set-off right granted under
          the Civil Code of Korea;

     "Event of Default"  means any event or circumstance specified as such in
     Section 13; and "prospective Event of Default" means any event or
     circumstance which with the giving of notice and/or the passage of time
     and/or the making of any relevant determination and/or the forming of any
     necessary opinion would be an Event of Default;

     "Facility" means the loan facility to be made available under this
     Agreement not to exceed Fourteen Billion Korean Won (14,000,000,000) Korean
     Won;

     "Funding Date" means the date on which the Drawdown actually occurs;

     "Guarantor" means iAsiaWorks, Inc., a corporation organized and existing
     under the laws of Delaware with its registered head office at 2000 Alameda
     de las Pulgas Suite 125, San Mateo, CA  94403, U.S.A;

     "Guaranty" means the unconditional and irrevocable guaranty to be executed
     by Guarantor in the form set forth in Exhibit B;

     "Indebtedness for Borrowed Money" means, as to any Person, without
     duplication, (a) all indebtedness (including principal, interest, fees and
     charges) of such Person for borrowed money or for the deferred purchase
     price of property or services (other than any deferral in connection with
     the provision of credit in the ordinary course of business, including by
     any trade creditor, supplier or utility); (b) all obligations for

                                       2
<PAGE>

     the reimbursement of letters of credit issued for the account of such
     Person (other than letters of credit issued in connection with trade
     transactions in the ordinary course of business); and (c) the aggregate
     amount required to be capitalized under leases under which such Person is
     the lessee;

     "Insurance Policies" means the insurance policies issued by the insurers of
     recognized standing acceptable to the Lender in connection with fire
     insurance and such other insurances as reasonably requested by the Lender
     pursuant to the terms of this Agreement and the Kun-Mortgage Agreements to
     be taken out by the Borrower in respect of the Senan Building, in the
     amount and upon the terms and conditions as reasonable and customary for
     businesses of a like nature in the jurisdiction in which such properties
     and assets are located or in which such businesses are conducted;

     "Insurance Proceeds" means all moneys payable to the Borrower (or the
     security  agent on its behalf) as the result of a claim under any of the
     Insurance Policies.

     "Interest Rate" has the meaning set forth in Section 4.3 (a);

     "Interest Refixing Date" means the third anniversary of the Funding Date;
     provided, however, if such date is not a Banking Day, then it shall be the
     immediately preceding Banking Day;

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

     "Interest Period" means, in relation to the Loan, an interest period
     ascertained in accordance with Section 4;

     "Korea" means the Republic of Korea;

     "KRW" or "Korean Won" means the lawful currency of Korea;

     "Kun-Mortgage Agreement I" means the kun-mortgage amendment agreement to be
     entered into by and among the Borrower, the Senan Building Owners and the
     Lender pursuant to Section 10.2 in order to modify and expand the scope of
     the secured obligation secured under the existing kun-mortgage of the first
     priority (in the maximum mortgage amount of Thirteen Billion Korean Won
     (KRW 13,000,000,000) on the Senan Building created by the Senan Building
     Owners for the benefit of the Lender) so as  to cover the Facility under
     this Agreement and replace the Senan Building Owners (as existing obligor)
     with the Borrower (as new obligor), in form and substance satisfactory to
     the Lender;

     "Kun-Mortgage Agreement II" means the kun-mortgage agreement to be dated on
     or before the Funding Date entered into by and between the Borrower and the
     Lender for the creation of a new kun-mortgage of the second priority in the
     maximum mortgage amount of Five Billion two hundred million Korean Won
     (KRW5,200,000,000) on Senan Building to secure the Borrower's obligation to
     repay the Facility under this Agreement, in form and substance satisfactory
     to the Lender.

     "Kun-Mortgage Agreements" means both the Kun-Mortgage Agreement I and the
     Kun-Mortgage Agreement II collectively;

                                       3
<PAGE>

     "Kun-Mortgage I" means the first priority kun-mortgage created on the Senan
     Building with the maximum mortgage amount of Thirteen Billion Korean Won
     (KRW 13,000,000,000) as modified  pursuant to the Kun-Mortgage Agreement I;

     "Kun-Mortgage II" means the kun-mortgage established pursuant to the Kun-
     Mortgage Agreement II;

     "Loan" means the aggregate principal amount drawn and for the time being
     outstanding under the Facility;

     "Margin" means two percent (2%);

     "Notice of Drawdown" means a notice in the form set forth in Exhibit A;

     "Repayment Date" means the date five (5) years after the date of the
     Drawdown.

     "Senan Building" means the land of 4,801.2 square meters located at 1423-1
     and 1423-2, Seocho-dong, Seocho-ku, Seoul, Korea and the building located
     thereon. For the avoidance of doubt, any reference to Senan Building will
     include all future additional constructions, improvements and renovations
     thereto, including but not limited to, the construction of  any and all
     additional floors and/or levels;

     "Senan Building Owners" means Senan Corporation, a corporation duly
     organized  in Korea with its registered office at 1423-1 and 1423-2,
     Seocho-dong, Seocho-ku, Seoul, Korea and Mr. Eui-Suk Lee or any other
     persons who own the Senan Building; and

     "Senan Loan" means the principal of and interest on, and all other amounts
     due with respect to the loan extended by the Lender to the Senan
     Corporation under the loan agreement dated April, 21, 2000 entered into by
     and between the Lender and the Senan Building Owners.

1.2  Construction.  In this Agreement, unless the context requires otherwise,
     ------------
     any reference to:

     an "authorization" includes any approvals, consents, licenses, permits,
     franchises, permissions, registrations, resolutions, directions,
     declarations and exemptions;

     "indebtedness" includes any obligation of any person for the payment or
     repayment of money, whether present or future, actual or contingent,
     including but not limited to any such obligation:

     (a)  under or in respect of any acceptance, bill, bond, debenture, note or
          similar instrument;

     (b)  under or in respect of any guarantee, indemnity, counter-security or
          other assurance against financial loss;

     (c)  in respect of the purchase, hire or lease of any asset or service; or

                                       4
<PAGE>

     (d)  in respect of any indebtedness of any other person whether or not
          secured by or benefiting from an Encumbrance on any property or asset
          of such person;

     "law" and/or "regulation"  includes, whether or not having the force of
     law, any constitutional provisions, treaties, conventions, statutes, acts,
     laws, decrees, ordinances, subsidiary and subordinate legislation, orders,
     rules and regulations having the force of law and rules of civil and common
     law and equity;

     a "month" means a period starting on one day in a calendar month and ending
     on the numerically corresponding day in the next calendar month or (if
     there is no such numerically corresponding day or if a period starts on the
     last day in a calendar month) on the last day of such next calendar month;

     an "order" includes any judgment, injunction, decree, determination or
     award of any court, arbitration or administrative tribunal;

     a "person" includes any individual, company, body corporate or
     unincorporated or other juridical person, partnership, firm, joint venture
     or trust or any federation, state or subdivision thereof or any government
     or agency of any thereof; and

     "tax" includes any tax, levy, duty, charge, impost, fee, deduction or
     withholding of any nature now or hereafter imposed, levied, collected,
     withheld or assessed by any taxing or other authority and includes any
     interest, penalty or other charge payable or claimed in respect thereof and
     "taxation" shall be construed accordingly.

1.3  Successors and Assigns.  The expressions "Borrower" and "Lender" shall,
     ----------------------
     where the context permits, include their respective successors and
     permitted assigns and any persons deriving title under them.

1.4  Miscellaneous.  In this Agreement, unless the context requires otherwise,
     -------------
     references to statutory provisions shall be construed as references to
     those provisions as replaced, amended, modified or re-enacted from time to
     time; words importing the singular include the plural and vice versa and
     words importing a gender include every gender; references to this Agreement
     shall be construed as references to such document as the same may be
     amended, supplemented or novated from time to time; unless otherwise
     stated, references to Sections, the Schedules and the Exhibits are to
     sections of and the schedules and the exhibit to this Agreement and
     references to this Agreement include the Schedules and the Exhibits.
     Section headings are inserted for reference only and shall be ignored in
     construing this Agreement.


                           Section 2.  The Facility

2.1  Amount.  Subject to the provisions of this Agreement, the aggregate
     ------
     principal amount of the Facility available to Borrower is Fourteen Billion
     Korean Won (KRW14,000,000,000).

2.2  Purpose.  The proceeds of the Facility shall be used exclusively for
     -------
     Borrower's acquisition of the Senan Building and prepayment of the Senan
     Loan.  The Lender shall not have any responsibility for the application of
     the proceeds by Borrower.

                                       5
<PAGE>

                          Section 3.   The Drawdowns


3.1  Availability of Drawdown.  Subject to Sections 3.2 and 3.3 and the other
     ------------------------
     terms and conditions of this Agreement, Borrower may borrow the Commitment
     on any Banking Day during the Availability Period in a single Drawdown.

3.2  Conditions Precedent to Drawdown.  The obligation of the Lender to make the
     --------------------------------
     Facility available to Borrower in respect of the Drawdown are subject to
     the conditions that:

     (a)  The Lender shall have received, before the Notice of Drawdown is given
          or at such later time as the Lender may agree, all of the documents
          and evidence specified in Schedule I in form and substance reasonably
          satisfactory to the Lender. Copies required to be certified shall be
          certified in a manner satisfactory to the Lender by a duly authorized
          officer of Borrower or other party concerned;

     (b)  The Lender shall have received not later than 12:00 noon (Seoul time)
          on the Banking Day before the date on which such Drawdown is proposed
          to be made (or such later time as the Lender may agree) a duly
          completed and signed Notice of Drawdown;

     (c)  The Kun-Mortgage Agreements and the Assignment of Insurance are duly
          executed by the parties thereto;

     (d)  No Event of Default or prospective Event of Default shall have
          occurred (or would occur as a result of any Drawdown being made) and
          all representations and warranties made by Borrower in or in
          connection with this Agreement shall be true and correct as at the
          date of such Drawdown with reference to the facts and circumstances
          then subsisting; and

     (e)  Not later than 11:00 a.m. (Seoul time) on the Banking Day before the
          date on which such Drawdown is proposed to be made, the Lender shall
          have received and found satisfactory such additional information,
          legal opinions and documents relating or relevant to this Agreement as
          the Lender may reasonably require as a result of circumstances arising
          or becoming known to the Lender since the date of this Agreement.

3.3  Notice of Drawdown Irrevocable.  A Notice of Drawdown once given shall be
     ------------------------------
     irrevocable and Borrower shall be bound to make a Drawdown in accordance
     therewith, except as otherwise provided in this Agreement.  If for any
     reason a Drawdown is not made in accordance with the corresponding Notice
     of Drawdown, Borrower shall on demand pay to the Lender such amount (if
     any) as the Lender may certify to be necessary to compensate it for any
     loss or expense incurred in liquidating or redeploying funds arranged for
     the purpose of the proposed Drawdown or otherwise as a consequence of the
     proposed Drawdown not having been made in accordance with such Notice of
     Drawdown.

                                       6
<PAGE>

3.4  Cancellation.  Any part of the Facility not drawn at the end of the
     ------------
     Availability Period shall be cancelled.

3.5  Post Closing
     -------------

     The Borrower shall, within ten (10) Banking Days from the Funding Date,
     deliver to the Lender:

     (a)  a certified copy of the Real Estate Registry Extracts related to Senan
          Building showing proper registration of the Kun-Mortgage I and Kun-
          Mortgage II;

     (b)  a legal opinion from DW Partners, as Korean counsel to the Borrower,
          (substantially in the form attached as Exhibit D-3) confirming that
          the Kun-Mortgage I, Kun Mortgage II and the Assignment of Insurance
          have been duly created, registered, recorded and perfected in
          accordance with the terms of the relevant Kun-Mortgage Agreements and
          the Insurance Assignment Agreement; and

     (c)  a copy of the Insurance Policies, with endorsements thereto as
          required under this Agreement.


                             Section 4.  Interest

4.1  Interest.  Borrower shall pay interest on the Loan in accordance with the
     --------
     provisions of this Section.

4.2  Interest Periods.  The Interest Periods applicable to the Drawdown shall be
     ----------------
     three (3) months, provided that:

     (a)  the first Interest Period shall commence on the date on which such
          Drawdown is made;

     (b)  each Interest Period (except the first Interest Period in relation to
          the Drawdown) shall commence on the last day of the preceding Interest
          Period;

     (c)  any Interest Period which would otherwise end on a non-Banking Day
          shall instead end on the next following Banking Day or, if that
          Banking Day is in another calendar month, on the immediately preceding
          Banking Day;

     (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 three (3) months thereafter that Interest Period
          shall, subject to paragraph (e), end on the last Banking Day of such
          later calendar month; and

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

4.3  Interest Rate and Calculation. (a)  The rate of interest applicable to Loan
     -----------------------------
     for each Interest Period ("Interest Rate") shall be the rate per annum
                                                                  --- -----
     determined as follows:

                                       7
<PAGE>

          (i)  in respect of the period starting from and including the Funding
               Date to but excluding the Interest Refixing Date, the applicable
               Interest Rate shall be the rate determined by adding the Margin
               to the higher of (x) the Base Rate or (y) 9% p.a. ; and

          (ii) in respect of the period starting from and including the Interest
               Refixing Date until full payment of the Facility, the applicable
               Interest Rate shall be the sum of the Margin and the Base Rate.

     (b)  Interest shall accrue at the Interest Rate from day to day, shall be
          calculated on the basis of the actual number of days elapsed and a 365
          day year, including the first day of the period during which it
          accrues but excluding the last, and shall be paid in arrears on each
          Interest Payment Date. The Lender shall notify Borrower of each
          Interest Rate determined under this Section. For clarification
          purposes of this Section 4.3, the interest rate shall not compound
          daily and rather shall compound on a quarterly basis.


              Section 5.  Repayment, Prepayment and Cancellation

5.1  Repayment.  Subject as otherwise provided herein, Borrower shall repay the
     ---------
     Loan in one lump sum, together with all accrued interest and other monies
     due and payable in connection with the Facility, on the Repayment Date.

5.2  Voluntary Prepayment.  Borrower may prepay all or part of the Loan on any
     --------------------
     Interest Payment Date after the end of the Availability Period, provided
     that:

     (a)  Borrower shall have given to the Lender not less than thirty (30)
          days' prior written notice specifying the amount and date of
          prepayment;

     (b)  the amount of any partial prepayment shall be at least Two Billion
          Korean Won (KRW2,000,000,000) and an integral multiple of One Billion
          Korean Won (KRW1,000,000,000) except in the case of a prepayment in
          full of the entire remaining balance of the Loan; and

     (c)  all other sums then due and payable under this Agreement shall have
          been paid.

5.3  Provisions Applicable to Prepayments. The Borrower may not prepay the Loan
     ------------------------------------
     or any part thereof except in accordance with the express terms of this
     Agreement. Any notice of prepayment given by Borrower under any provision
     of this Agreement shall be irrevocable and Borrower shall be bound to make
     a prepayment in accordance therewith.


5.4  Prepayment Fee.  If the Loan or any part thereof is prepaid under any
     --------------
     provision of this Agreement,  unless otherwise expressly provided in this
     Agreement, the Borrower shall pay to the Lender a prepayment fee in an
     amount calculated as set forth below:


               F =  P x 1.00% + P x V x (D/365)

                                       8
<PAGE>

               F:  prepayment fee
               P:  Principal amount of the Loan that is being prepaid
               V:  Value (not less than zero) equal to the applicable Base Rate
               less the final quotation yield rate for A+ three (3) year Korean
               Won-denominated corporate bond as published by the Korea
               Securities Dealers Association one (1) Banking Day immediately
               prior to the prepayment date
               D:  Actual number of days from the prepayment date to the date of
               next interest rate re-fixing (or maturity) for the Loan


5.5  Other Amounts.  If the Loan or any part thereof is prepaid under any
     -------------
     provision of this Agreement, Borrower shall also pay to the Lender, at the
     time of prepayment, such interest accrued up to the date of prepayment and
     all other sums payable by Borrower under this Agreement.


                         Section 6.  Fees and Expenses

6.1  Front-end Fee.  Borrower shall pay to the Lender a front-end fee in the
     -------------
     amount equivalent to zero point three percent (0.3%) flat of the amount of
     the Facility.  Such front-end fee shall be payable on the earlier of the
     date thirty (30) days from the date of this Agreement and the date of the
     Drawdown.

6.2  Expenses.  Borrower shall forthwith, on demand, and whether or not any
     --------
     Drawdown is made, pay to or reimburse the Lender for all reasonable costs,
     charges and expenses (including legal and other fees on a full indemnity
     basis and translation, communication, advertisement, travel and all other
     out-of-pocket expenses) incurred by it in connection with the negotiation,
     preparation, execution and (where relevant) registration of this Agreement
     and any other documentation required hereunder and the arrangement of the
     Facility and any amendment hereto and any inspection, calculation,
     approval, consent or waiver to be conducted, made or given by the Lender
     pursuant to any provision of this Agreement.

6.3  Enforcement Costs.  Borrower shall from time to time forthwith on demand
     -----------------
     pay to or reimburse the Lender for all reasonable costs, charges and
     expenses (including legal and other fees on a full indemnity basis and all
     other out-of-pocket expenses) incurred by it in exercising any of its
     rights or powers under this Agreement or in suing for or seeking to recover
     any sums due under this Agreement or otherwise preserving or enforcing its
     rights under this Agreement or in defending any claims brought against it
     in respect of this Agreement.

6.4  Taxes.  Borrower shall pay all present and future stamp and other like
     -----
     duties and taxes and all notarial, registration, recording and other like
     fees which may be payable in respect of this Agreement and shall indemnify
     the Lender against all liabilities, costs and expenses which may result
     from any default in paying such duties, taxes or fees.


                   Section 7.  Payments and Evidence of Debt

                                       9
<PAGE>

7.1  Drawdowns.
     ---------

     (a)  Amounts to be advanced by the Lender to Borrower under this Agreement
          shall be made available to the Lender not later than 11:00 a.m. (Seoul
          time) on the date of the relevant Drawdown in same day funds.

     (b)  Subject to paragraph (c) below, the Lender shall make available to
          Borrower the amounts by payment to the account to be designated by
          Borrower in the relevant Notice of Drawdown.

     (c)  In order to eliminate unnecessary movement of cash, the Lender shall
          be entitled to set off from the Drawdown amount, the amount equal to
          the sum of the principal amount of the Senan Loan, interest accrued
          thereon up to the Funding Date and all other sums payable under the
          Senan Loan and deposit only the remaining amount into the Borrower's
          account. For avoidance of doubt, the Borrower shall be deemed to have
          borrowed the full amount of the Drawdown as specified in the Notice of
          Drawdown when the Lender deposits into the Borrower's account the
          portion of the Drawdown amount remaining amount after set-off of the
          Senan Loan.

7.2  Payments by Borrower.   Unless otherwise instructed by the Lender, all
     --------------------
     payments by Borrower under this Agreement shall be made to the Lender not
     later than 11:00 a.m. (Seoul time) on the relevant due date in same day
     funds at the Lending Office of the Lender.

7.3  Allocation of Receipts.  If any amount received by the Lender is less than
     ----------------------
     the full amount due, the Lender shall have the right to allocate the amount
     received towards principal, interest and/or other sums owing hereunder as
     it considers appropriate.

7.4  Banking Days.  Subject to Section 4.2, if any sum would otherwise become
     ------------
     due for payment on a non-Banking Day that sum shall become due on the next
     following Banking Day and interest shall be adjusted accordingly, except
     that if the repayment due under Section 5.1 would then become due in
     another calendar month such repayment shall become due on the immediately
     preceding Banking Day.

7.5  Evidence of Debt.  The Lender shall maintain on its books in accordance
     ----------------
     with its usual practice a set of accounts recording the amounts from time
     to time owing by Borrower hereunder.  In any legal proceeding and otherwise
     for the purposes of this Agreement the entries made in such accounts shall,
     in the absence of manifest error, be conclusive and binding on Borrower as
     to the existence and amounts of the obligations of Borrower recorded
     therein.

7.6  Certificate Conclusive and Binding.  Where any provision of this Agreement
     ----------------------------------
     provides that the Lender may certify or determine an amount or rate payable
     by Borrower, a certificate by the Lender as to such amount or rate shall be
     conclusive and binding on Borrower in the absence of manifest error.


                  Section 8   Substitute Basis of Borrowing

                                      10
<PAGE>

8.1  Notwithstanding anything in this Agreement to the contrary if, on or prior
     to the Interest Refixing Date, the Lender reasonably determines that the
     quotation of interest rate referred to in the definition of the Base  Rate
     is no longer published for purposes of determining the Interest Rate, then
     the Lender shall notify the Borrower in writing of such fact and the
     following provisions shall apply:

     (a)  during the thirty (30) day period following the date of any such
          notice to the Borrower by the Lender ("Negotiation Period"), the
          Lender and the Borrower shall negotiate in good faith for the purpose
          of agreeing upon an alternative, mutually acceptable basis
          ("Substitute Basis") for determining the rate of interest to be
          applicable to the Loan and if, at the expiration of the Negotiation
          Period, the Lender and the Borrower have agreed upon the Substitute
          Basis, the Substitute Basis shall take effect from the date the Lender
          delivered notice to the Borrower hereunder; or

     (b)  if at the expiration of the Negotiation Period, the Substitute Basis
          has not been agreed upon, then the Lender shall have the right, by
          written notice delivered to the Borrower, to declare that for all
          purposes of this Agreement, the Interest Rate shall be, as of the date
          of the expiration of the Negotiation Period, the then prevailing
          interest rate as applied by the Lender to its borrowers for three(3)
          year loan in Korean Won.  In such event, the Borrower shall have the
          option to prepay the Loan, without any payment of prepayment fee as
          set forth in the Section 5.4 of this Agreement, by giving written
          notice to the Lender specifying the prepayment date which is not less
          than fourteen (14) days after such notice is given.  If Borrower
          elects to exercise such option, the Facility shall be cancelled and
          the Borrower shall prepay the Loan in full together with interest
          accrued thereon up to the date of prepayment.


8.2  Notwithstanding anything contained in Section 8.1, if the condition
     referred to in Section 8.1 ceases to exist, then interest on the Loan shall
     again be determined in accordance with the provisions of Section 4.3,
     commencing as of the next Interest Period occurring after the date such
     condition ceases to exist.


                  Section 9.   Change of Law or Circumstances

9.1  Unlawfulness.  If it becomes unlawful for the Lender to give effect to its
     ------------
     obligations hereunder, the Lender shall so notify Borrower, whereupon the
     Lender's Commitment shall be cancelled and its obligation to maintain the
     Loan shall cease.  Borrower shall forthwith after such notification, or
     such longer period as the Lender may certify as being permitted by the
     relevant law, prepay such Loan, without any payment of prepayment fee as
     set forth in the Section 5.4 of this Agreement, in full together with
     interest accrued thereon to the date of prepayment and any other monies
     owing hereunder to the Lender.

9.2  Increased Cost.  If the Lender determines that any change in any applicable
     --------------
     law or regulation or in the interpretation or application thereof or
     compliance by the Lender with any applicable direction, request or
     requirement (whether or not having the force of law) of any competent
     governmental or other authority does or will:

                                      11
<PAGE>

     (a)  subject the Lender to any tax or other payment with reference to sums
          payable by Borrower under this Agreement or oblige the Lender to forgo
          any interest or other return on or calculated by reference to the
          amount of any sum received or receivable by it under this Agreement;
          or

     (b)  impose on the Lender any other condition the effect of which is to (i)
          increase the cost to the Lender of participating in the Facility,
          including without limitation increased costs resulting from complying
          with applicable capital adequacy requirements, or (ii) reduce the
          amount of any payment receivable by, or the effective return to, the
          Lender in respect of the Facility;

     the Lender may so notify Borrower, and Borrower shall from time to time
     upon demand (whether or not the Loan has been repaid) pay to the Lender
     such amounts as the Lender may certify to be necessary to compensate it for
     such tax, payment, increased cost or reduction (each an "increased cost").
     Where such increased cost arises from circumstances contemplated above
     which affect the Lender's business generally or the manner in which or
     extent to which the Lender allocates capital resources, the Lender shall be
     entitled to such increased cost as it determines and certifies is fairly
     allocable to the Facility.  So long as the circumstances giving rise to
     such increased cost continue, Borrower may, after giving the Lender not
     less than thirty (30) days' prior written notice, prepay all (but not only
     part) of the Loan, without any payment of prepayment fee as set forth in
     the Section 5.4 of this Agreement, and upon the giving of such notice the
     Lender's Commitment shall be cancelled and no further Drawdowns shall be
     made.


                             Section 10.  Security

10.1 Mortgage of the Senan Building.  As collateral security for the prompt
     ------------------------------
     payment when due of the principal of and interest on, and all other amounts
     due with respect to the Loan outstanding and all other amounts owing
     hereunder, the Borrower hereby agrees to grant and confirms unto the
     Lender, a first priority kun-mortgage interest on Senan Building to be
     purchased by the Borrower and the maximum mortgage amount of such kun-
     mortgage shall be Eighteen Billion Two Hundred Million Korean Won
     (KRW18,200,000,000).

10.2 Mitigation of Costs and Expense related to Registration of Mortgage.
     ---------------------------------------------------------------------

(a)  Currently, a first priority kun-mortgage ("Existing Mortgage") with the
     maximum mortgage amount being Thirteen Billion Korean Won (KRW
     13,000,000,000) exists on the Senan Building, which is created to secure
     the Senan Loan extended by the Lender to the Senan Corporation.  The
     outstanding principal amount of the Senan Loan as of the date of this
     Agreement is Ten Billion Korean Won (KRW10,000,000,000).  In order to
     reduce the costs and expenses related to the registration of the mortgage
     referred to in Section 10.1 above, the Borrower and the Lender hereby
     agrees to use the Existing Mortgage to secure the Borrower's payment
     obligations hereunder instead of creating a new first priority kun-mortgage
     to secure such obligations.  To this end, instead of deregistering the
     Existing Mortgage and registering a new first priority kun-mortgage on the
     Senan Building, the Borrower agrees to assume all of the Senan
     Corporation's obligation under the Senan Loan and

                                      12
<PAGE>

     under the Existing Mortgage and expand the scope of the secured obligations
     under the Existing Mortgage so that the Facility shall be added as secured
     obligations in addition to the Senan Loan. For that purpose, the following
     steps will be taken:

          (i)  At least one (1) Banking Day prior to the Funding Date, Kun-
          Mortgage Agreement I shall be entered into by and among the Borrower,
          the Senan Building Owners and the Lender.

          (ii) At least one (1) Banking Day prior to the Funding Date, Kun-
          Mortgage Agreement II shall be duly entered into by and between the
          Borrower and the Lender.

     (b)  The Borrower agrees it shall prepay the Senan Loan in full on the
          Funding Date with the proceeds of the Loan hereunder.

10.3 New Registration of Mortgage.
     ----------------------------

     (a)  The Borrower expressly acknowledges and agrees that Lender has agreed
          to the measures under Section 10.2 solely for the benefit of the
          Borrower to save costs and expenses related to the registration of
          kun-mortgage and that, at all times, the economic effect of having
          Kun-Mortgage I and Kun-Mortgage II, as contemplated under Section 10.2
          should be the same as if a new first priority kun-mortgage is
          registered in the maximum mortgage amount of Eighteen Billion Two
          Hundred Million Korean Won (KRW18,200,000,000) for the benefit of the
          Lender for the purpose of securing the Facility. If, for any reason,
          the appropriation of the Existing Mortgage becomes impractical or, at
          the reasonable discretion of the Lender, the Lender's enforcement of
          either Kun-Mortgage I or Kun Mortgage II is adversely affected, the
          Lender shall be entitled to require the Borrower to create a new first
          priority kun-mortgage in the maximum mortgage amount of Eighteen
          Billion Two Hundred Million Korean Won (KRW18,200,000,000) for the
          benefit of the Lender to secure all of the Borrower's obligations
          under this Agreement as originally contemplated in Section 10.1 in
          lieu of Kun-Mortgage I and Kun-Mortgage II.

     (b)  The Borrower currently plans to extend two floors (third and fourth
          floors) to the Senan Building in the near future and hereby expressly
          agrees and acknowledges that such addition to the building will be
          automatically subject to the effects of the Kun-Mortgage I and Kun-
          Mortgage II. The Borrower further covenants that within sixty (60)
          days from the completion of the construction of the third and fourth
          floors of Senan Building, (i) the Borrower shall submit an appraisal
          report prepared by the Korean Appraisal Board showing the appraisal
          results conducted on the Senan Building after the construction of
          third and fourth floors is completed, and (ii) the Borrower shall file
          an application with the competent Real Estate Registry Offices to
          modify the description of the Senan Building recorded on the Real
          Estate Registry (the "Pyojebu" portion of the Real Estate Registry) to
          include such addition of the two floors to the Senan Building.

     (c)  If the application to modify the Pyojebu portion of the Real Estate
          Registry of the Senan Building is rejected by the registry office due
          to the fact that any of the future additional construction, extension,
          improvement, refurbishment,

                                      13
<PAGE>

          remodeling or renovation to the Senan Building has caused the Senan
          Building to be no longer considered as the same as a result of such
          additional construction, extension, improvement, refurbishment,
          remodeling or renovation, the Borrower shall, within fifteen (15) days
          from such rejection by the registry office, complete a new ownership
          registration in the name of the Borrower in respect of the Senan
          Building and registration of a first priority kun-mortgage in the
          maximum mortgage amount of Eighteen Billion two hundred million Korean
          Won (KRW18,200,000,000) securing all of the Borrower's obligations
          under this Agreement for the benefit of the Lender.

10.4 Assignment of Claims to Insurance Proceeds. As a security for the prompt
     -------------------------------------------
     payment when due of the principal of and interest on, and all other amounts
     due with respect to the Loan outstanding and all other amounts owing
     hereunder, the Borrower agrees, to assign all of its rights to claim
     insurance proceeds under the Insurance Policies pursuant to the Assignment
     of Insurance.  The Borrower shall duly complete necessary procedures
     required for perfection of the Assignment of Insurance.


                    Section 11.  Taxes and other Deductions

11.1 Payments to be Free and Clear.  All sums payable by Borrower under this
     -----------------------------
     Agreement shall be paid in full without set-off or counterclaim or any
     restriction or condition and free and clear of any tax or other deductions
     or withholdings of any nature.

11.2 Grossing-up of Payments.  If Borrower or any other person is required by
     -----------------------
     any law or regulation to make any deduction or withholding (on account of
     tax or otherwise) from any payment for the account of the Lender, Borrower
     shall, together with such payment, pay such additional amount as will
     ensure that the Lender receives (free and clear of any tax or other
     deductions or withholdings) the full amount which it would have received if
     no such deduction or withholding had been required.  Borrower shall
     promptly forward to Lender copies of official receipts or other evidence
     showing that the full amount of any such deduction or withholding has been
     paid over to the relevant taxation or other authority.


                  Section 12.  Representations and Warranties

Borrower represents and warrants to the Lender as follows:

12.1 Incorporation and Qualification.  Borrower is a corporation duly organized
     -------------------------------
     and validly existing under the laws of Korea.  Guarantor is duly organized
     and validly existing under the laws of its respective jurisdiction of
     organization.  Borrower and the Guarantor are qualified or registered to do
     business in every jurisdiction where the failure to so qualify or register
     could have a material adverse effect on Borrower or the Guarantor.

12.2 Power and Authority.  Borrower has full legal right, power and authority to
     -------------------
     carry on its present business, to own its properties and assets, to incur
     the indebtedness and other obligations provided for in this Agreement, to
     execute and deliver this Agreement and all other documents thereunder and
     to perform and observe the terms and conditions

                                      14
<PAGE>

     thereof.

12.3 Authorization of Borrowing.  Borrower has taken all appropriate and
     --------------------------
     necessary corporate and legal actions to authorize the execution and
     delivery of this Agreement and all other documents thereunder and to
     authorize the performance and observance of the terms and conditions
     thereof.

12.4 Authorizations and Approvals.  Borrower has obtained or effected all
     ----------------------------
     authorizations, if any, necessary for the valid execution, delivery and
     performance of this Agreement and such authorizations are in full force and
     effect or, by the date on which the Notice of Drawdown is given, such
     authorizations will have been obtained and be in full force and effect and
     there has been no default under the conditions of any of the same.

12.5 Agreement Binding; Compliance with Law and Other Agreements.  This
     -----------------------------------------------------------
     Agreement constitutes the legal, valid, binding and unsubordinated
     obligation of Borrower enforceable in accordance with its terms.  The
     execution, delivery and performance of the terms of this Agreement, the
     payment by Borrower of all amounts due on the dates and in the currency
     provided for herein and the application of the proceeds of the Facility as
     provided in Section 2.2 hereof (i) will not violate or contravene any
     provision of law or regulation which is applicable to Borrower; (ii) will
     not conflict with the Articles of Incorporation or by-laws (or comparable
     constituent documents) of Borrower; (iii) will not conflict with or result
     in the breach of any provision of, or in the imposition of any Encumbrance
     under, any agreement or instrument to which Borrower is a party or by which
     it or any of its properties or assets is bound; and (iv) will not
     constitute a default or an event that, with the giving of notice or the
     passing of time, or both, would constitute a default under any such
     agreement or instrument.

12.6 No Event of Default. Borrower is not in default under any agreement or
     -------------------
     obligation applicable to it or its assets or revenues, the consequences of
     which default could materially and adversely affect its business or
     financial condition or its ability to perform its obligations under this
     Agreement and no Event of Default or prospective Event of Default has
     occurred.

12.7 Compliance with Law.  Borrower and the Guarantor are in full compliance
     -------------------
     with all applicable laws, regulations and orders, whether or not having the
     force of law, including without limitation, tax laws.

12.8 Ranking of the Facility.  The claims of the Lender to the Senan Building
     -----------------------
     over which Kun-Mortgage under the Kun-Mortgage Agreements is expressed to
     be created in respect of the obligations of the Borrower under this
     Agreement will rank ahead of the claims of all other creditors of the
     Borrower over such asset and to the extent that those assets are
     insufficient to satisfy such obligations then the remaining claims of the
     Lender against the Borrower under this Agreement will rank at least equally
     and ratably (pari passu) in point of priority and security with the claims
     of all other unsecured and non-subordinated creditors of the Borrower save
     those preferred solely by any bankruptcy, insolvency, liquidation or  other
     similar laws of general application.

12.9 Legal Actions.  All registrations, recordings or filings, if any, required
     -------------
     as a condition to the legality, validity or enforceability of this
     Agreement or any other document to be

                                      15
<PAGE>

       executed and delivered pursuant to the terms of this Agreement have been
       made by Borrower.

12.10  Financial Statements.  The most recent financial statements of Borrower
       --------------------
       for the time being (including the profit and loss account and balance
       sheet) were prepared in accordance with all applicable laws and
       regulations of Korea and generally accepted accounting principles and
       policies consistently applied and show a true and fair view of the
       financial position of Borrower as at the end of, and the results of its
       operations for, the financial period to which they relate and, as at the
       end of such period Borrower did not have any significant liabilities
       (contingent or otherwise) or any unrealized or anticipated losses which
       are not disclosed by or reserved against in, such financial statements,
       and there has been no material adverse change in the business or
       financial condition of Borrower since the date of such financial
       statements.

12.11  Encumbrances. No Encumbrance exists over all or any part of the property,
       ------------
       assets or revenues of Borrower other than those disclosed in the
       financial statements referred to in Section 12.10 or those notified by
       Borrower to Lender on or prior to the date of this Agreement. Kun-
       Mortgage Agreements create or will create first priority security
       interests on Senan Building in accordance with and subject to the terms
       and conditions of such Kun-Mortgage Agreements.

12.12  Litigation.  No litigation, administrative proceeding or arbitration is
       ----------
       presently pending or threatened against Borrower or the Guarantor or
       their assets or revenues which, if adversely determined, could have a
       material effect on the ability of Borrower or Guarantor to perform its
       obligations under this Agreement.

12.13  No Misstatement.  No information, exhibit or report furnished in writing
       ---------------
       by Borrower to the Lender in connection with the negotiation of this
       Agreement contained any misstatement of fact as at the date of such
       exhibit or report or as at the date when such information was given which
       was material in the context of this Agreement or omitted to state a fact
       as at such date which in any such case would be materially adverse to the
       interests of the Lender under this Agreement.


                            Section 13.  Covenants

13.1   Financial Statements.  Throughout the life of this Agreement, Borrower
       --------------------
       shall provide the Lender with copies of its unaudited financial
       statements for the first six (6) months of each fiscal year and its
       audited financial statements for each fiscal year as they are available
       but in any event not later than sixty (60) days after the close of each
       fiscal period covered by an unaudited financial statement and not more
       than ninety (90) days after the close of each fiscal period covered by an
       audited financial statement and such other information respecting the
       financial condition and operations of Borrower as the Lender may from
       time to time request. Each financial statement provided hereunder shall
       have been prepared in accordance with generally accepted accounting
       principles in Korea consistently applied, and be accompanied by a
       certificate executed by the principal financial officer of Borrower
       stating (i) that as of the date of such financial statement Borrower is
       in full compliance with all terms and conditions hereof, including
       without limitation all financial covenants, and of any document executed
       pursuant hereto, and (ii) that as of such date no Event of Default or
       prospective Event of Default

                                      16
<PAGE>

     has occurred and is continuing.

13.2 Taxes.  Borrower shall pay and discharge all taxes, assessments and
     -----
     governmental charges upon them or their respective assets promptly when due
     and, in any event, prior to the date on which penalties may become attached
     thereto.

13.3 Representations & Warranties.  Borrower shall ensure that the
     ----------------------------
     representations and warranties contained in this Agreement remain at all
     times, during the terms of this Agreement as set forth Section 20.1 of this
     Agreement, true and accurate by reference to the facts and circumstances
     from time to time existing.

13.4 Continuing Governmental Authorizations.  Borrower undertakes to maintain in
     --------------------------------------
     full force and effect all governmental authorizations referred to in
     Section 12.4, if any, and to obtain or effect any new or additional
     governmental authorizations, as may be required or advisable in respect of
     the performance by Borrower of any of the terms and conditions of this
     Agreement.

13.5 Maintenance and Continuity of Business.  (a)  Borrower shall maintain  its
     --------------------------------------
     corporate existences in good standing and in compliance with all applicable
     laws and regulations, and Borrower shall maintain the present character of
     its business.

     (b)  Borrower shall maintain insurance on and in relation to its
          businesses, properties and assets with reputable underwriters or
          insurance companies against such risks and in such amount as are
          customary for businesses of a like nature in the jurisdiction in which
          such properties and assets are located or in which such businesses are
          conducted.

     (c)  Borrower shall not, except with the prior written consent of the
          Lender, (i) merge or consolidate with any other corporation or (ii)
          purchase or otherwise acquire all or substantially all of the assets
          of any other corporation or (iii) sell, lease, transfer or otherwise
          dispose of all or any material portion of its property or assets,
          whether by a single transaction or by a number of transactions whether
          related or not.  Lender's consent shall not be unreasonably withheld
          and shall be provided within 10 Banking Days from the date Borrower
          provided the Lender with all reasonably necessary information
          requested by the Lender so as to give such consent.

13.6 Notice.  As soon as possible but in any event within seven (7) days after
     ------
     occurrence, Borrower shall give written notice to the Lender of any Event
     of Default or prospective Event of Default, or any litigation,
     administrative proceeding or arbitration referred to in Section 12.12, and
     of any other matter which has resulted or might result in a material
     adverse change in Borrower's operations or financial condition or affect
     Borrower's ability to pay, when due, any amounts due under this Agreement.

13.7 Encumbrances.  Borrower shall not, except with the prior written consent of
     ------------
     the Lender, permit any loan, debt, guarantee or other obligation
     constituting indebtedness of Borrower or any other person to be secured by
     any Encumbrance on the Senan Building.

13.8 Financial Covenants.   The Borrower shall ensure that, at all times during
     -------------------
     the period starting from the first half of the Borrower's fiscal year of
     2003 until the expiration of

                                      17
<PAGE>

      the term of this Agreement, (a) the ratio of EBITDA to interest expenses
      (incurred in respect of the Indebtedness for Borrowed Money) shall be
      equal or greater than 2.0; and (b) the ratio of Indebtedness for Borrowed
      Money of the Borrower to EBITDA shall be equal or less than 4.0. The
      financial ratios in (a) and (b) shall be calculated on the basis of semi-
      annual unaudited financial statements and annual audited financial
      statements as submitted by the Borrower pursuant to Section 13.1.;
      provided, however, to the extent that no other Event of Default has
      occurred and is concurrently existing, the Lender shall be entitled to
      take actions under Section 14.2 only from the third anniversary of the
      date of the Drawdown even though the Borrower fails to meet either of the
      above financial ratios for the first half of the Borrower's fiscal year of
      2003.

13.9  Accounts.  During the term of this Agreement, the Borrower shall open and
      --------
      maintain a revenue account with the Lender and ensure that the majority of
      the Borrower's servicing fees to be received in consideration for the
      Borrower's provision of services to its customers after the Funding Date
      are deposited into such revenue account; provided that terms received by
      the Borrower from the Lender are comparable to prevailing market rates.
      Further, in the event that a need to deposit any surplus cash with a
      financial institution in Korea arises at any time during the term of this
      Agreement, the Borrower shall deposit such cash in the deposit/savings
      account established with the Lender.

13.10 Use of Facility.  Borrower shall use the proceeds of the Facility
      ---------------
      exclusively for the purposes specified in Section 2.2.

13.11 Security Interest.  Borrower shall maintain Kun-Mortgages under Kun-
      -----------------
      Mortgage Agreement I and Kun-Mortgage Agreement II in full force and
      effect.

13.12 Insurance.
      ----------

      (a)  During the term of this Agreement, the Borrower shall (i) maintain
           the Insurance Policies in full force and effect in accordance with
           its obligations hereunder; (ii) provide to the Lender evidence that
           all Insurance Policies are in full force and effect; (iii) perform
           all of its obligations under the terms of the Insurance Policies; and
           (iv) notify the Lender of any material change intended to be made by
           the Borrower to any of the Insurance Polices and not to make any
           material alteration to any Insurance Policies without the prior
           written consent of the Lender.


      (b)  The Borrower shall use reasonable efforts to protect its interests
           and rights in, and the Lender's interests and rights in, the
           Insurance Policies and any proceeds received therefrom.

      (c)  The Borrower shall notify the Lender upon the occurrence of any event
           that is likely to give rise to a claim under any Insurance Policies.

      (d)  The Borrower shall not, without the prior written consent of the
           Lender, settle, compromise or abandon any claim under any of the
           Insurance Policies.

      (e)  In the event that the Borrower fails to pay any premium when due, the
           Lender,

                                      18
<PAGE>

           on behalf of the Borrower, may, but shall not be obligated to, pay
           any premium or other amounts payable in respect of the Insurance
           Policies or effect any insurance required to be maintained pursuant
           to this Agreement or the Kun-Mortgage Agreements and the Borrower
           will on demand pay to the Lender the amount of any payment made in
           connection with the provisions of this Agreement, together with
           interest on such amount at the Default Interest Rate for the period
           beginning on the date on which the Lender made such payment up to the
           date of receipt of the amount of such payment from the Borrower.

13.13 Further Documents. Borrower shall furnish the Lender with all such other
      -----------------
      documents and instruments and do all such other acts and things as the
      Lender may require to carry out the transactions contemplated herein or in
      the documents to be delivered hereunder.


                        Section 14.  Events of Default

14.1  Events of Default.  Each of the following events or occurrences shall
      -----------------
      constitute an Event of Default under this Agreement:

      (a)  Borrower fails to pay, within three (3) business days, when due any
           sum payable under this Agreement when due or otherwise in accordance
           with the provisions of this Agreement.

      (b)  Any representation, warranty or statement made or deemed to be made
           by Borrower in this Agreement, Kun-Mortgage Agreements or in any
           document executed hereunder or by Guarantor in the Guaranty proves to
           have been incorrect or misleading in any respect considered by the
           Lender to be material.

      (c)  Borrower or Guarantor fails duly and punctually to perform or observe
           any obligation or covenant made by it in this Agreement, Kun-Mortgage
           Agreements or the Guaranty or any other document executed hereunder
           or thereunder and as a result thereof it might reasonably be
           considered by the Lender that the ability of Borrower or Guarantor to
           promptly comply with their respective obligations under this
           Agreement, Kun-Mortgage Agreements or the Guaranty is materially
           adversely affected thereby.


      (d)  Borrower or Guarantor fails to perform or observe any obligation or
           covenant contained in this Agreement or the Guaranty other than as
           referred to in paragraphs (a), (b) and (c) above and such failure is
           not remediable or, if remediable, continues for a period of thirty
           (30) days after receipt by Borrower or Guarantor of notice of such
           failure from the Lender.

      (e)  Borrower or Guarantor fails to discharge when due any Indebtedness
           for Borrowed Money or to honor any guarantee of any Indebtedness for
           Borrowed Money; provided, however, that non-payment by Borrower or
           Guarantor to honor any guarantee or any Indebtedness for Borrowed
           Money is not the result of a bonafide dispute between parties, or
           there occurs any event of default (however so described) under any
           other agreement pursuant to which any other

                                      19
<PAGE>

           indebtedness or guarantee of Borrower or Guarantor is created,
           secured or evidenced, if the effect of such failure or occurrence is
           to cause or permit such indebtedness or guarantee to become or to be
           declared due prior to its normal maturity.

      (f)  Any change occurs in the financial or other condition of Borrower or
           Guarantor which may reasonably be considered by the Lender to
           materially adversely affect the ability of Borrower or Guarantor to
           comply with all or any of their respective obligations under this
           Agreement, Kun-Mortgage Agreements or the Guaranty.

      (g)  Borrower or Guarantor becomes insolvent or commits or permits any act
           of bankruptcy, which term shall include (i) the filing of a petition
           in any bankruptcy, reorganization, winding-up or liquidation
           proceeding or other proceeding analogous in purpose or effect, (ii)
           the failure by Borrower or Guarantor to have any such petition filed
           by another party discharged within thirty (30) days, (iii) the
           application for or consent to the appointment of a receiver or
           trustee for the bankruptcy, reorganization, winding-up or liquidation
           of Borrower or Guarantor, (iv) the making by Borrower or Guarantor of
           an assignment for the benefit of, or any composition or arrangement
           with, its creditors, (v) the admission in writing by Borrower or
           Guarantor of its inability to pay its debts, (vi) the passing of a
           resolution by Borrower or Guarantor approving any reorganization,
           winding-up or liquidation of Borrower or Guarantor, or of a
           substantial portion of its properties or assets, (vii) the entry of
           any court order or judgment confirming the bankruptcy or insolvency
           of Borrower or Guarantor, or approving any reorganization, winding-up
           or liquidation of Borrower or Guarantor or of a substantial portion
           of its properties or assets, (viii) any creditor of Borrower,
           Guarantor exercises a contractual right to assume the financial
           management of Borrower or Guarantor, or (ix) Borrower or Guarantor is
           unable to pay its debts, stops, suspends or threatens to stop or
           suspend payment of all or a material part of (or of a particular type
           of) its indebtedness, begins negotiations or takes any other step
           with a view to the deferral, rescheduling or other readjustment of
           all of (or all of a particular type of) its indebtedness (or of any
           part which it will or might otherwise be unable to pay when due).

      (h)  A writ of attachment or execution or similar process is issued
           against a substantial part of the assets of Borrower or Guarantor
           which remains undismissed, unbonded or undischarged for a period of
           thirty (30) days.

      (i)  Borrower or Guarantor, without the prior written consent of the
           Lender, ceases its operations or sells or otherwise disposes of all
           or a substantial part of its assets (whether by a single transaction
           or a series of transactions), or Borrower or Guarantor decides to
           cease its operations or to sell or otherwise dispose of, or any
           governmental or other authority expropriates or nationalizes or
           threatens to expropriate or nationalize, all or a substantial part of
           its assets.

      (j)  This Agreement, the Guaranty or any provision hereof or thereof
           ceases for any reason to be in full force and effect or is terminated
           or jeopardized or becomes invalid or unenforceable or if there is any
           dispute regarding the validity or

                                      20
<PAGE>

          enforceability of the same in each case in a manner which, in the
          opinion of the Lender, might materially and adversely affect the
          interests of the Lender hereunder, or if there is any purported
          termination or repudiation of the same.

     (k)  Any governmental authorization granted or required in connection with
          this Agreement, Kun-Mortgage Agreements or the Guaranty is terminated
          or revoked or is modified in any manner unacceptable to the Lender.

     (l)  Any of Kun-Mortgage I and/or Kun-Mortgage II is imperiled or
          jeopardized in any way or any of Kun-Mortgage Agreement I and/or Kun-
          Mortgage Agreement II ceases to constitute the legal, valid and
          binding obligations of the Borrower.

     (m)  Assignment of Insurance ceases to constitute the legal, valid and
          binding obligations of the Borrower.

     (n)  Any material part of the Insurance Policies is or becomes void or
          unenforceable for any reason and is not renewed within seven (7) days
          of such Insurance Policies becoming void.

     (o)  Borrower, without the prior written consent of the Lender, voluntarily
          or involuntarily merges or consolidates with any other entity.

     (p)  It becomes impossible or unlawful for Borrower or Guarantor to perform
          or comply with any one or more of their respective obligations under
          this Agreement, Kun-Mortgage Agreements, or the Guaranty.

     (q)  Any event occurs which in the reasonable opinion of the Lender does or
          will prevent or materially imperil fulfillment by Borrower or
          Guarantor of their respective obligations under this Agreement, Kun-
          Mortgage Agreements or the Guaranty.

14.2 Consequences of Default. (a) If an Event of Default shall occur and be
     -----------------------
     continuing, the Lender may, at the same or different times, declare the
     Loan and accrued interest payable hereunder to be, whereupon they shall
     become, immediately due and payable without demand, notice or other legal
     formality of any kind, all of which are expressly waived by Borrower;
     provided, however, that upon the occurrence of any event described in
     --------  -------
     Section 14.1(g), all sums then owing by Borrower hereunder shall, without
     any declaration or other action by the Lender, automatically be immediately
     due and payable, and the Facility shall be immediately cancelled without
     demand, notice or other legal formality of any kind, all of which are
     expressly waived by Borrower.

     (b)  In addition to the actions permitted in paragraph (a) above, the
          Lender may take any action, exercise any other right or pursue any
          other remedy conferred upon it by this Agreement and/or any applicable
          law or regulation or otherwise as a consequence of any Event of
          Default.

14.3 No Waiver.  No waiver of any Event of Default shall constitute a waiver of
     ---------
     any other or any succeeding Event of Default except to the extent provided
     in such waiver.

                                      21
<PAGE>

                         Section 15.  Default Interest

15.1 Non-Payment. (a) If Borrower fails to pay any sum payable under this
     -----------
     Agreement when due, the Borrower shall pay interest accrued on such sum
     from and including the due date to the date of actual payment (as well
     after as before judgment) at the then prevailing default rate published by
     the Lender.

     (b) The default interest contemplated under this Section 15 shall be
     calculated on the basis of the actual number of days elapsed and a 365-day
     year.

15.2 Other Events of Default.   If an Event of Default other than that described
     ------------------------
     in Section 13.1(a) shall occur and be continuing, Borrower shall pay to the
     Lender on demand for the account of each Lender interest on the amount of
     the Loan then outstanding from and including the date of such default to
     and including the date the default is cured (after as well as before
     judgment) at the rate which is two percent (2%) per annum above the
                                                     --- -----
     Interest Rate then applicable to the Loan.


                           Section 16.  Indemnities

16.1 General Indemnity.  Borrower shall indemnify the Lender against all losses,
     -----------------
     liabilities, damages, costs and expenses which the Lender may incur as a
     consequence of any Event of Default or any other breach by Borrower of any
     of its obligations under this Agreement or otherwise in connection with
     this Agreement (including any loss or expense incurred in liquidating or
     redeploying funds acquired to maintain the Lender's Participation in the
     Loan and any interest or fees incurred in funding any unpaid sum, but
     taking into account any interest paid by Borrower in respect of such unpaid
     sum under Section 15).

16.2 Currency Indemnity. Korean Won shall be the currency of account and of
     ------------------
     payment in respect of sums payable under this Agreement. If an amount is
     received in another currency, pursuant to a judgment or order in the
     liquidation of Borrower or otherwise, Borrower's obligations under this
     Agreement shall be discharged only to the extent that the Lender may
     purchase Korean Won with such other currency in accordance with normal
     banking procedures upon receipt of such amount. If the amount in Korean Won
     which may be so purchased, after deducting any costs of exchange and any
     other related costs, is less than the relevant sum payable under this
     Agreement, Borrower shall indemnify the Lender against the shortfall. This
     indemnity shall be an obligation of Borrower independent of and in addition
     to its other obligations under this Agreement and shall take effect
     notwithstanding any time or other concession granted to Borrower or any
     judgment or order being obtained or the filing of any claim in the
     liquidation, dissolution or bankruptcy (or analogous process) of Borrower.

                            Section 17.  Assignment

17.1 Borrower.  Except with the prior written consent of the Lender, Borrower
     --------
     shall not assign or transfer any of its rights or obligations hereunder.

                                      22
<PAGE>

17.2 Lender.  The Lender may assign or transfer all or any part of its rights,
     ------
     benefits and obligations hereunder; provided the assignee or transferee
     agrees to be bound by all of the provisions of this Agreement, including
     without limitation the confidentiality provisions of Section 20.8. Borrower
     shall take any and all actions the Lender may reasonably require to perfect
     and complete any such assignment or transfer, including without limitation
     the giving of its consent thereto. Upon any assignment or transfer by the
     Lender, the assignee or transferee shall be entitled, to the extent of the
     interest assigned or transferred, to the benefit of the indemnities, tax
     reimbursements and rights of set-off of the Lender pursuant to the
     provisions of this Agreement as fully as if it were a party hereto. The
     acts of the Lender or the failure of the Lender to act hereunder shall in
     all circumstances be conclusive and binding on any transferee or assignee
     of the Lender's interest hereunder.

17.3 Subparticipations.  The Lender may at any time grant one or more
     -----------------
     subparticipations in its rights and/or obligations under this Agreement but
     no other party hereto shall be concerned in any way with any
     subparticipation so granted.

17.4 Disclosure. The Lender may disclose to a transferee, assignee or
     ----------
     subparticipant or potential transferee, assignee or subparticipant, such
     information about Borrower as the Lender shall consider appropriate;
     provided, however, if such information includes any confidential
     information about the Borrower, the Lender will cause recipient(s) thereof
     to sign an appropriate non-disclosure agreement.

17.5 Limitations on Assignments.  The Lender agrees that it will not, assign,
     --------------------------
     transfer or grant a subparticipation to a party (or to its Affiliate) whose
     business is in direct competition with the business of the Borrower, except
     with a prior written consent of the Borrower.


                  Section 18.  Governing Law and Jurisdiction

18.1 Governing Law.  This Agreement and the rights and obligations of the
     -------------
     parties hereunder shall be governed by and construed in accordance with the
     laws of Korea.

18.2 Jurisdiction.  Borrower agrees that any legal action or proceeding arising
     ------------
     out of or relating to this Agreement may be brought in the Seoul District
     Court in Seoul, Korea and irrevocably submits to the non-exclusive
     jurisdiction of such court. The foregoing, however, shall not limit the
     rights of the Lender to bring any legal action or proceeding or to obtain
     execution of judgment in any other jurisdiction.

                             Section 19.  Notices

19.1 Delivery.  Each notice, demand or other communication to be given or made
     --------
     under this Agreement shall be in writing and delivered or sent to the
     relevant party at its address or fax number set out below (or such other
     address or telephone number or fax number as the addressee has by five (5)
     days' prior written notice specified to the other party):

     To Borrower:   iAsiaWorks Korea Ltd.
                    BoRaMae DaeKyo Building, 6th Floor, 729-21, Bongchon-Dong,
                    Kwanak-Gu, Seoul 151-706 Korea

                                      23
<PAGE>

                     Fax No.:    822-3284-7700
                     Attention:  Yun Ho Rhee

     and to Lender:  Korea First Bank, Yangjae-Dong Branch
                     Hae Dong Building, 1st Floor, 1362-14, Seocho-Dong,
                     Seocho-Gu, Seoul 137-070 Korea

                     Fax No.:    822-3474-6864
                     Attention:  Yeon Soon Lee


     with a copy to: Korea First Bank
                     100, Kongypung-Dong, chongro-Gu, Seoul 110-702 Korea

                     Fax No.:    822-3702-4945
                     Attention:  Suk Jin Chung


19.2 Deemed Delivery.  Any notice, demand or other communication so addressed to
     ---------------
     the relevant party shall be deemed to have been delivered (i) if given or
     made by letter, when actually delivered to the relevant address, and (ii)
     if given or made by fax, when dispatched with a simultaneous confirmation
     of transmission stating that the correct number of pages has been sent and
     that such transmission is error free (or equivalent), provided that, if
     such day is not a working day in the place to which it is sent, such
     notice, demand or other communication shall be deemed delivered on the next
     following working day at such place.

19.3 Language.  All notices, demands or other communications hereunder and any
     --------
     other documents required to be delivered hereunder shall be in either (i)
     the Korean language or English language or (ii) accompanied by a certified
     translation into the Korean language.


                          Section 20.  Miscellaneous

20.1 Term.  The term of this Agreement shall commence on the date first set
     ----
     forth above and shall end on the date of termination of the Facility or, if
     later, upon payment in full of all principal, interest and other sums
     payable by Borrower hereunder. The representations and warranties of
     Borrower set forth herein shall survive the making of the Loan and the
     indemnities of Borrower contained herein shall survive repayment of the
     Loan.

20.2 Entire Agreement.  This Agreement and the documents referred to herein
     ----------------
     constitute the entire obligations of the parties hereto and supersede any
     prior expressions of intent or understandings with respect to this
     transaction.

20.3 Amendment.  Any amendment or waiver of any provision of this Agreement and
     ---------
     any waiver of any default under this Agreement shall only be effective if
     made in writing and signed by or on behalf of the party against whom the
     amendment or waiver is asserted.  For these purposes, the written approval
     of the Lender against whom an amendment or waiver is asserted is required
     where that amendment or waiver relates to:

                                      24
<PAGE>

     (a)  an increase of the Facility or of any Lender's Commitment or the
          length of the Availability Period or the amount or currency of or the
          due date for any payment of principal or interest on the Loan;

     (b)  a reduction in the rate or rates of interest or any fees or other
          amounts payable to the Lender hereunder; or

     (c)  any voluntary or mandatory prepayment.

20.4 Waiver; Cumulative Rights.  The failure or delay of the Lender to require
     -------------------------
     performance by Borrower of any provision of this Agreement shall not affect
     its right to require performance of such provision nor shall any single or
     partial exercise of the same preclude any further exercise thereof or the
     exercise of any other right, power or remedy. Each and every right, power
     and remedy granted to the Lender hereunder or by law shall be cumulative
     and may be exercised in part or in whole from time to time.

20.5 Severability.  If any one or more of the provisions contained in this
     ------------
     Agreement or any document executed in connection herewith shall be invalid,
     illegal or unenforceable in any respect under any applicable law, the
     validity, legality and enforceability of the remaining provisions contained
     herein shall not in any way be affected or impaired thereby.

20.6 Set-Off.  To the extent permitted by law, the Lender may at any time set-
     -------
     off or apply any and all deposits by Borrower with the Lender at its head
     office or at any branch, subsidiary or affiliate of its head office
     (whether general or special, time or demand, matured or unmatured) in
     reduction of amounts due to it hereunder; provided, however, that the
     Lender shall immediately notify the Borrower of such set-off or
     application.

20.7 Counterparts.  This Agreement may be signed in any number of counterparts.
     ------------
     Any single counterpart or a set of counterparts signed, in either case, by
     all parties hereto shall constitute a full and original agreement for all
     purposes.

20.8 Confidentiality.  In handling any confidential information, Lender shall
     ----------------
     exercise the same degree of care that it exercises with respect to its own
     proprietary information of the same types to maintain the confidentiality
     of any non-public information thereby received or received pursuant to this
     Agreement, except that disclosure of such information may be made (i) as
     required by law, regulations, rule or order, subpoena, judicial order or
     similar order, (ii) as may be required in connection with the examination,
     audit or similar investigation of the Lender (iii) to any actual or
     potential assignee or transferee or subparticipant pursuant to Section 17.4
     and (iv) as the Lender may deem appropriate in connection with the exercise
     of any remedies hereunder.  Confidential information hereunder shall not
     include information that is in the public domain.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized signatories as of the day and year first
written above.

                                      25
<PAGE>

BORROWER
--------


iAsiaWorks Korea Ltd.



By /s/ Nick Pianim
  --------------------------------
Name:  Nick Pianim
Title:  Vice President of Global Business Development



LENDER
------

KOREA FIRST BANK, YANGJAE-DONG BRANCH


By /s/ signature illegible
  --------------------------------
Name:
Title:

                                      26
<PAGE>

                                  SCHEDULE I
                                  ----------

                        CONDITIONS PRECEDENT DOCUMENTS


1.   The Guaranty duly executed by Guarantor.

2.   Certified copies of appropriate consents, licenses, approvals or
     authorizations of and filings or registrations with such governmental
     authorities in any jurisdiction, including Korea, as may be necessary or
     advisable to authorize the borrowings under the Loan Agreement and the
     execution and performance of the Loan Agreement and the Guaranty and to
     permit payment in Won of all payments at the times, at the places and in
     the manner provided for under the Loan Agreement and the Guaranty,
     including without limitation, the approval of Borrower's designated bank in
     respect of the Guaranty.

3.   In relation to Borrower:

     (a)  certified copies of:

          (i)    the Articles of Incorporation;

          (ii)   the Commercial Registry extracts relating to Borrower;

          (iii)  the minutes of a meeting of the board of directors adopting
                 resolutions authorizing the execution, delivery and performance
                 of the Loan Agreement;

          (iv)   a power of attorney issued by the Representative Director of
                 the Borrower in favor of the persons authorized to sign the
                 documents in connection with this transaction, in the event a
                 person other than the Representative Director is authorized to
                 sigh such documents;

          (v)    the seal certificate for the Representative Director
                 participating in the meeting referred to in (iii) above; and

          (vi)   a copy of notice of Assignment of Insurance substantially in
                 the form as attached to the Assignment of Insurance given to
                 the insures.

     (b)  a certificate of the Representative Director certifying (x) the
          documents referred to in paragraph 3(a) above, (y) the incumbency and
          specimen signature and/or seal impression of the person authorized to
          sign the documents as referred to in paragraph 3(a)(iii) above, and
          (z) that the seal impressions set out beside the names of each
          director listed in the minutes of the meeting referred to in paragraph
          3(a)(iii) above are the respective genuine seal impressions of each
          such director.

     (c)  An evidence (in the form of certificates of insurance) that the
          Insurance Policies are in full force and effect.

     (d)  A full set of all registration documents necessary for filing the
          application for
<PAGE>

          registration of the Kun-Mortgage I and Kun-Mortgage II with the
          competent Real Estate Registry Offices, in form and substance
          satisfactory to the Lender and its legal counsel.


4.   In relation to Guarantor:

     (a)  certified copies of:

          (i)    the Certificate of Incorporation and By-laws (or other
                 constitutive documents) of Guarantor;

          (ii)   a good standing certificate issued by the Secretary of the
                 State of Delaware relating to Guarantor; and

          (iii)  the minutes of a meeting of the board of directors of Guarantor
                 adopting resolutions authorizing the execution and performance
                 of the Guaranty and further authorizing the authority of the
                 person signing the Guaranty and any other documents to be
                 executed by Guarantor in relation thereto, and any power of
                 attorney issued in connection therewith.

     (b) a certificate of the Secretary of Guarantor certifying (i) the
         documents referred to in paragraph 4(a) above and (ii) the incumbency
         and specimen signature(s) of the person(s) authorized to sign the
         Guaranty and any other documents to be executed by Guarantor in
         relation thereto.

5.   A letter from the Borrower accepting its appointment as process agent for
     the Guarantor, substantially in the form of Exhibit C hereto.

6.   Favorable legal opinions of (i) Korean counsel to the Borrower, and (ii) US
     counsel to Guarantor, substantially in the form of Exhibits D-1 and D-2
     hereto in form and substance satisfactory to the Lender.

7.   A copy of purchase and sale agreement regarding the Senan Building entered
     into by and between the Senan Building Owners and the Borrower.

8.   Such other documents relating to any of the matters contemplated under the
     Loan Agreement and the Guaranty as the Lender may request.

                                     II-2
<PAGE>

                                   EXHIBIT A
                                   -------

                          FORM OF NOTICE OF DRAWDOWN

                                    [date]

To:  Korea First Bank

     Re:  KRW14,000,000,000 Loan Agreement dated October [_], 2000
          ----------------------------------------------------------

Dear Sirs:

We refer to the above Loan Agreement, and hereby give notice that we wish to
make a Drawdown under the Facility on [     ], 2000 in the amount of KRW[     ].

The proceeds of the Drawdown are to be used exclusively for the purposes
specified in the Loan Agreement.

We hereby irrevocably and unconditionally authorize yourselves to transfer the
proceeds of the Drawdown to the following accounts:

                             [details of accounts]

We hereby certify to you that as of the date of this notice:

(a)  the representations and warranties set out in Section 11 of the Loan
     Agreement, repeated with reference to the facts and circumstances
     subsisting at the date of this notice, remain true and correct;

(b)  no Event of Default or prospective Event of Default has occurred which
     remains unwaived or unremedied or would result from the making of the
     Drawdown; and

(c)  all applicable conditions precedent specified in Section 3 of the Loan
     Agreement have been met.

Terms defined in the Loan Agreement shall have the same meanings when used in
this notice.

                         For and on behalf of
                         iAsiaWorks Korea Ltd.

                         By /s/ Nick Pianim
                           ----------------------------
                         Name:  Nick Pianim
                         Title: Vice President of Global Business Development
<PAGE>

                                   EXHIBIT B
                                   ---------


                               FORM OF GUARANTY


THIS GUARANTY is made on this 10th day of October, 2000

BY:

iAsiaWorks, Inc., a corporation organized and existing under the laws of the
State of [Delaware] with its registered head office at 2000 Alameda de las
Pulgas, Suite 125, San Mateo, California 94403 U.S.A. ("Guarantor").

IN FAVOUR OF:

(1)  the Lender referred to below.


WHEREAS:

(A)  By a loan agreement (the "Loan Agreement") dated [     ], 2000 and made
     between (1) iAsiaWorks Korea Ltd., as borrower ("Borrower") and (2) Korea
     First Bank, Yangjae-dong Branch as lender ("Lender"), the Lender have
     agreed to make available to Borrower a term loan facility in an aggregate
     principal amount of up to KRW14,000,000,000 (the "Facility") upon the terms
     set out therein.

(B)  It is a condition precedent to the Lender making the Facility available to
     Borrower that Guarantor enter into this Guaranty.


NOW THIS GUARANTY WITNESSES as follows:


Section 1.   Interpretation
             --------------

In this Guaranty, unless the context requires otherwise:

(a)  terms and expressions defined in the Loan Agreement shall have the same
     meanings when used in this Guaranty; and

(b)  "Secured Indebtedness" means all and any sums (whether principal, interest,
     fees or otherwise) which are or at any time may become payable by Borrower
     under the Loan Agreement and all other monies hereby secured.


Section 2.   Guaranty
             --------

2.1  In consideration of the Lender granting the Facility to Borrower, Guarantor
     irrevocably and unconditionally guarantees, as primary obligor and not
     merely as surety to the Lender, jointly and severally with Borrower, the
     due and punctual payment of the
<PAGE>

     Secured Indebtedness when and as the same shall become due and payable,
     whether at stated maturity, upon acceleration, extension or otherwise,
     according to the terms of the Loan Agreement.

2.2  Guarantor agrees to pay to the Lender any amount of the Secured
     Indebtedness in the currency or respective currencies in which the same is
     payable under the terms of the Loan Agreement at any time on demand against
     the Lender's invoice accompanied by the Lender's simple certificate stating
     that Borrower has failed to pay the same pursuant to the Loan Agreement,
     which invoice shall be final and conclusive as to the amount owed absent
     manifest error.

2.3  This Guaranty shall be a continuing guaranty and shall remain in full force
     and effect until the Secured Indebtedness has been paid in full and shall
     not be (or be construed as to be) discharged by any intermediate discharge
     or payment of or on account of the Secured Indebtedness or any settlement
     of accounts between the Lender and Borrower or anyone else.

Section 3.   Indemnity
             ---------

Without prejudice to the guaranty contained in Section 2, Guarantor
unconditionally and irrevocably undertakes, as a separate, additional and
continuing obligation and as a primary obligor, to indemnify the Lender from
time to time on demand against all losses, liabilities, damages, costs and
expenses whatsoever arising out of any failure by Borrower to make due and
punctual payment of the Secured Indebtedness or in the due and punctual
performance and observance of all other obligations under the Loan Agreement.
This indemnity shall remain in effect notwithstanding that the guaranty under
Section 2 ceases to be valid or enforceable against Guarantor for any reason
whatsoever.

Section 4.   Preservation of Rights
             ----------------------

4.1  The obligations of Guarantor herein contained shall be in addition to and
     not in substitution for any other guaranty or security which the Lender may
     now or hereafter hold in respect of the Secured Indebtedness. The Lender
     may change or release any such guaranty or security and such shall have no
     effect whatsoever on this Guaranty.

4.2  Neither the obligations of Guarantor hereunder nor the rights, powers and
     remedies conferred upon the Lender by this Guaranty or by law shall be
     discharged, impaired or otherwise affected by:

     (a)  the winding-up, dissolution, administration or reorganization of
          Borrower or any change in its status, function, control or ownership;

     (b)  any of the obligations of Borrower under the Loan Agreement being or
          becoming illegal, invalid or unenforceable in any respect;

     (c)  any variation or amendment to the terms of the Loan Agreement or any
          other document referred to therein;

                                      B-2
<PAGE>

     (d)  the granting of any time or indulgence to Borrower or any other
          person;

     (e)  the invalidity or unenforceability of any obligation or liability of
          Borrower under the Loan Agreement;

     (f)  any invalidity or irregularity in the execution of the Loan Agreement
          or this Guaranty;

     (g)  any deficiency in the powers of Borrower to enter into or perform any
          of its obligations under the Loan Agreement or any irregularity in the
          exercise thereof or any lack of authority by any person purporting to
          act on behalf of Borrower;

     (h)  any other guarantee or security which the Lender may now or hereafter
          hold in respect of the Secured Indebtedness being or becoming wholly
          or partly void, voidable or unenforceable;

     (i)  any waiver, exercise, omission to exercise, compromise, renewal or
          release of any rights against Borrower or any other person or any
          compromise, arrangement or settlement with any of the same;

     (j)  any act, omission, event or circumstance which would or may but for
          this provision operate to prejudice, affect or discharge this Guaranty
          or the obligations of Guarantor hereunder; or

     (k)  any dispute between Borrower and any person in relation to the Loan
          Agreement and any amount payable thereunder.

4.3  The Lender shall not be obliged before exercising any of the rights, powers
     or remedies conferred upon it under this Guaranty or by law:

     (a)  to make any demand of Borrower;

     (b)  to take any action or obtain judgement in any court against Borrower;

     (c)  to make or file any claim or proof in a winding-up or dissolution of
          Borrower; or

     (d)  to enforce or seek to enforce any other security taken in respect of
          the Secured Indebtedness.

4.4  Guarantor represents to and undertakes with the Lender that it has not
     taken and will not take any security in respect of its liability under this
     Guaranty whether from Borrower or any other person. So long as any sum
     remains owing by Borrower to the Lender, Guarantor shall not exercise any
     right of subrogation or any other rights of a surety or enforce any
     security or other right or claim against Borrower (whether in respect of
     its liability under this Guaranty or otherwise) or any other person who has
     guaranteed or given any security in respect of the Secured Indebtedness or
     claim in the insolvency or liquidation of Borrower or any such other person
     in competition with the Lender. If Guarantor receives any payment or
     benefit in breach of this Section, it shall hold the

                                      B-3
<PAGE>

     same upon trust for the Lender as a continuing security for the Secured
     Indebtedness.


Section 5.   Costs, Charges and Expenses
             ---------------------------

Guarantor shall from time to time forthwith on demand pay to or reimburse the
Lender for all costs, charges and expenses (including legal and other fees on a
full indemnity basis) incurred by the Lender in connection with the preparation
and execution of this Guaranty and in exercising any of its rights or powers
hereunder or in suing for or seeking to recover any sums due hereunder or
otherwise preserving or enforcing its rights hereunder or in defending any
claims brought against it in respect of this Guaranty or in releasing this
Guaranty upon payment of the Secured Indebtedness.

Section 6.   Taxes and other Deductions
             --------------------------

6.1  All sums payable by Guarantor under this Guaranty shall be paid in full
     without set-off or counterclaim or any restriction or condition and free
     and clear of any tax or other deductions or withholdings of any nature.

6.2  If Guarantor or any other person is required by any law or regulation to
     make any deduction or withholding (on account of tax) from any payment for
     the account of the Lender, Guarantor shall, together with such payment, pay
     such additional amount as will ensure that the Lender receives (free and
     clear of any tax) the full amount which it would have received if no such
     deduction or withholding had been required.  Guarantor shall promptly
     forward to the Lender copies of official receipts or other evidence showing
     that the full amount of any such deduction or withholding has been paid
     over to the relevant taxation or other authority.

Section 7.   Currency Indemnity
             ------------------

If an amount due to the Lender from Guarantor in one currency (the "first
currency") is received by the Lender in another currency (the "second
currency"), Guarantor's obligations 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 normal banking procedures.  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, Guarantor
shall indemnify the Lender against the shortfall.

Section 8.   Representations and Warranties
             ------------------------------

Guarantor represents and warrants to the Lender as follows:

(a)  Guarantor is a corporation duly organized and validly existing under the
     laws of Delaware.  Guarantor is qualified or registered to do business in
     every jurisdiction where the failure to so qualify or register could have a
     material adverse effect on Guarantor.

                                      B-4
<PAGE>

(b)  Guarantor has full legal right, power and authority to carry on its present
     business, to own its properties and assets, to incur the indebtedness and
     other obligations provided for in this Guaranty, to execute and deliver
     this Guaranty and all other documents hereunder and to perform and observe
     the terms and conditions hereof and thereof.

(c)  Guarantor has taken all appropriate and necessary corporate and legal
     action to authorize the execution and delivery of this Guaranty and all
     other documents hereunder and to authorize the performance and observance
     of the terms and conditions hereof and thereof.

(d)  Guarantor has obtained or effected all authorizations necessary for the
     valid execution, delivery and performance of this Guaranty and such
     authorizations are in full force and effect or, by the date on which the
     Notice of Drawdown is given, such authorizations will have been obtained
     and be in full force and effect and there has been no default under the
     conditions of any of the same.

(e)  This Guaranty constitutes the legal, valid and binding obligations of
     Guarantor enforceable in accordance with its terms. The execution, delivery
     and performance of the terms of this Guaranty or the payment by Guarantor
     of all amounts due on the dates and in the currency provided for herein (i)
     will not violate or contravene any provision of law or regulation which is
     applicable to Guarantor; (ii) will not conflict with the Articles of
     Incorporation or By-laws (or comparable constituent documents) of
     Guarantor; (iii) will not conflict with or result in the breach of any
     provision of, or in the imposition of any Encumbrance under, any agreement
     or instrument to which Guarantor is a party or by which it or any of its
     properties or assets is bound; and (iv) will not constitute a default or an
     event that, with the giving of notice or the passing of time, or both,
     would constitute a default under any such agreement or instrument.

(f)  Guarantor is not in default under any agreement or obligation applicable to
     it or its assets or revenues, the consequences of which default could
     materially and adversely affect its business or financial condition or its
     ability to perform its obligations under this Guaranty and no Event of
     Default or prospective Event of Default has occurred.

(g)  Guarantor is in full compliance with all applicable laws, regulations and
     orders, whether or not having the force of law, including without
     limitation, tax laws.

(h)  This Guaranty is the direct, unconditional and general obligation of
     Guarantor.  Guarantor's obligations hereunder rank and will rank at least
     pari passu in priority of payment and in all other respects with all other
     ---- -----
     unsecured indebtedness of Guarantor except for those preferred by operation
     of law.

(i)  All registrations, recordings or filings required as a condition to the
     legality, validity or enforceability of this Guaranty or any other document
     to be executed and delivered pursuant to the terms of this Guaranty have
     been made by Guarantor.

(j)  The most recent audited financial statements of Guarantor for the time
     being (including the income statement, cash flow statement and balance
     sheet) were prepared in accordance with all applicable laws and regulations
     of U.S.A and generally accepted accounting principles and policies
     consistently applied and show a true and fair view of

                                      B-5
<PAGE>

     the financial position of Guarantor as at the end of, and the results of
     its operations for, the financial period to which they relate and, as at
     the end of such period Guarantor did not have any significant liabilities
     (contingent or otherwise) or any unrealized or anticipated losses which are
     not disclosed by or reserved against in, such financial statements, and
     there has been no material adverse change in the business or financial
     condition of Guarantor since the date of such financial statements.

(k)  As of the date of this Guaranty, no Encumbrance exists over all or any part
     of the property, assets or revenues of Guarantor other than those disclosed
     in the financial statements referred to in Section 8(j), except as set
     forth in Schedule 1 attached hereto.

(l)  No litigation, administrative proceeding or arbitration is presently
     pending or threatened against Guarantor or its assets or revenues which, if
     adversely determined, could have a material effect on the ability of
     Guarantor to perform its obligations under this Guaranty.

(m)  Guarantor is generally subject to civil and commercial law and to legal
     proceedings and neither Guarantor nor any of its assets or revenues is
     entitled to claim immunity or privilege (sovereign or otherwise) from any
     set-off, judgment, execution, attachment or other legal process.


Section 9.   Covenants
             ---------

Guarantor undertakes and agrees with the Lender as follows:

(a)  Throughout the life of this Guaranty, Guarantor shall provide the Lender
     with copies of its unaudited financial statements for the first six (6)
     months of each fiscal year and its audited financial statements for each
     fiscal year as they are available but in any event not later than sixty
     (60) days after the close of each fiscal period covered by an unaudited
     financial statement and not more than ninety (90) days after the close of
     each fiscal period covered by an audited financial statement and such other
     information respecting the financial condition and operations of Guarantor
     as the Lender may from time to time reasonably request as soon as
     practicable (but in the case of the Guarantor's annual report to
     stockholders within 90 days after the end of each fiscal year of the
     Guarantor, and in the case of the Guarantor's quarterly reports to
     stockholders within 60 days after the end of such fiscal quarter of the
     Guarantor): (i) at the end of each fiscal year, one copy of its annual
     report to stockholders (the "Annual Report", which Annual Report shall
     contain financial statements audited in accordance with generally accepted
     accounting principles in the U.S.A., consistently applied) and, if not
     included in the Annual Report, its annual report on Form 10-K, or (ii) at
     the end of each fiscal quarter (not including the quarter which also marks
     the end of the Guarantor's fiscal year), one copy of its quarterly report
     on Form 10-Q . Upon the filing and delivery to Lender of each of either an
     Annual Report or a quarterly report on Form 10-Q (each a "Report" and
     collectively, the "Reports"), as applicable, the Guarantor shall provide
     Lender a certificate executed by the principal financial officer of
     Guarantor stating (i) that as of the date of such financial statement
     Guarantor is in full compliance with all terms and conditions hereof,
     including without limitation all financial covenants, and of any document
     executed pursuant hereto, and (ii) that as of such date no Event of Default
     or prospective Event of Default has occurred and is continuing. Each
     financial statement provided hereunder shall have been prepared in
     accordance with generally accepted accounting principles in U.S.A.

                                      B-6
<PAGE>

     consistently applied.

(b)  Guarantor shall pay and discharge all taxes, assessments and governmental
     charges upon it or its assets promptly when due and, in any event, prior to
     the date on which penalties may become attached thereto, except to the
     extent that such taxes, assessments and governmental charges are subject to
     a bona fide dispute.

(c)  Guarantor shall ensure that the representations and warranties set forth in
     Sections 8(a)-(j), (l) and (m) in this Guaranty remain at all times true
     and accurate by reference to the facts and circumstances from time to time
     existing.

(d)  Guarantor undertakes to obtain or effect any governmental authorizations as
     may be required or advisable in respect of the performance by Guarantor or
     Borrower of any of the terms and conditions of this Guaranty or, as the
     case may be, the Loan Agreement.

(e)  Guarantor shall maintain its corporate existence in compliance with all
     applicable laws and regulations, and Guarantor shall maintain the present
     character of its business.

(f)  Guarantor shall maintain insurance on and in relation to its businesses,
     properties and assets with reputable underwriters or insurance companies
     against such risks and in such amount as are customary for businesses of a
     like nature in the jurisdiction in which such properties and assets are
     located or in which such businesses are conducted.

(g)  Guarantor shall notify the Lender in advance if Guarantor  merges or
     consolidates with any other corporation and provide the Lender with such
     information as the Lender may request in connection with such merger or
     consolidation.

(h)  As soon as possible but in any event within seven (7) days after
     occurrence, Guarantor shall give written notice to the Lender of any Event
     of Default or prospective Event of Default, or any litigation,
     administrative proceeding or arbitration referred to in Section 8(l), and
     of any other matter which has resulted or might result in a material
     adverse change in Guarantor's operations or financial condition or affect
     Guarantor's ability to pay, when due, any amounts due under this Guaranty.

(i)  Guarantor shall furnish the Lender with all such other documents and
     instruments and do all such other acts and things as the Lender may
     reasonably require to carry out the transactions contemplated herein or in
     the documents to be delivered hereunder.

Section 10.   Assignment
              ----------

10.1 Guarantor shall not assign or transfer any of its rights or obligations
     hereunder.

10.2 The Lender may at any time assign, transfer or grant subparticipations in
     all or any part of the rights, benefits and obligations under the Loan
     Agreement and this Guaranty pursuant to the terms of Section 17 of the Loan
     Agreement, provided that such assignee or transferee agrees to be bound by
     all of the provisions of this Guaranty, and Guarantor hereby irrevocably
     consents to, and agrees to be bound by, such assignment or transfer.

                                      B-7
<PAGE>

     The Lender may make disclosures in accordance with, and Guarantor shall do
     such acts and things as provided in, Section 17 of the Loan Agreement but
     as if references to Borrower were references to Guarantor.


Section 11.   Governing Law and Jurisdiction
              ------------------------------

11.1 This Guaranty shall be governed by and construed in accordance with the
     laws of Korea.

11.2 Guarantor agrees that any legal action or proceeding arising out of or
     relating to this Guaranty may be brought in the Seoul District Court in
     Seoul, Korea and irrevocably submits to the non-exclusive jurisdiction of
     such court. The foregoing, however, shall not limit the rights of the
     Lender to bring any legal action or proceeding or to obtain execution of
     judgment in any other jurisdiction. Guarantor irrevocably appoints
     iAsiaWorks Korea Ltd. of [    ],Seoul, Korea as its agent to accept on its
     behalf service of any and all process or other documents which may be
     served in any action or proceedings in any Korean courts.  If for any
     reason the agent named above (or its successor) no longer serves as agent
     of Guarantor for this purpose, Guarantor shall promptly appoint a successor
     agent satisfactory to the Lender and notify the Lender thereof, provided
     that until the Lender receives such notification, it shall be entitled to
     treat the agent named above (or its said successor) as the agent of the
     Guarantor for the purposes of this Section. Borrower agrees that any such
     legal process shall be sufficiently served on it if delivered to such agent
     for service at its address for the time being in Korea whether or not such
     agent gives notice thereof to the Guarantor. Guarantor hereby irrevocably
     and unconditionally authorizes such agent as well as the Lender to file
     with any of such courts, in the name of Guarantor, a report regarding the
     appointment by Borrower of its agent for service of process in Korea.

Section 12.   Notices
              -------

12.1 Each notice, demand or other communication to be given or made to Guarantor
     under this Guaranty shall be in writing and delivered at its address or
     telephone number or fax number set out below (or such other address or
     telephone number or fax number as Guarantor has by five (5) days' prior
     written notice specified to the Lender):

     To Guarantor:
                    2000 Alameda de las Pulgas, Suite 125, San Mateo,
                    California 94403 U.S.A.
                    Fax No.:   650 524 1799
                    Attention: Sandhya Nath and Andrew Gidney

12.2 Any notice, demand or other communication so addressed shall be deemed to
     have been delivered (i) if given or made by letter, when actually delivered
     to the relevant address, and (ii) if given or made by fax, when dispatched
     with a simultaneous confirmation of transmission stating that the correct
     number of pages has been sent and that such transmission is error free (or
     equivalent).

12.3 Any notice, demand or other communication from Guarantor to the Lender
     shall be

                                      B-8
<PAGE>

     given or made in accordance with Section 19 of the Loan Agreement.

Section 13.   Miscellaneous
              -------------

13.1 To the extent permitted by law, the Lender may at any time set off or apply
     any and all deposits by Guarantor with the Lender at its head office or at
     any branch, subsidiary or affiliate of its head office (whether general or
     special, time or demand, matured or unmatured) in reduction of amounts due
     to it hereunder; provided, however, that the Lender shall immediately
     notify the Guarantor of such set-off or application.

13.2 The Lender may place and keep any monies received by virtue of this
     Guaranty (whether before or after the insolvency or liquidation of
     Guarantor or Borrower) to the credit of a suspense account for so long as
     it may think fit in order to preserve its rights to sue or prove for the
     whole amount of its claims against Guarantor, Borrower or any other person.

13.3 The failure or delay of the Lender to require performance by Guarantor of
     any provision of this Guaranty shall not affect its right to require
     performance of such provision nor shall any single or partial exercise of
     the same preclude any further exercise thereof or the exercise of any other
     right, power or remedy.  Each and every right, power and remedy granted to
     the Lender hereunder or by law shall be cumulative and may be exercised in
     part or in whole from time to time.

13.4 If any one or more of the provisions contained in this Guaranty shall be
     invalid, illegal or unenforceable in any respect under any applicable law,
     the validity, legality and enforceability of the remaining provisions
     contained herein shall not in any way be affected or impaired thereby.

13.5 Any amendment or waiver of any provision of this Guaranty and any waiver of
     any default under this Guaranty shall only be effective if made in writing
     and signed by the Lender.

                                      B-9
<PAGE>

IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed by its
duly authorized representative as of the day and year first written above.



GUARANTOR
---------


iAsiaWorks, Inc.



By /s/ Nick Pianim
   --------------------------
Name: Nick Pianim
Title: Vice President of Global Business Development

                                     B-10
<PAGE>

                                   EXHIBIT C
                   FORM OF PROCESS AGENT APPOINTMENT LETTER

                               October [_], 2000


iAsiaWorks Korea Ltd.,
BoRaMae DaeKyo Building, 6th Floor
729-21, Bongchon-dong, Kwanak-Gu
Seoul, Korea 151-706


  Re:  Guaranty for KRW 14,000,000,000 Loan Agreement Dated October [_], 2000
       ----------------------------------------------------------------------


     We, the undersigned, hereby appoint you on the terms set out below to
receive on our behalf service of process issued out of the courts of the
Republic of Korea in respect of any legal action or proceedings arising out of
or in connection with the transaction described below.

1.   Upon receipt of any such service of process addressed to us you will on our
     behalf accept such service and will notify us by telex or telecopier at the
     number as may from time to time be specified by us in writing to the effect
     that you have accepted service of process on our behalf. Such notification
     need only inform us of the name of the party issuing the proceedings, the
     date upon which you accepted service of process and the date (if any) by
     which action must be taken to avoid judgment being entered against us in
     default of acknowledgement of service. The notification need not include
     any details of the nature or substance of the claim or claims made by the
     issuing party.

2.   Following such notification by telex or telecopier you will confirm the
     acceptance to us by letter at the address as may from time to time be
     specified by us, enclosing the process documents which you have received.
     In the event that, at our request, you agree to provide some details of the
     nature or substance of the claim or claims made by the issuing party prior
     to the receipt by us of the process documents, we agree that this shall be
     without responsibility on your part and that we will have regard only to
     the process documents in determining our response to the legal action or
     proceedings.

3.   You shall have no other duties whatsoever under the terms of this letter
     save as expressly provided in the foregoing paragraph. This appointment and
     its acceptance shall continue for the life of the transaction described
     below.

4.   Please confirm your agreement to the appointment by signing the
     acknowledgement at the foot of the enclosed copy of this letter and
     returning it to us. Upon receiving your acceptance of the foregoing
     appointment, we will so notify the Lender by delivery to it or to its duly
     appointed agent of a copy of such acceptance. Please note that we have
     irrevocably authorized the Lender to file in our name a report regarding
     such appointment with any court in the Republic of Korea before which a
     legal action or proceeding will be or has been instituted in connection
     with the Loan Agreement and/or the Guaranty described below. You are hereby
     also authorized to file the same report independently.
<PAGE>

     In consideration of your acceptance of this appointment, we hereby agree to
     pay you on acceptance a fee of [_].


               DETAILS OF TRANSACTION CONCERNED IN APPOINTMENT:
               -----------------------------------------------

     The Guaranty issued by iAsiaWorks, Inc. in connection with the Loan
Agreement dated October [_], 2000 made by and between iAsiaWorks Korea Ltd.
("Borrower") and Korea First Bank ("Lender"), providing for a loan (the "Loan")
to the Borrower up to an aggregate principal amount of KRW 14,000,000,000.

     Please confirm your agreement to the appointment by signing the
acknowledgement at the foot of the enclosed copy of this letter and returning it
to us.



                                   For and on behalf of
                                   iAsiaWorks, Inc.

                                   By /s/ Nick Pianim
                                      ----------------------------
                                   Name: Nick Pianim
                                   Title: Vice President of Global Business
                                          Development


     We confirm our agreement to our appointment as your agent for service of
process in accordance with the terms of your letter dated October [_], 2000
which the above is a copy.



                                   For and on behalf of
                                   iAsiaWorks Korea Ltd.,

                                   By /s/ signature illegible
                                      ----------------------------
                                   Name:
                                   Title:

                                      C-2
<PAGE>

                                  EXHIBIT D-1
               FORM OF LEGAL OPINION (BORROWER'S KOREAN COUNSEL)


                                _________, 2000

TO:  KOREA FIRST BANK


Dear Sirs:

We have acted as Korean counsel to iAsiaWorks Korea Ltd. and iAsiaWorks, Inc. in
connection with (1) a loan agreement (the "Loan Agreement") dated October [_],
2000 by and between iAsiaWorks Korea Ltd. (the "Borrower"), as borrower and
Korea First Bank (the "Lender"), as lender, providing for a loan (the "Loan") in
an aggregate principal amount of up to Fourteen Billion Korean Won (KRW
14,000,000,000) and (2) a guaranty (the "Guaranty") dated October [_], 2000 of
iAsiaWorks, Inc. (the "Guarantor") guaranteeing the liabilities of the Borrower
under the Loan Agreement. Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings specified in the Loan Agreement
and the Closing Opinion.

For purposes of giving our opinion, we have examined the following documents:

(a)  an executed copy of the Loan Agreement;

(b)  an executed copy of the Guaranty;

(c)  an executed copy of the Kun-Mortgage Agreement I;

(d)  an executed copy of the Kun-Mortgage Agreement II;

(e)  an executed copy of the Assignment of Insurance (collectively, with the
documents referred to in (a), (c) and (d) above, the "Agreements");

(f)  an executed copy of the power of attorney;

(g)  a certified copy of the Commercial Registries extracts relating to the
     Borrower;

(h)  a certified copy of the Articles of Incorporation of the Borrower;

(i)  a certified copy of the seal certificate of the Borrower; and

(j)  a certified copy of the minutes of the meting of the Board of Directors of
     the Borrower adopting resolutions authorizing the execution and performance
     of the Agreements.

In addition to the above, we have also examined other laws and documents that we
deemed necessary or required to allow us to provide this opinion. In so doing,
the following assumptions have been made:

(a)  that all seals and signatures are genuine, all documents submitted to us as
     originals are authentic, and that all documents submitted to us as copies
     conform to the originals;
<PAGE>

  (b) that the statements of facts made in such documents are correct, and that
      no change has been made and no action has been taken up to the date of
      this opinion which would undermine the accuracy of any such factual
      statement set forth in any such document, making the said documents
      inaccurate or misleading; and

(c)   Insofar as other facts and information that are material to the opinion
      expressed in this opinion letter, we have relied upon oral statements or
      certificates of officers and other representatives of the Borrower.
      However, please note that we have not undertaken any independent
      investigation to determine the existence or absence of such facts.

DW Partners is presenting this legal opinion confined to and given on the basis
of the laws of the Republic of Korea ("Korea") as at the date hereof. We have
not investigated, and we do not express or imply opinion on, the laws of any
other jurisdiction, nor have we assumed that other such laws will affect the
opinion stated herein.

Based upon the foregoing and subject to the qualifications below, we are of the
opinion that:

1.   The Borrower is a corporation duly organized and validly existing pursuant
     to the laws of Korea. The Borrower has all requisite corporate power and
     authority to execute and deliver, and perform its obligations under this
     Agreements, and to consummate the transactions contemplated thereunder;

2.   The Borrower has the power to and has been duly authorized to execute,
     deliver, and perform the obligations under this Agreements, and to
     consummate the transaction contemplated thereunder;

3.   The execution and delivery of, and performance of its obligations under the
     Agreements by the Borrower does not and will not violate its Articles of
     Incorporation or by-laws, any existing law, regulation, rule or permit
     applicable to the Borrower;

4.   This Agreements and the Guaranty constitute legal, valid and binding
     obligations of each of the Borrower and the Guarantor, as the case may be,
     enforceable against each of them in accordance with the terms thereof; and

5.   Neither the execution and delivery of, nor the performance of its
     obligations under this Agreements by the Borrower requires any
     authorization, consent or approval of, giving of notice to, registration
     with or taking of any other action in respect of, any governmental
     authority or agency of Korea.

This opinion is provided to you under the condition that it is limited to
matters addressed herein only and is not to be read as an opinion on any other
matter. This opinion is being provided to you in our capacity as counsel to
Borrower and hence, subject to the foregoing, it may not be used or relied upon
by any other person for any purpose whatsoever, other than in relation to
regulatory requirements or in response to a court order.

                                     D-1-2
<PAGE>

                                         DW PARTNERS

                                     D-1-3
<PAGE>

                                  EXHIBIT D-2
               FORM OF LEGAL OPINION (GUARANTOR'S U.S. COUNSEL)

                                _________, 2000


TO:  KOREA FIRST BANK


Dear Sirs:

We have acted as counsel to iAasiaWorks, Inc. (the "Guarantor") in connection
with its Guaranty dated October [_], 2000 (the "Guaranty"), which is issued
pursuant to a KRW 14,000,000,000 Loan Agreement dated October [_], 2000 by and
between iAsiaWorks Korea Ltd. (the "Borrower"), as borrower and Korea First Bank
(the "Lender"), as lender (the "Loan Agreement").

For purposes of giving our opinion, we have examined the following documents:

(a)  an executed copy of the Guaranty;

(b)  an executed copy of the Loan Agreement;

(c)  an executed copy of power of attorney;

(d)  a certified copy of the Certificate of Incorporation of the Guarantor and
     all amendment thereto;

(e)  a certified copy of the Bylaws of the Guarantor and all amendments thereto;

(f)  a good standing certificate issued by the Secretary of the Sate of [     ]
     relating to the Guarantor; and

(g)  a certified copy of the minutes of the meeting of the Directors of the
     Guarantor adopting resolutions authorizing the execution and performance of
     the Guaranty.

In addition to the above, we have also examined other laws and documents that we
deemed necessary or required to allow us to provide this opinion.  In so doing,
the following assumptions have been made:

(a)  that all seals and signatures are genuine, all documents submitted to us as
     originals are authentic, and that all documents submitted to us as copies
     conform to the originals;

(b)  that the statements of facts made in such documents are correct, and that
     no change has been made and no action has been taken up to the date of this
     opinion which would undermine the accuracy of any such factual statement
     set forth in any such document, making the said documents inaccurate or
     misleading; and
<PAGE>

(c)  Insofar as other facts and information that are material to the opinion
     expressed in this opinion letter, we have relied upon oral statements or
     certificates of officers and other representatives of the Guarantor.
     However, please note that we have not undertaken any independent
     investigation to determine the existence or absence of such facts.

[         ] is presenting this legal opinion confined to and given on the basis
of the federal laws of the United States of America and the laws of the State of
[      ] as at the date hereof.  We have not investigated, and we do not express
or imply opinion on, the laws of any other jurisdiction, nor have we assumed
that no other such laws will affect the opinion stated herein.

Based upon the foregoing and subject to the qualifications below, we are of the
opinion that:

1.   The Guarantor is a corporation duly organized and validly existing
     pursuant to the laws of the State of [       ]. The Guarantor has all
     requisite corporate power and authority to execute and deliver, and perform
     its obligations under, the Guaranty, and to consummate the transactions
     contemplated thereunder;

2.   The Guarantor has the power to and has been duly authorized to execute,
     deliver, and perform the obligations under the Guaranty, and to consummate
     the transaction contemplated thereunder;

3.   The execution and delivery of, and performance of its obligations under,
     the Guaranty by the Guarantor does not and will not violate its articles of
     incorporation or by-laws, any existing law, regulation, rule or permit in
     the United States applicable to the Guarantor;

4.   The Guaranty constitutes legal, valid and binding obligations of the
     Guarantor enforceable against it in accordance with the terms thereof;

5.   Neither the execution and delivery of, nor the performance of its
     obligations under, the Guaranty by the Guarantor requires any
     authorization, consent or approval of, giving of notice to, registration
     with or taking of any other action in respect of, any governmental
     authority or agency of the Unites States of America or the State of [    ];

6.   It is not necessary to ensure the legality, validity, enforceability or
     admissibility in evidence of the Guaranty that it or any other instrument
     be filed, recorded, registered or enrolled in any court, public office or
     elsewhere in the Unites Sates or that any stamp, registration or similar
     tax be paid in Unites States on or in relation to the Guaranty;

7.   Under the laws of the State of [        ], the choice of the laws of the
     Republic of Korea as the governing law of the Guaranty is a valid choice of
     law;

8.   The submission by the Guarantor to the non-exclusive jurisdiction of the
     courts of the Republic of Korea is, as a matter of contract law, valid,
     binding and not subject to revocation. In the event that a judgment of such
     courts were obtained, the same

                                     D-2-2
<PAGE>

     would be enforced by U.S. courts without a further review on the merits;

9.   Payment made by the Guarantor pursuant to the Guaranty will not be subject
     to any withholding on account of United States federal income tax; and

10.  The Guarantor will not be able to claim sovereign immunity from legal
     proceedings with respect to itself or any of its properties or assets.

This opinion is addressed to you and may be relied upon solely by you and your
counsel. It may not be used or relied upon by any other person for any purpose
whatsoever without our prior written consent.

                                     D-2-3
<PAGE>

                                  EXHIBIT D-3
                     FORM OF LEGAL OPINION (Post Closing)


                                _________, 2000

TO:  KOREA FIRST BANK


Dear Sirs:

We have acted as Korean counsel to iAsiaWorks Korea Ltd. and iAsiaWorks, Inc. in
connection with (1) a loan agreement (the "Loan Agreement") dated October [_],
2000 by and between iAsiaWorks Korea Ltd. (the "Borrower"), as borrower and
Korea First Bank (the "Lender"), as lender, providing for a loan (the "Loan") in
an aggregate principal amount of up to Fourteen Billion Korean Won (KRW
14,000,000,000) and (2) a guaranty (the "Guaranty") dated October [_], 2000 of
iAsiaWorks, Inc. (the "Guarantor") guaranteeing the liabilities of the Borrower
under the Loan Agreement. Reference is made to our opinion dated October [_],
2000 issued in connection with the Loan Agreement (the "Closing Opinion").
Unless otherwise defined herein, capitalized terms used in this opinion shall
have the respective meanings specified in the Loan Agreement and the Closing
Opinion.

For purposes of giving our opinion, we have examined the documents listed in the
Closing Opinion and the following documents:

(a)  an executed copy of the Kun-Mortgage Agreement I;

(b)  an executed copy of the Kun-Mortgage Agreement II;

(c)  certified copies of the real estate registries extracts relating to the
     Kun-Mortgage I and Kun-Mortgage II;

(d)  an executed copy of the Assignment of Insurance;

(e)  an executed copy of the notice of assignment delivered to the Insurer; and

(f)  an executed copy of Insurer's Letter of Undertaking.

In addition to the above, we have also examined other laws and documents that we
deemed necessary or required to allow us to provide this opinion.  In so doing,
the following assumptions have been made:

(a)  that all seals and signatures are genuine, all documents submitted to us as
     originals are authentic, and that all documents submitted to us as copies
     conform to the originals;

(b)  that the statements of facts made in such documents are correct, and that
     no change has been made and no action has been taken up to the date of this
     opinion which would undermine the accuracy of any such factual statement
     set forth in any such document, making the said documents inaccurate or
     misleading; and
<PAGE>

(c)  Insofar as other facts and information that are material to the opinion
     expressed in this opinion letter, we have relied upon oral statements or
     certificates of officers and other representatives of the Borrower.
     However, we have not undertaken any independent investigation to determine
     the existence or absence of such facts.

DW Partners is presenting this legal opinion confined to and given on the basis
of the laws of the Republic of Korea ("Korea") as at the date hereof. We have
not investigated, and we do not express or imply opinion on, the laws of any
other jurisdiction, nor have we assumed that other such laws will affect the
opinion stated herein.

Based upon the foregoing and subject to the qualifications below, we are of the
opinion that:

1.   The Kun-Mortgage I and the Kun-Mortgage II have been duly created,
     registered, recorded and perfected as security interests in the Senan
     Building in favor of the Lender in accordance with the terms of the Kun-
     Mortgage Agreement I, the Kun-Mortgage Agreement II and the Loan Agreement;
     and

2.   The Assignment of Insurance has been duly perfected in accordance with the
     terms of the Assignment of Insurance and the Loan Agreement.

This opinion is provided to you under the condition that it is limited to
matters addressed herein only and is not to be read as an opinion on any other
matter. This opinion is being provided to you in our capacity as counsel to
Borrower and hence, subject to the foregoing, it may not be used or relied upon
by any other person for any purpose whatsoever, other than in relation to
regulatory requirements or in response to a court order.

                                  DW PARTNERS

                                     D-3-2
<PAGE>

                                   EXHIBIT E


                        INSURANCE ASSIGNMENT AGREEMENT


                             iAsiaWorks Korea Ltd.

                                -   BORROWER -


                                      and


                     KOREA FIRST BANK, YANGJAE-DONG BRANCH

                                   - LENDER-



                               October [_], 2000
<PAGE>

                        INSURANCE ASSIGNMENT AGREEMENT

THIS INSURANCE ASSIGNMENT AGREEMENT (the "Agreement") dated as of the [ ]th day
of October, 2000 by and between:

(1)  iAsiaWorks Korea Ltd., a company organized and existing under the law of
     the Republic of Korea ("Korea"), having its registered office at BoRaMae
     DaeKyo Building, 6th Floor, 729-21, Bongchon-dong, Kwanak-Gu, Seoul, Korea
     151-706 (the "Borrower"); and

(2)  KOREA FIRST BANK, YANGJAE-DONG BRANCH (the "Lender").


                                  WITNESSETH:

WHEREAS, by a loan agreement dated October [ ], 2000 (the "Loan Agreement") made
by and between the Borrower and the Lender, the Borrower hereby agrees, subject
to and upon the terms and conditions contained therein, to assign its rights,
titles, claims and interest to the Lender as to any and all insurance proceeds
deriving from any and all policies and contracts of insurance due and payable to
the Borrower under the Loan Agreement.

WHEREAS, for the purpose of securing any and all obligations, debts and
liabilities of the Borrower against the Lender to be incurred hereinafter, under
or with respect to the Loan Agreement, it is a condition precedent to the
Drawdown that the Borrower assign the Assigned Property (as defined in Section
3.01 below) to the Lender pursuant to the terms and conditions contained herein.


NOW, THEREFORE, the parties hereto agree as follows:


Section 1.  Interpretation
            --------------

Words and expressions defined in the Loan Agreement shall, unless otherwise
defined herein below or the context otherwise requires, have the same meaning
when used in this Agreement. References to any agreement or documents shall be
construed as references to such agreement or document as varied, amended,
novated or supplemented from time to time. In addition, the following terms
shall have the following meanings:

1.01   "Insurances" mean all policies and contracts of insurance on the Senan
       Building (hereinafter, the "Building") taken out by the Borrower or with
       respect to which the Borrower is the beneficiary thereof from time to
       time in accordance with the requirements of the Loan Agreement.

1.02   "Insurance Proceeds" mean all of the rights, title and interest, present
       and future, of the Borrower to and in the benefit of the amounts payable
       in respect of the Insurances.

1.03   "Insurer" means collectively, such insurance companies, underwriters and
       insurers as the Lender shall approve with or through whom any and all
       relevant Insurances in connection with the Building in Seoul shall be
       taken out and kept in effect in accordance with the insurance coverage
       plan approved by the Lender in accordance with the Loan
<PAGE>

      Agreement.

1.04  "Secured Oblgations" shall mean all obligations, liabilities and
      indebtedness of every type and nature of the Borrower form time to time
      owing to the Lender under the Loan Agreement and the Kun-Mortgage
      Agreements.


Section 2.  Representations and Warranties
            ------------------------------

The Borrower hereby warrants and represents to the Lender that as of the date
hereof:

(a)   the Insurances have been duly taken out and is in full force and effect;

(b)   the Borrower has not defaulted on any payments of any premiums due under
      the Insurances nor has breached any conditions to which coverage under the
      Insurances is subject, and there is no action, suit or proceeding
      threatened by or against the Borrower in connection with or arising out of
      the Insurances;

(c)   the Borrower has duly acquired, is the beneficial owner of and has not
      heretofore sold, assigned transferred, hypothecated, charged or pledged or
      otherwise encumbered nor agreed to sell, assign, transfer, hypothecate,
      charge or pledge or otherwise encumber all or any part of its rights or
      interests under the Insurances or any sum which is now or may at any time
      hereafter become due and payable to the Borrower pursuant to the terms of
      the Insurances (other than pursuant to the terms hereof);

(d)   no party, other than the Lender hereunder, has exercised or otherwise
      acquired any right or interest in the Insurances: and

(e)   the assignments herein contained do not constitute a breach of any
      applicable law nor of the obligations of the Borrower under the terms of
      any agreement or other document whatsoever to which the Borrower is a
      party or by the terms of which it is bound.


Section 3.  Assignment of Insurances
            ------------------------

3.01  In consideration of the Lender entering into the Loan Agreement and in
      order to secure the full and punctual payment, performance and discharge
      of the Secured Obligations thereunder, the Borrower hereby assigns and
      agrees to assign to the Lender all its rights, title and interest in (i)
      the Insurances, including all benefits thereof, (ii) all claims, returns
      of premium and other moneys and claims for money due and to become due
      under the Insurances, (iii) all other rights of the Borrower under or in
      respect of the Insurances, and (iv) the Insurance Proceeds (collectively,
      the "Assigned Property").

                                      E-2
<PAGE>

3.02  The Borrower hereby undertakes that upon the execution of this Agreement
      and whenever any Insurances are effected or renewed or substituted, it
      will promptly: (a) execute and deliver to the relevant Insurer(s) a notice
      of assignment substantially in the form attached hereto as Appendix A, (b)
      obtain the consent and acknowledgement of the relevant Insurer(s) thereto
      and (c) take other measures as may be necessary to perfect assignment
      under Korean law.

3.03  The Borrower shall at all times remain liable to perform all obligations
      expressed to be assumed by it under or in respect of the Assigned
      Property, and nothing contained herein and no exercise by the Lender of
      any right under this Agreement shall constitute or be deemed to constitute
      an assumption or acceptance by the Lender of any obligations of the
      Borrower in respect of the Assigned Property.

Section 4.  Covenants and Undertaking of the Borrower
            -----------------------------------------

4.01  The Borrower covenants and undertakes the following with the Lender until
      such time as all of the Secured Obligations under the Loan Agreement have
      been paid, performed and discharged in full:

      (a)  to effect and maintain or cause to be effected and maintained,
           subject to the commercial availability of the required coverage, the
           Insurances in accordance with the terms of the Loan Agreement and
           this Agreement;

      (b)  to procure that the interest of the Lender shall be duly endorsed
           upon all cover notes, policies, certificates of entry or other
           instruments of insurance issued or to be issued in connection with
           the Insurances;

      (c)  to procure that the Insurer shall furnish to the Lender a letter of
           undertaking substantially in the form of Appendix B, but in any
           event, in form and substance acceptable to the Lender;

      (d)  not to make, do, consent or agree to any act or omission which would
           or might render any such instrument of insurance invalid, void,
           voidable or unenforceable or render any sum payable thereunder
           repayable in whole or in part; and

      (e)  to promptly sign, seal, execute, acknowledge, deliver, file and
           register all such additional documents, instruments, agreements,
           certificates, consents and assurances and do all such other acts and
           things as may be reasonably requested by the Lender from time to time
           in order to perfect the security granted by this Agreement or to
           establish, maintain, perfect or preserve the rights of the Lender
           under this Agreement or to obtain the full benefits of this Agreement
           or to enable it to exercise the rights and remedies under this
           Agreement or in respect of the Assigned Property.

4.02  The Borrower shall not sell, assign, transfer, hypothecate, pledge or
      otherwise encumber or agree to sell, assign, transfer, hypothecate, pledge
      or otherwise encumber all or any of its rights, titles and interests in
      and to the Assigned Property.

                                      E-3
<PAGE>

4.03  The Borrower shall make all registrations, filings and records necessary
      to ensure the legality, validity, enforceability or admissibility in
      evidence of this Agreement.


Section 5.  Enforcement by the Lender
            -------------------------

If an Event of Default under the Loan Agreement has occurred and is continuing,
the Lender shall become forthwith entitled, as and when they may see fit to put
into force and to exercise all or any of the power possessed by the Lender as
assignee of the Assigned Property.

Section 6.  Continuing Security
            -------------------

The security created by this Agreement shall be held by the Lender as a
continuing security for the full and punctual payment, performance and discharge
of all of the Secured Obligations and shall not be considered satisfied and
shall not be released or discharged by any intermediate payment, performance,
discharge or satisfaction of any part of the Secured Obligations and shall be a
continuing security until all of the Secured Obligations shall have been paid,
performed and discharged in full. Neither any failure by the Borrower nor any
amendment, modification, variation, supplement, novation, restatement or
replacement of all or part of the Secured Obligations shall discharge, impair,
prejudice or otherwise affect the security created by this Agreement.

Section 7.  Assignment
            -----------

This Agreement and the assignment of Insurances hereunder shall be binding upon
and inure to the benefit of the Lender and its successors and assigns. The
Lender may, in the ordinary course of business and in accordance with the
applicable law, at any time assign all or any part of its rights hereunder to
any party (each an "Assignee") without the consent of the Borrower, provided
that the Lender shall give at least [ ]day prior written notice to the Borrower.
The parties hereto agree that to the extent of any assignment, the Assignee
shall be deemed to have the same rights and benefits under this Agreement. The
Borrower may not assign any of its rights or obligations hereunder without the
prior written consent of the Lender.

Section 8.  Further Assurance
            -----------------
The Borrower agrees that at any time and from time to time upon the written
request of the Assignee, the Borrower shall promptly and duly execute and
deliver any and all such further instruments and documents and take such further
action as the Assignee may reasonably request in order to obtain the full
benefit of this Agreement and the rights and powers granted herein.

9.   Miscellaneous
     -------------

                                      E-4
<PAGE>

9.01 Notices.  Any communication, demand or notice to be given hereunder shall
     --------
     be deemed to be duly given when delivered in writing or by mail or when
     sent by facsimile as follows:

     To Borrower:   iAsiaWorks Korea Ltd.
                    BoRaMae DaeKyo Building, 6th Floor, 729-21, Bongchon-dong,
                    Kwanak-Gu, Seoul, Korea 151-706
                    Fax No.:    822-3284-7700
                    Attention:  Yun Ho Lee


     And to Lender: Korea First Bank, Yangjae-dong Branch

                    Fax No.:
                    Attention:


     with a copy to:  Korea First Bank
                      Fax No.:
                      Attention:


9.02 Governing Law and Jurisdiction. This Agreement and the assignment made
     --------------------------------
     pursuant hereto shall be governed by the laws of the Republic of Korea in
     all respects, including matters of construction, validity and performance.
     The Borrower hereby submits itself to the non-exclusive jurisdiction of the
     Seoul District Court in Seoul, Korea for the purposes of any suit, action
     or proceeding arising out of this Agreement.

9.03 Severability. If any of the provisions of this Agreement shall contravene
     --------------
     any law or regulation or be held invalid, this Agreement shall be construed
     as if not containing those provisions, and the rights and obligations of
     the parties hereto shall be construed and enforced accordingly.

9.04 Amendments, Changes and Modifications. This Agreement shall not be amended,
     ---------------------------------------
     changed, modified, altered or revised without the prior written approval of
     both the Lender and the Borrower.  This Agreement shall not be amended,
     changed, modified, altered or revised by an oral agreement by and between
     the Lender and the Borrower.

9.05 Counterparts. This Agreement may be executed in multiple counterparts, each
     --------------
     of which, when executed, shall constitute an original but all of which
     together shall constitute one and the same instrument.

9.06 Conflict. In the case of a conflict between the provisions of this
     ----------
     Agreement and the provisions of the Loan Agreement, the Loan Agreement
     shall prevail.

                                      E-5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.


iAsiaWorks Korea Ltd.



By: /s/ Nick Pianim
   -----------------------------
Name: Nick Pianim
Title: Vice President of Global Business Development


KOREA FIRST BANK, YANGJAE-DONG BRANCH


By: /s/ signature illegible
   -----------------------------
Name:
Title:

                                      E-6
<PAGE>

                                  Appendix A
                                  ----------

                         FORM OF NOTICE OF ASSIGNMENT
                         ----------------------------


                                    [date]

To:  [Insurer]


     Re: Senan Building in Seoul, Korea
         ------------------------------

We, iAsiaWorks Korea Ltd.(the "Borrower"), do hereby give notice that we have
assigned to Korea First Bank, Yangjae-dong Branch (the "Lender"), which
expressions shall include its successors, transferees and assigns, all of our
rights, title and interest (including all benefits and claims) to and in the
Insurances pursuant to the terms and conditions provided in a certain insurance
assignment agreement entered into by and between the Borrower and the Lender
dated [     ].

It is hereby agreed between the Borrower and the Lender that your company is
hereby instructed that all Insurance Proceeds shall be paid in accordance with
the following loss payable clause:


1.2  LOSS PAYABLE CLAUSE


     Any claim or money of whatsoever nature and kind payable under or in
     connection with the Insurance shall be paid to the Lender or to its order,
     unless and until you company receives notice from the Lender that the
     Lender has been served.


                                iAsiaWorks Korea Ltd.


                         By:  /s/ Nick Pianim
                            --------------------------------
                         Name: Nick Pianim
                         Title: Vice President of Global Business Development

(fixed date stamp)
<PAGE>

                                  Appendix B
                                  ----------


                                   INSURER'S
                             LETTER OF UNDERTAKING


                                    [date]


To:  KOREA FIRST BANK, YANGJAE-DONG BRANCH
     as the Lender in the Loan Agreement


Dear Sirs,


       IAsiaWorks Korea Ltd. - Senan Building in Seoul (the "Building")
       ---------------------   ----------------------------------------

     We acknowledge receipt of the Notice of Assignment dated [        ]
on and in respect of the Building, we hereby undertake and/or confirm that:

1.   We have accepted your insurance coverage on the Building upon the terms and
     conditions set forth in the Appendix I hereto/1/;

2.   We shall cause all Insurances, and any renewals of such Insurances or any
     Insurances substituted (with your consent) therefor and the benefit of the
     Insurance thereunder, to be received and possessed by you as first
     assignee, and we shall duly perform our obligations in accordance with the
     terms of the Loss Payable Clause set forth in the Notice of Assignment, and
     the said Loss Payable Clause shall be included in and/or endorsed on all
     the Insurances, renewals and substitutes as aforesaid;

3.   Every notice of assignment substantially in the same form of the Notice of
     Assignment which we have received or will from time to time receive shall
     be attached upon all Cover Notes, Insurances and Insurance Slips or
     Contracts, renewals or substitutes as aforesaid; and

4.   We have not received notice of any other assignment relating to the
     Insurances referred to herein.

     Our above undertaking are given subject to our right of set-off or
cancellation on default in payment of any premiums due under the Insurances as
aforesaid, but we undertake with you (until such time as we may receive written
notice to the contrary from you) to advise you immediately if any such premiums
are not paid to us by their due date and not to exercise our right of
cancellation without giving you fourteen (14) days' notice

_______________
/1/Appendix I will be provided by Insurer

                                      E-8
<PAGE>

in writing and a reasonable opportunity of paying any outstanding premiums.
Notwithstanding anything to the contrary contained in any cover Note, Contract
or Insurances or renewals or substitutes, if such defaulted premiums are paid
within such [    ] period, all damages or losses occurring during the period
from the due date of premiums to the time of payment thereof shall be covered as
if such premium were actually paid on the due date; provided, however, that in
the event that such defaulted premium shall not be paid within the aforesaid
fourteen day period, we can exercise our right of cancellation.

     We further undertake (until such time as we may receive written notice to
the contrary from you) to advise you not later than [      ] days prior to the
expiry of the policies aforesaid and any renewals thereof if instruction have
not been received for such renewals or further renewal and in the event of our
receiving instructions to renew or further to renew as aforesaid to advise you
promptly of the details thereof.

     Finally, we undertake to notify you immediately of any material changes
which are proposed to be made in the terms of the insurance, or if we cease to
be insurer for all purposes connected with the Insurance of the Building or of
any circumstances or event whereby the said insurance may become invalid,
voidable or otherwise unenforceable.



                              Yours faithfully,



                              /s/ signature illegible
                              ----------------------------------
                                    [Insurer]

                                      E-9