Exhibit 10.2






                       DATED THIS 30TH DAY OF SEPTEMBER 2004






                                     BETWEEN




                         BUMIPUTRA-COMMERCE BANK BERHAD
                              (Company No.13491 P)



                                       AND



                            GALLANT ZONE (M) SDN BHD
                              (Company No.498849 X}






                          ****************************

                           GENERAL FACILITY AGREEMENT

                          ****************************


                           Amir Faezal Norzela & Chong
                             Advocates & Solicitors
                              Suite 2.01, 2nd Floor
                      No.87 & 89, Jalan Tuanku Abdul Rahman
                               50100 Kuala Lumpur
                             Tel : 26915104/26915346
                                 Fax : 26915394




<PAGE>

                                       1

This GENERAL FACILITY  AGREEMENT is made on the day and year stated in item 1 of
the Schedule 1 hereto.

BETWEEN:

(1) BUMIPUTRA-COMMERCE BANK BERHAD (13491-P), a company incorporated in Malaysia
with its  registered  office at No 6, JALAN TUN PERAK,  50050  KUALA  LUMPUR and
having a branch at the  address as stated in item 2 of the  Schedule 1 hereto as
the Bank of the one part.

AND

(2) The  person(s)  named in item 3 of the  Schedule 1 hereto as Borrower of the
other part.

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

SECTION 1.01 DEFINITIONS

In this  Agreement,  unless  the  context  otherwise  requires,  or unless it is
otherwise expressly provided,  the following  expressions shall have the meaning
respectively assigned to them hereunder:

"ABM"                         The Association of Banks in Malaysia.

"Act"                         Banking and Financial  institutions  Act, 1989 and
                              includes all rules made  thereunder and amendments
                              as may be made at any time and from time to time.

"Additional                   The   additional   conditions   precedent   to  be
Conditions                    satisfied  by the  Borrower and set out in Item 13
Precedent"                    of the Schedule 1 hereto.



"Address for Service"         (a) Bank

                              the Address as stated in item 2 of the  Schedule I
                              hereto.

                              (b) Borrower

                              the Address as stated in item 4 of the  Schedule I
                              hereto.


"Advance"                     the  principal  sums  of  money  disbursed  to the
                              Borrower or such other party as may be directed by
                              the Borrower from time to time following  Drawings
                              made on the Facilities or on any part thereof.

"Availability Period"         subject  to  the  terms  and   conditions   herein
                              contained,  the period as stated in item 15 of the
                              Schedule   thereto  and  during  such  period  the
                              Facilities  or any  part  thereof  shall  be  made
                              available by the Bank to the Borrower and shall be
                              deemed to include any extension or renewal thereof
                              made by the bank at its absolute  discretion  from
                              time to time and upon  expiration  of such  period
                              the   unutilized  or  withdrawn   portion  of  the
                              Facilities    shall   be   deemed to   have   been
                              automatically cancelled or withdrawn.

"BA"                          the Bankers'  Acceptance  facility  granted to the
                              Borrower by the bank and includes any part thereof
                              pursuant  to the  terms  herein  and  the  General
                              Conditions  set  out in item 1 of the  Schedule  2
                              hereto

 "BANK"                       BUMIPUTRA-COMMERCE  BANK BERHAD (Company No. 13491
                              P) a company  incorporated  in Malaysia and having
                              its registered office at NO.6
<PAGE>
                                       2



                              JALAN TUN PERAK,  50050 KUALA  LUMPUR and having a
                              branch at the  address  as stated in Item 2 of the
                              Schedule 1 hereto and  includes  persons  deriving
                              title thereunder and its  successors-in-title  and
                              assigns.

 "BD"                         the  Bills  Discounting  facility  granted  to the
                              Borrower by the Bank and includes any part thereof
                              pursuant  to the  terms  herein  and  the  General
                              Conditions  set  out in Item 2 of the  Schedule  2
                              hereto.

"BLR"                         the rate of interest from time to time  stipulated
                              by the Bank as its Base  Lending  Rate in Malaysia
                              or if the term Base Lending Rate is no longer used
                              or applicable  such rate of interest by whatsoever
                              name called as  representing  the rate of interest
                              quoted by the Bank from time to time  which  shall
                              be final and conclusive.

"BNM"                         Bank Negara  Malaysia  and  includes  any entities
                              assuming the role of the Central Bank of Malaysia.

"BPA"                         where    applicable,    the   Bilateral    Payment
                              Arrangement  Scheme granted to the Borrower by the
                              Bank and include any part thereof  pursuant to the
                              terms herein and set out in the Letter of Offer.

"Borrower"                    the  person(s)  named  in  Item 3 of the  Schedule
                              thereto  and  includes   persons   deriving  title
                              thereunder   and   its   successors-in-title   and
                              permitted assigns.

"Business Day"                a day on which the Bank is open for business

"Calendar Month"              that period of time  commencing on the first (1st)
                              day of a Calendar Month and ending on the last day
                              of that same Calendar Month.

"Charge"                      the charge to be executed by the  Borrower  and/or
                              by the Security Party over the Property  following
                              the provisions of the National Land Code, 1965 and
                              referred  to in Section  5.01  hereof in favour of
                              the  Bank  upon  terms  and  conditions  contained
                              therein acceptable to the Bank.

"Corporate                    the  Corporate  Guarantee  to be  executed  by the
Guarantee"                    Corporate  Guarantor  and  referred  to in Section
                              5.01  hereof in favour of the Bank in  respect  of
                              the Borrower's  obligations herein upon such terms
                              and conditions contained therein acceptable to the
                              Banks.

"Corporate Guarantor"         the  company  named  in  Item  10 of the  Schedule
                              thereto and includes its  successors-in-title  and
                              assigns.

"COF"                         the Bank's effective cost of funds and is taken to
                              be the sum of the Kuala  Lumpur Inter Bank Offered
                              Rate  (KLIBOR)  and the  cost of  maintaining  the
                              Bank's  liquidity  reserves and is  determined  by
                              Bank on the Drawdown  Date of the  Advance(s)  and
                              subsequent roll-over of the Facility. KLIBOR shall
                              be the  rate of  interest  offered  by the Bank to
                              prime banks in Kuala  Lumpur  Inter Bank Market at
                              10.00 am on the relevant  prescribed  lending rate
                              fixing day for Ringgit Malaysia  deposits at least
                              equal to the amount of the Advance or roll-over.

"DBP"                         Where  applicable,  the Domestic Bills of Exchange
                              Purchased  facility granted to the Borrower by the
                              Bank and includes any part thereof pursuant to the
                              terms herein and the General Conditions set out in
                              Item 3 of the Schedule 2 hereto.

"Debenture"                   the  Debenture  to be  executed  by  the  Borrower
                              and/or by the Security Party over its and/or their
                              assets and  referred  to in Section 5.01 hereof in
                              favor of the Bank upon such  terms and  conditions
                              contained therein acceptable to the Bank.
<PAGE>
                                       3
"Deed of Assignment
of Benefits
of Contracts(s)"              where  applicable,   the  Deed  of  Assignment  of
                              benefits  of  Contracts  to  be  executed  by  the
                              Borrower  and/or the Security Party  assigning the
                              Benefits of Contract(s) described therein executed
                              between the Borrower and/or the Security Party and
                              the  various  parties  named  in  the  Contract(s)
                              together  with all rights,  interests and benefits
                              therein and  referred to in Section 5.01 hereof in
                              favor  of  the  Bank  upon  terms  and  conditions
                              therein acceptable to the Bank.

"Developer/Vendor"            where applicable, the person(s) named in Item 7 of
                              the    Schedule    thereto   and    includes   its
                              successors-in-title and assigns.

"Drawing"                     the  principal  amount of money which the Borrower
                              requests the Bank to disburse  (whether in writing
                              or otherwise) from the proceeds of the Facilities.

"Drawdown Date"               in  relation  to each  Advance,  each of the dates
                              falling on a Business Day on which a  disbursement
                              is made from the proceeds of the Facilities.

"EBD"                         where  applicable,  the Export  Bills  Discounting
                              facility  granted to the  Borrower by the Bank and
                              includes  any part  thereof  pursuant to the terms
                              herein and the General Condition set out in Item 4
                              of the Schedule 2 hereto.

"EBP"                         where  applicable,  the Export  Bills of  Exchange
                              Purchased  facility granted to the Borrower by the
                              Bank and includes any part thereof pursuant to the
                              terms herein and the General Conditions set out in
                              Item 5 of the Schedule 2 hereto.

"ECR"                         where  applicable,  the Export Credit  Refinancing
                              facility  granted to the  Borrower by the Bank and
                              includes  any part  thereof  pursuant to the terms
                              herein and the General Condition set out in Item 6
                              of the Schedule 2 hereto.

"Events of Default"           committal   (whether  by  acts  of  commission  or
                              omission)  by the  Borrower  of any  breach of the
                              terms of this Agreement including the happening of
                              any of the events specified in Article VIII.

"Facilities"                  refers collectively to or to anyone; of the credit
                              and  banking   facilities   up  to  an   aggregate
                              principal  sum  stated  in Item 8 of the  Schedule
                              thereto  granted  to  the  Borrower  by  the  Bank
                              pursuant to the terms and conditions  contained in
                              the  Letter  of Offer  and  herein  and  where the
                              context  so  requires,  shall  refer to any of the
                              Facilities and shall include any part thereof.

"FCL"                         where   applicable,   the  Foreign  Currency  Loan
                              facility  granted to the  Borrower by the Bank and
                              includes  any part  thereof  pursuant to the terms
                              herein and the General Conditions setout 1n Item 7
                              of the Schedule 2 hereto.

"FCTL"                        where applicable,  the Foreign Currency Trade Loan
                              facility  granted to the  Borrower by the bank and
                              includes  any part  thereof  pursuant to the terms
                              herein and the General  Conditions set out in item
                              8 of the Schedule 2 hereto.

"FECL"                        the  Foreign  Exchange   Contract  Limit  facility
                              granted to the  Borrower by the Bank and  includes
                              any part thereof  pursuant to the terms herein and
                              the  General  Conditions  set out in item 9 of the
                              Schedule 2 hereto.

"General Conditions"          the general  conditions  with respect to the terms
                              of the Facilities more particularly set out in the
                              Schedule 2 hereto.

"General Security"            Where applicable,  the General Security  Agreement
                              to be executed by the  Borrower in relation to the
                              Trade Financing Facilities granted to the Borrower
                              by the  Bank  herein  upon  terms  and  conditions
                              contained  therein  acceptable  to  the  Bank  and
                              referred to in Section 5.01 hereof.
<PAGE>
                                       4

"Guarantee"                   the  Guarantee  to be  executed  by  the  Personal
                              Guarantors in favour of the Bank in respect of the
                              Borrower's  obligations herein upon such terms and
                              conditions  contained  therein  acceptable  to the
                              Bank.

"Indebtedness"                the  Facilities  (remaining due and payable at any
                              time),  together with accrued  interest thereon at
                              the Prescribed  Rate  (including the Penalty Rate)
                              corresponding  respectively  thereto and all other
                              sums of money  howsoever due to the Bank under the
                              terms  of  this  Agreement  and  of  the  Security
                              Documents  (as  defined   hereinafter)  and  which
                              expression  shall where the  context so  requires,
                              include any part thereof.

 "Interest Payment            the last day of any Interest Period
 Date"

 "Interest Period"            (a)(i)    prior to full drawdown of the respective
                                        TL, in relation to each period Advance,

                                        first  (1st)   interest   Period   shall
                                        commence  on the  Drawdown  Date  of the
                                        Advance  and end on the  last day of the
                                        calendar  Month in which the  Advance in
                                        question  is  made   (unless   otherwise
                                        stipulated  by the Bank) and  thereafter
                                        each  successive  period of one(1) Month
                                        each    commencing    from    the   date
                                        immediately   following   the  preceding
                                        Interest Payment Date.

                              (a)(ii)   upon All drawdown of the  respective TL,
                                        the interest period shall be a period of
                                        one(1)  month  from the date of the full
                                        drawdown (unless otherwise stipulated by
                                        the Bank) and thereafter each successive
                                        period  of  one  (1)  Month  immediately
                                        following the preceding  Interest Period
                                        relating   thereto   (unless   otherwise
                                        stipulated by the Bank).

                              (b)(i)    prior  to full  drawdown  of the OD,  in
                                        relation to each advance interest period
                                        shall  commence on the drawdown  date of
                                        the  advance  and end on the last day of
                                        the calendar  month in which the advance
                                        in  question is made  (unless  otherwise
                                        stipulated  by the Bank) and  thereafter
                                        each successive  period of one (1) month
                                        each    commencing    from    the   date
                                        immediately   following   the  preceding
                                        interest payment date.

                              (b)(ii)   upon  full   drawdown  of  the  OD,  the
                                        interest  period  shall  commence on the
                                        date of the full drawdown and end on the
                                        last day of the calendar  month in which
                                        the drawdown is made and  thereafter  at
                                        the end of each  calendar  month (unless
                                        otherwise stipulated by the Bank).

"Landowner"                   the  register  owner(s) of the land upon which the
                              Property  is  erected  and  where the  context  so
                              requires,  any one of  them  and  including  their
                              respective     heirs,     executors,      personal
                              administrators and successor-in-title.

"LC"                          the  Letters  of Credit  facility  granted  to the
                              Borrower by the Bank and includes any part thereof
                              pursuant  to the  terms  herein  and  the  General
                              Conditions  set out in Item 10 of the  Schedule  2
                              hereto.

"Legal Process"               pleadings,  all  forms of  originating  processes,
                              interlocutory  applications  of  whatever  nature,
                              affidavits,  orders and such documents  other than
                              the  aforesaid  which  are  required  to be served
                              under the Rules of Court,  notices  required to be
                              given to the other  under the  Security  Documents
                              and  correspondence  between the  parties  hereto,
                              notices  under  the  Companies  Act,  1965 and the
                              Bankruptcy   Act,   1967   and  the   rules   made
                              thereunder.

"LG"                          the Letters of Guarantee  facility  granted to the
<PAGE>
                                       5

                              Borrower by the Bank  pursuant to the terms herein
                              and the General  Conditions  set out in Item 11 of
                              the Schedule 2 hereto.




"Letter of Offer"             the  letter  of  offer  issued  by the Bank to the
                              Borrower  which is dated  the same date as in Item
                              14 of the  Schedule  1  hereto  and  includes  any
                              amendments and variations thereto.

"Memorandum of                the Memorandum of Deposit of stocks, shares bonds,
Deposit of Stocks             debentures,   securities   and  other   marketable
and Shares                    securities  of any kind of any  company  listed on
                              the Kuala Lumpur Stock Exchange  Whatsoever  ("the
                              Securities") to be executed by the Borrower and/or
                              by the Security Party and referred in Section 5.01
                              hereof  in  favour  of the  Bank  upon  terms  and
                              conditions therein acceptable to the Bank.

"Memorandum of                where  applicable,  the  Memorandum  of Deposit of
Fixed Deposit                 fixed deposit  receipts of Fixed Deposit  executed
Receipt(s'                    by the Borrower  and/or by the Security  Party and
                              referred  to in Section  5.01  hereof in favour of
                              the  Bank  upon  terms  and   conditions   therein
                              acceptable to the Bank.

 "Month"                      that period of time which ends on the same date as
                              it commenced in the previous month but if there is
                              no numerically corresponding date in the following
                              month,  then the period  shall end on the last day
                              of that month.

"NPGS"                        where  applicable,  the  New  Principal  Guarantee
                              Scheme  granted  to the  Borrower  by the Bank and
                              includes  any part  thereof  pursuant to the terms
                              herein and set out in the Letter of Offer.

"OD"                          the Overdraft  facility granted to the Borrower by
                              the Bank and includes any part thereof pursuant to
                              the terms  herein and the General  Conditions  set
                              out in Item 12 of the Schedule 2 hereto.

"Penalty Rate"                the rates of  interest as set out in Schedule 2 to
                              the corresponding  Facilities attached herewith or
                              such other  rate(s) of interest over and above the
                              Prescribed  Rate as may at any time and from  time
                              to  time be  prescribed  by the  Bank at its  sole
                              discretion with or without notice to the Borrower.

 "Personal                    the  person(s)  named in item 11 of the Schedule 1
 Guarantor(s)"                hereto   and   includes    his/their    respective
                              representatives,  heirs and executors and wherever
                              the context so requires any one of them.

 "Prepayment                  a notice  of a period  of  which is as  stated  in
 Notice"                      schedule   2   hereto   with    respect   to   the
                              corresponding  Facilities commencing from the date
                              the Prepayment  Notice is received by the Bank and
                              wherein the Borrower  gives the Bank notice of its
                              intention to pre-pay the  Facilities or any one of
                              them or any part thereof.


"Prescribed Rate"             the  preferential  rates of interest as set out in
                              the  Schedule  2 hereto  over and above the BLR or
                              the  COF  of  the   Bank   to  the   corresponding
                              Facilities   attached   herewith   or  such  other
                              rates(s)  of  interest as may at any time and from
                              time to time be prescribed by the bank at its sole
                              discretion with or without notice to be Borrower.

"Property"                    the property as  described  howsoever in Item 5 of
                              the  Schedule  1  hereto  and  includes  any  part
                              thereof


"Propose"                     the  purpose(s)  as  described  in the  Schedule 2
                              hereto to the  corresponding  Facilities  attached
                              herewith.

<PAGE>
                                       6


"RC"                          where  applicable,  the Revolving  Credit facility
                              granted to the  Borrower by the Bank and  includes
                              any part thereof  pursuant to the terms herein and
                              the General  Conditions  set out in Item 13 of the
                              Schedule 2 hereto.

"Ringgit Malaysia"            the lawful currency of Malaysia
and the sign "RM"

"Rules of Court"              the Rules of the High Court, 1980, the Subordinate
                              Courts Rules, 1980, whichever is applicable in the
                              circumstances     including    any     amendments,
                              modifications or re-enactments.

"Sales and Purchase"          the agreement  made between the  developer/vendor,
                              the  Landowner  (if  applicable)  and the Borrower
                              and/or the Security  party (if  applicable) on the
                              date  stated  in Item 6 of the  Schedule  1 hereto
                              with  regard  to  the  sale  and  purchase  of the
                              Property.

"Security Documents"          includes the Corporate  Guarantee,  the Debenture,
                              the Deed of  Assignment of Benefit  Contract,  the
                              Guarantee,  the General  Security  Agreement,  the
                              Memorandum  of Deposit of Stocks and  Shares,  the
                              Memorandum of Deposit of Fixed Deposit  Receipt(s)
                              where  applicable and includes such other security
                              documents as stated specifically in Item 16 of the
                              Schedule 1 hereto executed  hereunder now and also
                              includes such other  security  documents  executed
                              hereafter.

 "Security Party"             includes   the   Corporate   Guarantor,   Personal
                              Guarantor and any person(s) providing any security
                              to the Bank to secure the repayment and payment by
                              the  Borrower  of all  moneys,  interests,  costs,
                              charges  and  other  moneys  arising  from  or  in
                              connection  with the  Facilities  and described in
                              Item 9 of the Schedule 1 hereto.

   "SG"                       where applicable,  the Shipping Guarantee facility
                              granted  by  the  Bank  for  the  benefit  of  the
                              Borrower  pursuant  to the  terms  herein  and the
                              General  Conditions  set  out  in  Item  14 of the
                              Schedule 2 hereto.

   "STA"                      where applicable, the Short Term Advances facility
                              granted to the  Borrower  by the Bank  pursuant to
                              the terms  herein and the General  Conditions  set
                              out in Item 15 of the Schedule 2 hereto.

  "Supporting                 the documents  stated in Item 12 of the Schedule 1
   Documents"                 hereto as required  by the Bank from the  Borrower
                              and any  Security  Party in a form  and  substance
                              acceptable to the Bank.

   "Tenor"                    the  period(s) as set out in the Schedule 2 hereto
                              to the corresponding  Facilities and on the expiry
                              thereof respectively the aggregate of all Advances
                              or the  Facilities  and all sums owing  thereunder
                              and interest  thereon  (including  interest at the
                              Penalty Rate) and all other sums howsoever due and
                              payable to the Bank must be fully  repaid and paid
                              respectively   to   the   Bank   such   that   the
                              Indebtedness   of  the  Borrower  shall  be  fully
                              discharged and includes any renewal thereof.

   "TL"                       the  Term  Loan 1,  Term  Loan 2 and  Term  Loan 3
                              facilities  or any of them granted to the Borrower
                              by the Bank and includes any part thereof pursuant
                              to the terms herein and the General Conditions set
                              out in Item 16 of the Schedule 2 hereto.

   "TR"                       the Trust Receipt facility granted to the Borrower
                              by the Bank and includes any part thereof pursuant
                              to the terms herein and the General Conditions set
                              out in Item 17 of the Schedule 2 hereto.
<PAGE>
                                       7


"Trade Financing              includes the Trade  Financing  Facilities  such as
 Facilities"                  BA, BD, DBP, EBD, EBP, ECR, FCL,  FCTL,  FECL, LC,
                              LO, SO, and TR which have been  granted  herein by
                              the Bank to the  Borrower and where the context so
                              requires, shall refer to any one of them.

SECTION 1.02 INTERPRETATION

(a)  Words importing the singular number include the plural and vice versa.

(b)  Words  importing  the  masculine  gender  includes  the feminine and neuter
     genders.

(c)  The words "hereof",  "herein", "hereon", "hereinafter",  and hereunder, and
     words of  similar  import,  when used in this  Agreement  shall,  where the
     context  requires or allows,  refer to this Agreement as a whole and not to
     any particular provision of this Agreement.

(d)  Reference  herein to  Articles,  Sections  and  Schedules  is  reference to
     Articles,  Sections  and  Schedules  in  this  Agreement  unless  otherwise
     specified. The Schedules shall be form an integral part of this Agreement.

(e)  The  headings  and   sub-headings   in  this  Agreement  are  inserted  for
     convenience  only and are to be ignored when  construing  the provisions of
     this Agreement.

(f)  Where an act is required to be done within a specified number after or from
     a specified  date,  the period is  inclusive  of and begins to run from the
     date so specified.

(g)  A period of a month from the  happening  of an event or the doing of an act
     or thing  shall be  deemed  to be  inclusive  of the day on which the event
     happens or the act or thing is done or is required to be done.

(h)  Any  references  to  statutes  and the rules made  thereunder  include  all
     amendments which may be enacted from time to time.

(i)  Any references  made to any Item of the Schedules  hereto which itself does
     not contain any further and/or invalid references,  dates,  descriptions or
     whatsoever  shall be construed as having neuter effect and shall not render
     the provision  and any part thereof  invalid but shall firstly be construed
     liberally  to encompass  typographical  errors and  documentation  misnomer
     where the context so requires.

(j)  Where the  Borrower  or the  Security  Party is a company,  the  provisions
     contained  herein which are primarily and literally  applicable to the case
     of natural  persons,  shall be construed and take effect as if the Borrower
     or the  Security  Party is a  natural  person,  and  shall  bind all of its
     assigns and successors-in-title accordingly. Any references herein relating
     to  bankruptcy  shall  thereafter  include  references  to the  winding-up,
     liquidation,  amalgamation or  reconstruction  , as the case may be, of the
     Borrower or the Security Party.

SECTION 2.01 APPLICATION FOR THE FACILITIES

(a)  At the request of the Borrower and/or the Security Party (if any), the Bank
     has agreed to grant and to make  available  the  Facilities to the Borrower
     upon the terms and conditions contained in the Letter of Offer and herein.

(b)  In  consideration  of the Bank  agreeing  to grant the  Facilities  up to a
     maximum  principal limit as specified in item 8 of the Schedule 1 hereto to
     the Borrower,  the Borrower  and/or the Security Party (if any) have agreed
     to provide security for the Indebtedness in the manner as provide herein.
<PAGE>
                                       8

SECTION 2.02 PURPOSE OF THE FACILITIES

The  proceeds  of the  Facilities  or any  part  thereof  shall  be  applied  in
accordance with the Purpose only. In the event the Borrower  requires or propose
or intends to use proceeds of the  facilities  or of any sum  thereuder  for any
other  purpose,  whether or not the said  other  purpose  is  incidental  to the
Purpose, written consent from the bank must be first obtained by the Borower and
shall be applied as prescribed by the Bank at its absolute discretion.



                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES


SECTION 3.01 REPRESENTATIONS AND WARRANTIES

The Borrower  hereby  represents and warrants to and undertakes with the Bank as
follows:

(a)  That the  Borrower  and/or  the  Security  Party (if any) have the power to
     execute,  deliver and perform the terms of the Security  Documents and have
     taken all necessary  corporate and other action to authorize the execution,
     delivery and performance of the Security Documents,

(b)  That the  Security  Documents  constitute  the  legal,  valid  and  binding
     obligations  of  the  Borrower  and/or  the  Security  Party  (if  any)  in
     accordance with their respective terms;

(c)  That the execution,  delivery and performance of the Security  Documents by
     the Borrower  and/or the Security  Party (if any) will not exceed the power
     granted to them by or violate the provisons of:

     i) any  law or  regulation  or any  order  or  decree  of any  governmental
     authority, agency or court to which they are subjected to; and

     ii)  the  Memorandum  and  Articles  of  Association  of the  Borrower  (if
     applicable) and, or the Security Party (if any); and

     iii) any mortgage, contract or other undertaking or instrument to which the
     Borrower and/or the Security Party (if any) are parties or which is binding
     upon  them or any of  their  assets  and will not  result  in the  creation
     imposition of, or any of obligation to createor impose, any mortgage, lien,
     pledge  or  change  on any of  their  assets  or  revenue  pursuant  to the
     provisions  of  any  such  mortgage,   contract  or  other  undertaking  or
     instrument;

(d)  That neither the  Borrower  nor any of the  Security  Party (if any) are in
     default  under any agreement to which they are parties or by which they may
     be bound and no litigation,  arbitration or administrative  proceedings are
     presently  current or  pending or  threatened  which  default,  litigation,
     arbitration or administrative  proceedings as the case may be, might impair
     its ability to perform its respective obligations hereunder,  or affect the
     decision  of the Bank to proceed  with this  Agreement  or continue to make
     available the Facilities;

(e)  That  the  Borrower  and/or  the  Security  Party  (if  applicable)  is the
     registered  owner of the  Property  and that the  Property is free from all
     encumbrances;

(f)  That all consents, or licences,  or approvals or authorizations,  or orders
     and exemptions of any Ministry, agency, department or authority in Malaysia
     which are  required or  advisable  to be obtained  in  connection  with the
     execution,  delivery,  performance,   legality  or  enforceability  of  the
     Security  Documents or any of them have been obtained and are in full force
     and effect and no further consent, licence, approval, authorization,  order
     or exemption is required therefor,

<PAGE>
                                       9


(g)  The information furnished by the Borrower in connection with the Facilities
     doest  not  contain  any  untrue  statement  or omit to state  any fact the
     omission of which  makes any  statements  made  therein in the light of the
     circumstances under which they are made, misleading;

(h)  That no Event of Default has occurred or will occur as a result of the Bank
     making available or continue to make available the Facilities.

(i)  That the  Borrower  and/or the  Security  Party (if  applicable)  is not in
     default of the Sale and Purchase Agreement;

(j)  That no steps  have been taken or are being  taken to  appoint a  receiver,
     receiver and manager, or liquidator to take over or to wind-up the Borrower
     and/or the Security Party (if applicable); and

(k)  That Section 62 of the Act is not  applicable in the  circumstances  of the
     Facilities;


SECTION 3.02 CONTINUING NATURE OF REPRESENTATIONS AND WARRANTIES

(a)  The Borrower  shall be deemed to represent  and warrant to the Bank on each
     of the dates on which it shall hereafter draw on the Facilities that:

     i) the representations and warranties (up-dated mutatis mutandis) contained
     in Section  3.01 hereof are true and accurate in all respects as if made on
     such date; and

     ii) no Event of Default  contained  in Section  8.01  hereof,  and no event
     which with the giving of notice or  passing  of time  would  constitude  an
     event of Default has occurred.

(b)  Where any  representation  or warranty or any  statement  contained  herein
     proves to be misleading or incorrect,  it shall be deemed to have been made
     with the consent or  connivance  of or  attributable  to the neglect on the
     part of any director,  manager or secretary or other similar officer of the
     Borrower purporting to act in such capacity.


                                   ARTICLE IV
                                 THE FACILITIES


SECTION 4.01 AGREEMENT FOR THE FACILITIES

The Bank  relying upon each of the  representations  and  warranties  set out in
Section 3.01 hereof,  hereby agrees with the Borrower and the Security  Party(if
any) to make available to Borrower,  throughout  the  Availability  Period,  the
Facilities  and permit  Drawings  thereon  for the  various  facilities  granted
therein upon the terms and conditions hereinafter appearing.

SECTION 4.02 THE FACILITIES

The Borrower  hereby further  declares and confirms that the  Facilities  herein
granted by the Bank  shall be up to the  aggregate  principal  limits set out in
Item 8 of the Schedule 1 hereto  together with the various  rates  interest also
set out in the attached corresponding Schedule 2 to the corresponding Facilities
hereto and the  facilities  shall be secured by this  Agreement and the Security
Documents.  The Borrower  hereby futher agrees that the General  Conditions with
respect to the Facilities or any one of them shall be governed by the Schedule 2
hereto  corresponding to the respective  Facilities and the Operation Conditions
of the Trade Financing Facilities shall be set out in and secured by the General
Security Agreement.

<PAGE>
                                       10

SECTION 4.03 AVAILABILITY PERIOD OF THE FACILITIES

Without prejudice to the provisions contained herein for earlier termination and
subject to the terms hereof,  the Facilities shall initially be available within
the  Availbility  Period.  Without  prejudice  to the Bank's right to review the
Facilities  periodically,  the  Facilities  shall expire and may in the absolute
discretion  of the Bank be renewed for such  further  period or periods,  as the
Bank may prescribe and in the event of such renewal unless otherwise informed by
the Bank or  otherwise;  the terms of the Security  Documents  will  continue to
apply save and except for the Tenor  which  shall be extended to the last day of
the renewed period.

SECTION 4.04 PURPOSE OF THE FACILITIES

The  proceeds  of the  Facilities  and of all  Advances  shall be applied by the
Borrower  for the  Purpose.  In the event the  Borrower  requires or proposes or
intends to use the  proceeds  of the  Facilities  of any  Advance  for any other
purpose, written consent from the Bank must first be obtained by the Borrower.

SECTION 4.05 VARIATION OF INTEREST AND COMMISSION

(a)  Notwithstanding  the  provisions  relating  to the  rate  of  interest  and
     commission  a herein  provided,  the Bank is  entitled at any time and from
     time to time to vary at its  discretion  such rate of  interest  (including
     changing  entirely the basis upon which the Prescribed  Rate or the rate of
     interest  is arrived  at) and  commission  and/or  the mode of  calculation
     thereof  and such  amended  rate(s) of  interest  and  commission  shall be
     payable as from the date the  variation  took  effect.  The Bank shall give
     notice of the  change of the  rate(s)  interest  or  commission,  or of the
     Prescribed  Rate  to the  Borrower  and for the  purpose  of this  Section,
     failure  the  Bank to  notify  the  Borrower  of any  variation  shall  not
     prejudice or have the effect of invalidating any such variation.  Notice by
     the  Bank may take  any  form  and an  advertisement  in a daily  newspaper
     addressed  to  the  general  public  is  deemed  sufficient  notice  to the
     Borrower.

(b)  If and  whenever the rate of interest  payable by the  Borrower  under this
     Agreement  shall  be  varied  in the  manner  herein,  the  Bank may at its
     absolute  discretion make this necessary  adjustment  consequential to such
     variation by :

     i) varying the amount of any instalments; or

     ii) varying the number of instalments; or

     iii) both.


SECTION 4.06 CALCULATION OF INTEREST

All interest  referred to herein shall be  calculated  monthly on the basis of a
365/366 day/year period as applicable.

SECTION 4.07 CAPITALISATION OF INTEREST

Subject  always to Section 4.05,  interest on any principal  moneys for the time
being hereby secured (including  capitalized interest) shall, at the end of each
month,  be capitalised and added for all purposes to be principal sum then owing
and shall thenceforth bear interest at the Prescribed Rate or such other rate(s)
of  interest  set out in the  Schedule  2 hereto  and in this  Agreement  and be
secured and payable  accordingly and all the covenants and conditions  contained
in or implied by this Agreement and all powers and remedies  conferred by law or
by this  Agreement  and all  rules  of law or  equity  in  relation  to the said
principal sum and interest  shall equally apply to such  capitalized  arrears of
interest and to interest on such arrears.

<PAGE>
                                       11


SECTION 4.08 ASCERTAINING LIMIT

For the purpose of ascertaining  whether the limit of the principal  intended to
be hereby  secured has been  exceeded  or not all  accumulated  and  capitalized
interest, fees and all other charges shall be deemed to be interest, commission,
fees or other charges and not principal sum.

SECTION 4.09 REVIEW OF ACCOUNT

The Bank hereby  reserves to itself the absolute  right to review the Borrower's
account with the Bank at half yearly  intervals or at such other  periods as the
Bank may deem necessary.

SECTION 4.10 VARIATION OF FACILITIES

Notwithstanding  any provision  herein contained the parties herein hereby agree
that the Bank may at any time hereafter at the request of the Borrower or at the
Bank's absolute discretion convey, vary or substitude the Facilities or any part
thereof into another  banking  facility or facilities  Provided  Always that the
said facility or facilities are within the limit of the aggregate  principal sum
of the  Facilities  as  stated  in item 8 of the  Schedule  1  hereto  remaining
available  for  Drawing  or in  credit  and in any such  event  the  securities,
liabilities  and  obligations  -  created  by this  Agreement  and the  Security
Documents  shall  continue to be valid and binding for all  purposes  whatsoever
notwithstanding  the  change  and/or  variation  aforsaid  but  subject  to such
variations as shall be made known by the Bank to the Borrower.

SECTION 4.11 REPAYMENT OF FACILITIES

Without prejudice to Section 8.02, the Facilities so far as not otherwise repaid
or  discharged  under the  provisions of this  Agreement  shall be repaid by the
Borrower on demand by the Bank and until such demand is made, the Borrower shall
repay  the  Facilities  respectively  together  with  interest  thereon  at  the
Prescribed Rate in the manner provided in the Schedule 2 hereto corresponding to
the  Facilities   timeously   without  notice  from  the  Bank,  such  that  the
indebtedness  of the Borrower shall have been fully  discharged at latest on the
expiry of the Tenor of the Facilities.

SECTION 4.12 PREPAYMENT OF FACILITIES

It is hereby agreed that  notwithstanding any provision for the repayment of the
Facilities and interest thereon hereinbefore contained,  the Borrower may at any
time  thereafter  by giving the  requisite  Prepayment  Notice as set out in the
Schedule 2 hereto to the corresponding  Facilities (or by paying interest at the
Prescribed  Rate for a similar period in lieu of such notice) repay the whole of
the Facilities or any part thereof then owing to the Bank as the Bank may in its
absolute discretion accept.

SECTION 4.13 VARIATION OF DATES FOR REPAYMENT OF FACILITIES

It  is  hereby  expressly  agreed  and  declared  by  the  parties  hereto  that
notwithstanding  the  provisions  of section 4.11  hereof,  the dates and manner
therein  provided for the repayment of the  Facilities  respectively  may at any
time and from time to time be varied  with the  written  consent of the Bank and
more  particulary  but not limited to, in the event wherein the rate of interest
payable by the Borrower under this Agreement  shall be varied in accordance with
the provisions in Section 4.05 hereof and thereupon such variation in the manner
aforesaid  shall be deemed to be effective and the respective date of payment of
the instalments  and the Tenor shall be deemed to have been amended  accordingly
and shall be read and construed as if such  variation had been  incorporated  in
and forms part of this Agreement at the date of execution thereof .

<PAGE>
                                       12



                                    ARTICLE V
                                    SECURITY

SECTION 5.01 SECURITY (IF APPLICABLE)

As security for the Facilities,  interest thereon and all other moneys owing and
payable by the Borrower under the terms of this Agreement:

(a)  The Borrower  shall  simultaneously  with the  execution of this  Agreement
     execute in favor of and deliver to the Bank, the Charge in accordance  with
     the provisions of the National Land Code in respect of the Property and the
     Security  Documents together with the relevant documents and/or document(s)
     of title hereto free from all  encumbrances  and caveats of any nature upon
     the terms and conditions contained therein as the Bank may require; and

(b)  The  Borrower  shall  cause the  Security  Party (if any) to execute and to
     deliver in favor of the Bank,  the Security  Documents  upon such terms and
     conditions contained therein  respectively  together with all the necessary
     documents as the Bank may require.

SECTION 5.02 OBLIGATIONS OF BORROWER

It is expressly agreed, however, that notwithstanding  anything contained herein
to the  contrary,  the Borrower  shall remain liable under the Sale and Purchase
Agreement  (if  applicable)  observe  and  perform  all  of the  conditions  and
obligations  therein  provided to be observed and performed by him, and the Bank
shall have no obligation or liability  under the Sale and Purchase  Agreement by
the reason of or arising out of this  Agreement  and the  Charge,  nor shall the
Bank be  required  or  obligated  in any manner to observe or perform any of the
conditions  or  obligations  of the  Borrower  under or pursuant to the Sale and
Purchase  Agreement or to present or file any claim, or take any other action to
enforce the terms of the sale and Purchase Agreement.


SECTION 5.03 COVENANT TO PROVIDE FURTHER SECURITY

The Borrower  shall at the request of the Bank charge to, or deposit  with,  the
Bank such  documents of title to any or all immovable  properties  vested in the
Borrower  for any tenure.  Such charge or deposit may be by way of security  for
the  repayment  of moneys  hereby  secured and may also or  otherwise be for the
purpose of securing any other moneys owing to the Bank and not secured hereby.


SECTION 5.04 CONTINUING SECURITY

The security created by this Agreement is expressly  intended to be and shall be
a continuing  security for all moneys  whatsoever  now or hereafter from time to
time owing to the Bank by the Borrower  whether  alone or jointly and  severally
with another or others and whether as principal or surety  notwithstanding  that
the  Borrower may at any time cease to be indebted to the Bank for any period or
periods and  notwithstanding  that the account or accounts of the Borrower  with
the Bank may from any cause whatsoever cease.

SECTION 5.05 LIENS AND OTHER RIGHTS

Nothing herein  contained  shall  prejudice or affect the rights and remedies to
which Bank shall be entitled  to against  the  Borrower or the Bank to any other
securities  which  the Bank may at any time or from  time to time hold for or on
account of the principal sums outstanding from time to time under the Facilities
or any moneys lent to or advanced  for the benefit of the  Borrower by the Bank,
interest  thereon and all other moneys due and owing and remaining unpaid by the
Borrower  to the Bank or shall  anything  therein  prejudice  or affect any bid,
note, guarantee,  charge or other security which the Bank may for the time being
have or hold for the principal sum outstanding from time to time under the

<PAGE>
                                       13


Facilities interest thereon and other moneys aforesaid or any right or remedy of
the Bank under such bill, note, guarantee, charge or other security.


                                   ARTICLE VI
                              CONDITIONS PRECEDENT

SECTION 6.01 CONDITIONS PRECEDENT

The  following  events are specified as  conditions  to the  utilization  of the
Facilities and the continued availability of the Facilities to the Borrower:

(a)  This Agreement and the Security  Documents shall have been duly executed by
     the  respective  parties  thereto  and  this  Agreement  and  the  Security
     Documents have been stamped;

(b)  There have been no  material  alterations  or changes in the  constitution,
     condition,  business, or other affairs of the Borrower which could or might
     adversely affect the decision of the Bank to continue the Facilities;

(c)  The certified  true copy of the  Memorandum  and Articles of Association of
     the Borrower and of the Security Party  (wherever  applicable)  are in such
     form and substance satisfactory to the Bank:

(d)  The Bank  shall  have  received  the  Suppor1ing  Documents  and such other
     documents as may be required by the Bank in form and substance satisfactory
     to it;

(e)  The Bank shall have received (if  applicable) a search report  conducted at
     the  Registry  of  Companies  confirming  that there is no  existing  legal
     encumbrances  over the  Property  except  as  disclosed  to the Bank by the
     Borrower (if applicable) and/or of any Security Party (if applicable);

(f)  The Bank shall have received  certified  true copies of the latest Forms 24
     and  49  confirming  the   respective   identities  of  the  directors  and
     shareholders of the Borrower (if applicable)  and/or the Security Party (if
     applicable);

(g)  The Bank shall have received  certified true copies of Board Resolutions of
     the Borrower (if applicable)  setting out the persons  authorized to accept
     the offer, to operate the Facilities, to execute the Security Documents and
     to furnish their specimen signatures (if applicable);

(h)  the Bank shall have received such other documents, opinions,  undertakings,
     authorizations  or assurances  pertaining to the terms of this Agreement as
     the Bank may reasonably request; and

(i)  The  Borrower  shall  have  complied  with  and  satisfied  all  additional
     Conditions  Precedent  (if any)  stipulated  in Item 13 of the  Schedule  1
     hereto to the satisfaction of the Bank.

Pending  fulfillment  in a manner  satisfactory  to the  Bank of the  conditions
herein  stipulated and such other conditions as the Bank may impose from time to
time,  unless  otherwise  waived  by the  Bank,  the  Bank  may at its  absolute
discretion   terminate  the  Facilities  or  suspend  the  disbursement  of  the
Facilities  or  part  thereof  And  the  Borrower  hereby   unconditionally  and
irrevocably  authorises  the Bank to pay the  proceeds  to such  parties  and in
accordance with such undertakings  which the Bank may give or to such parties as
the Bank may in its absolute discretion deem expedient. All moneys so paid shall
be deemed to form part of the  Facilities and the  acknowledgment  or receipt of
such  parties  shall be  deemed  as if the  same  had been  made or given by the
Borrower itself.

<PAGE>
                                       14

SECTION 6.02 PERFORMANCE OF COVENANTS

The obligation of the Bank to continue to make  available the  Facilities  shall
also be subject to the following conditions:

(a)  the Bank is  satisfied  that no event  has  occurred  so as to  render  the
     Facilities to become  immediately  withdrawn under the provisions of any of
     the Security Documents;

(b)  there is no default by the Borrower  and/or the Security Party or anyone of
     them in the performance of any of the terms and conditions contained in any
     of the Security Documents; and

(c)  no  extraordinary  circumstances,  or change of law, or other  governmental
     action,  have occurred and which  occurrence  makes it  improbable  (in the
     absolute  opinion of the Bank) that the Borrower and for the Security Party
     or any of them  will be able to  observe  and  perform  the  covenants  and
     obligations on their part to be performed under the Security Documents;

(d)  no  adverse  change,  howsoever  brought  about,  has  taken  place  in the
     financial  condition of the  Borrower  and or the Security  Party or any of
     them  and  which,  in the  sole  and  absolute  opinion  of the  Bank,  may
     materially  affect their  ability to fulfill  their  obligations  under the
     Security Documents then or in the future.


                                   ARTICLE VII
                               POSITIVE COVENANTS

SECTION 7.01 POSITIVE COVENANTS

The Borrower hereby expressly  covenants with the Bank that the Borrower will at
all times during the continuance of this Agreement:

(a)  keep all structures and fixtures now or at any time hereafter erected on or
     affixed the property in tenantable repair and condition. In default whereof
     it shall be lawful for but not  obligatory  upon the Bank to carry out such
     repairs;

(b)  permit the Bank and its agents and workmen at all  reasonable  times of the
     day to enter upon the Property  and have access to any fixture  thereon and
     to view and inspect the condition or repair thereof  PROVIDED  HOWEVER that
     if the Bank shall enter and repair the same the Bank shall charge all costs
     and  expenses to the account of the Borrower  which shall bear  interest at
     the rate of the BLR plus Four Per Centum Per Annum (4% P.A);

(c)  comply with and observe all the  conditions  restrictions  and  category of
     use,  express  or implied  imposed  upon,  relating  to, or  affecting  the
     Property or to which the Property is subject as well as the  provisions  of
     any Act of  Parliament  ordinance or enactment  for the time being in force
     and of any rule or order made thereunder affecting the same;

(d)  pay the quit rent,  assessment rates, taxes,  service charges and all other
     outgoings  whatsoever  payable from time to time in respect of the Property
     as and when the same shall  become due and payable.  In default  whereof it
     shall be lawful for but not obligatory upon the Bank to pay the same or any
     part  thereof and upon such  payments by the Bank all sums so paid shall be
     for the account of the Borrower and shall bear  interest at the rate of the
     BLR plus Four Per Centum Per Annum (4% P.A.};

(e)  inform the Bank of any application, demand, notice. order whatsoever or any
     other notice.  document or transaction in any way affecting,  or concerning
     the Property or any part thereof  forthwith upon its issue,  publication or
     service (time being of the essence in respect  hereof) and produce the same
     to the Bank whether  demanded or not AND the Borrower shall do all acts and
     take all steps  necessary  or  expedient  to  safeguard  and  preserve  the
     Property or any part thereof or the title or ownership thereto AND the Bank
     may if it thinks fit and on behalf of or in the name and at the  expense of
     the Borrower do all such acts and employ all such

<PAGE>
                                       15


persons  as the  Bank  shall  deem  fit for the  purpose  of or  connected  with
safeguarding and preserving the property.

(f)  Pay all costs and expenses,  legal or otherwise,  including  stamp duty (if
     any) of or connected with :

     i)   the   preparation   and  execution  of  this  Agreement  and  Security
          Documents;

     ii)  all legal fees as  between  Solicitor  and Client and other  costs and
          disbursements  incurred in  connection  with  demanding  and enforcing
          payment  of  the  moneys  due  hereunder  or  otherwise  howsoever  in
          enforcing  any  of  the  terms  conditions  and  stipulations   hereof
          contained;

(g)  Give full  particulars  in writing  within  seven (7) days to the Bank upon
     receipt of any notice or order or proposal therefor given issued or made to
     the  Borrower in respect of the  Property by or on behalf of any  planning,
     local government, public health, sanitary housing or other authority and if
     so required by the Bank,  without delay and within the period prescribed by
     such notice,  take all  reasonable  or  necessary  steps to comply with the
     provisions  of such notice or order and also at the request of the Bank and
     at the cost of the  Borrower,  make or join  with the Bank in  making  such
     objections or  representations  against or in respect of any such notice or
     order or proposal therefor as the Bank may deem expedient;

(h)  Observe  and  perform  all  the  terms  and  conditions  contained  in this
     Agreement  and Charge and on the part of the  Borrower to be  observed  and
     performed and in addition  thereto any condition and covenant  binding upon
     the  Property and not do or omit to do any,  act,  matter or thing on or in
     respect of the  Property  which shall  contravene  the  provisions  of this
     Agreement or the Charge or of any act, ordinance, enactment, order, rule or
     regulation now or hereafter  affecting the same and at all times  hereafter
     indemnify and keep  indemnified the Bank against all actions,  proceedings,
     costs, expenses,  claims and demands in respect of such act matter or thing
     done  omitted  or  suffered  to  be  done  in  contravention  of  the  said
     provisions;

(i)  Observe  and  perform all the terms and  conditions  contained  in Sale and
     Purchase Agreement (where applicable);

(j)  Carry out and  operate its  business  and affairs  with due  diligence  and
     efficiency and in accordance with sound financial and industrial  standards
     (if  applicable)  and practices and in accordance  with its  Memorandum and
     Articles of Association as amended from time to time (if applicable);

(k)  Keep full and  particular  accounts of the  carrying on of its  business or
     businesses and cause the same to be properly posted  up-to-date and furnish
     to the Bank  within  sixty(60)  days from the end of each half year of each
     financial  year copies of complete  financial  statements  of the  Borrower
     certified  by an officer of the Borrower in such forms as the Bank may from
     time to time determine, and further, as soon as available, but in any event
     within one hundred  and  twenty(120)  days after the end of each  financial
     year of the Borrower,  forward to the Bank two copies of its balance sheet,
     profit and loss  account and report  audited and  certified  by a qualified
     independent  auditor  stating  accurately,  in  accordance  with  generally
     accepted accounting standards, the financial condition of the Borrower;

(l)  Permit the Bank  including  its agents and servants at all times to inspect
     the assets  (including all documents and records  relating  thereto) hereby
     charged  and,  for such  purpose,  to enter upon any land or premises  upon
     which the same may kept and to make  inventories and records thereof and if
     the Bank shall reasonably so desire, to have the same valued at the expense
     of the  Borrower  by a valuer  appointed  by the Bank.  Any such  entry and
     inspection  shall be arranged in advance  with the  Borrower  and shall not
     unreasonably interfere with the operations of the Borrower's business;

(m)  Maintain  adequate  records to monitor the  progress of its business and to
     reflect,  in  accordance  with  consistently  maintained  sound  accounting
     practices, the operations and

<PAGE>
                                       16

financial  condition of the Borrower and allow the Bank or its respective agents
and  servants to inspect all records at any office,  branch or place of business
of the Borrower or elsewhere  and all records kept by any other  authorities  or
persons so far as such  records  relate to or affect the  Borrower's  properties
assets and business and the Borrower  hereby gives (without need for any further
act) to the Bank or any person authorised by the Bank access to and the right to
inspect  such records as may be required to enable the Bank (if  applicable)  to
inspect the said records;

(n)  keep and maintain its present paid up share capital and  increases,  if any
     in respect thereof (if applicable);

(o)  appoint  from time to time only such  auditor or firm of auditors to supply
     the Bank  with a  certified  copy  each of any  communication  sent by such
     auditor to the Borrower and further to  communicate  directly with the Bank
     at any time in respect of any matter  (if  applicable)  connected  with the
     accounts and operation of the Borrower;

(p)  keep all its fixed and floating assets  adequately (if applicable)  insured
     at all material times (if applicable);

(q)  notify  the  Bank in  writing  or any  changes  in the  composition  of (if
     applicable) its board of directors and shareholders (if applicable);

(r)  notify the Bank of any legal proceedings, litigation and claims against the
     Borrower  and  any  of its  subsidiaries  and/or  any  Security  Party  (if
     applicable);

(s)  to pay all its Indebtedness under this Agreement when due and owing;

(t)  subordinate   to  the   Facilities  set  out  herein  all  loans  from  the
     Shareholders  and  directors  of  the  Borrower  (if  applicable)  or  from
     companies related to the Borrower;

(u)  operate the Facilities  actively and  satisfactorily  within the respective
     limits set out herein;

(v)  notify  the Bank of any  occurrence  of any Event of  Default  or any other
     occurrence of which the Borrower  becomes aware of which in its  reasonable
     opinion  might  adversely  affect  its  ability  to fully  comply  with its
     obligations under this Agreement; and

(w)  carry on any business other than its existing business on the date it first
     applied for the Facilities.

SECTION 7.02 NEGATIVE COVENANTS

Until the  indebtedness  is fully  discharged and satisfied the Borrower  hereby
covenants  with the Bank that it will not  without  the  consent  of the Bank in
writing first had and obtained:

(a)  where applicable,  assign,  transfer,  sell, charge or otherwise  howsoever
     deal with the  Borrower's  rights,  title and  interest  under the Sale and
     Purchase  Agreement  or the  Property or any part  thereof or any  interest
     therein or any other  material  fixed assets,  land or other  investment or
     make  the  same  subject  to any  charge,  encumbrance,  liability  or lien
     whatsoever  or  rescind,  remove  or amend  any  condition  or  restriction
     affecting  the property  without the written  consent of the Bank first had
     and obtained;

(b)  lease,  let out, or grant any licence or otherwise  howsoever part with the
     possession or make or accept the surrender of any lease whatsoever of or in
     respect of the  Property or any  fixture,  structure or any part thereof to
     any  person,  firm or company  without  the  consent in writing of the Bank
     first had and  obtained and which  consent may be given or refused  without
     assigning  any  reason  therefor  either  absolutely  or on such  terms and
     conditions  as the Bank deems fit and  decision  of the Bank shall be final
     and conclusive;

<PAGE>
                                       17



(c)  enter into any  reconstruction,  amalgamation,  merger or  consolidation or
     sell or lease all or substantially all of its assets;

(d)  incur, assume, guarantee or permit to exist any indebtedness except:

     (i)  the Facilities; and

     (ii) short-term  debts  incurred in respect of money borrowed from licensed
          banks or from other sources in the ordinary course of business;

     For the  purpose of this  paragraph,  any credit from a supplier of capital
     goods,  installment  purchase or other similar  arrangement is deemed to be
     indebtedness  and is not deemed to be  permitted  by Section  7.02(d)  (ii)
     hereof; and a short-term debt is deemed to be any debt payable on demand or
     maturing by its terms within  twelve (12) months after the date on which it
     was originally incurred;

(e)  create or permit  to exist any lien or charge on or any  assignment  of any
     assets (including choses in action) of the Borrower except :-

     (i)  those created under the Security  Documents or any of them as the case
          may be;

     (ii) any tax or other  statutory  lien,  provided  that such lien  shall be
          discharge within thirty (30) days after final adjudication.

     For  the  purpose  of  this  paragraph,   the  expression  aliens  includes
     mortgages, pledges, charges, privileges and priorities of any kind, and the
     expression "assets" includes any revenue and property movable and immovable
     of any kind;

(f)  enter into any transaction  with any person,  firm or company except in the
     ordinary course of business on ordinary  commercial  terms and on the basis
     of arm's length arrangements, or establish any exclusive purchasing or sale
     agency,  or enter into any transaction  whereby the Borrower might pay more
     than the original  commercial  price for any purchase or might receive less
     than the full ex-work  commercial  price (subject to normal trade discount)
     for its products;

(g)  subject to the  provision of this  Agreement  and the  Security  Documents,
     enter into any partnership,  profit-sharing  or royalty  agreement or other
     similar  arrangement  except in the ordinary course of business on ordinary
     commercial terms and on the basis of arm's length arrangements  whereby the
     Borrower's  income  or  profits  are,  or might be,  shared  with any other
     person, firm or Borrower; or enter into any arrangement contract or similar
     arrangement  whereby the  Borrower's  business or operations are managed by
     any other person, firm or Borrower;

2.   have any  subsidiary,  or make, or permit to exist loans,  or lend, or make
     advances to others or make investments in other company or enterprises,  or
     guarantee arty person enterprise or company (other than normal trade credit
     or trade guarantee or temporary loans to staff,  customers,  contractors or
     suppliers in the ordinary  course of business)  PROVIDED  that the Borrower
     shall be at liberty to invest in short-term  marketable securities acquired
     solely so as to utilise such funds of the  Borrower as are not  immediately
     required for the Borrower's business;

3.   add to, delete, vary or amend its Memorandum and Articles of Association in
     any  manner  which  would  be  inconsistent  with  the  provisions  of this
     Agreement or changes (if  applicable)  its financial year, or the nature of
     its present (if applicable) business, or sell, transfer, lease or otherwise
     dispose of all or a substantial part of its capital assets, or undertaking,
     or permit any merger,  consolidation (if applicable) or reorganization  (if
     applicable);


(j)  decrease its authorized or issued capital (if applicable); and

<PAGE>
                                       18



(k)  declare or pay any dividend,  or bonus issue,  or make any  distribution of
     share  capital,  but such  consent  of the Bank  shall not be  unreasonably
     withheld (if applicable);


                                  ARTICLE VIII
                              REMEDIES OF THE BANK

SECTION 8.01 EVENTS OF DEFAULT

The Bank may be written  notice to the Borrower  declare that the  Facilities be
cancelled and declare all moneys  payable under this  Agreement and the Security
Documents to be forthwith due and payable and thereupon the same shall become so
payable to the Bank:

(a)  if the  Borrower  or  any  Security  Party  fails  or  defaults  under  any
     provisions  of the  Security  Documents  which is not  capable of remedy or
     which, being capable of remedy, is not remedied within seven (7) days after
     notice to the  Borrower  or any  Security  Party  from the Bank  requesting
     action to remedy the same; or

(b)  if the Borrower and Security Party, or any of them, fail to comply with any
     notice  given under the  Security  Documents  requiring  them to remedy any
     breach of the terms of the Security Documents,  or any situation other than
     a breach within the time stipulated therefor, or

(c)  if any other  indebtedness of the Borrower  becomes,  or becomes capable in
     accordance with the relevant terms hereof being declared due prematurely by
     reason of a default by the Borrower in its  obligations  under the Security
     Documents  with  respect  to the  same or the  Borrower  fails  to make any
     payment in respect thereof on the due date for payment or upon the security
     for any indebtedness becoming enforceable; or

(d)  if any  representation  or warranty made by the Borrower or by any Security
     Party in this Agreement or the Charge for the Security  Documents or in the
     Supporting  Documents or implied or  expressed in any notice,  certificate,
     letter or other  documents made or delivered  pursuant to the terms of this
     Agreement is incorrect or  misleading  in a material  particular  as of the
     date at which it was made or deemed to have (if applicable) been made or if
     repeated  at any  time  so  long  as the  Facilities  of the  Borrower  are
     outstanding; or

(e)  if the Borrower or any Security Party ceases or threatens to cease to carry
     on their business; or

(f)  if a petition  shall be  presented  or award is made,  or a  resolution  is
     passed,  for  winding-up of the Borrower (if  applicable) or any one of the
     Security Party (if  applicable) or for the bankruptcy of the Borrower or of
     the Borrower's directors or the Security Party or any of them; or

(g)  if a  distress  or  execution  or other  process  of a Court  of  competent
     jurisdiction  is levied upon or issued against any property of the Borrower
     or Security Party and such distress execution or other process, as the case
     may be, is not  satisfied  by the  Borrower  within seven (7) days from the
     date thereof, or

(h)  if a Receiver,  or Manager, or both, is or are appointed over the Borrowers
     or any one of the  Security  Party's  undertaking  or  property or any part
     thereof pursuant to any instrument (including the Companies Act 1965) other
     than by the Bank under the provisions hereof; or

(i)  if  applicable,  if the  Borrower  or any  Security  Party  or any of  them
     commits, or threatens to commit a breach of any term, stipulation, covenant
     or undertaking contained in the Sale and Purchase Agreement or the Security
     Documents to which it is a party; or

<PAGE>
                                       19

(j)  if the  Borrower,  or any  Security  Party  or any  one of them  under  the
     Security Documents, commits a default of any provision of any agreement, or
     Security Documents, or both (as the case may be) relating to other accounts
     or loan  facilities  granted by the Bank to the  Borrower or such  Security
     Party; or

(k)  (if   applicable),   if,  before  the  Property  is  fully  and  completely
     constructed,   a  petition  is  presented   for  the   winding-up   of  the
     Developer/Vendor or the Landowner; or

(l)  if, in the  opinion  of the Bank  (which  shall be final and  binding)  the
     business and affairs of the  Borrower is not being  carried on or conducted
     in accordance  with sound  financial  and business  standards and practices
     generally applicable to the industry; or

(m)  if the Security  Documents  shall be challenged as to their or its validity
     by any person; or

(n)  (if applicable) if the  Developer/Vendor or landowner shall suspend or give
     notice to any  person  of its  intention  to  suspend  construction  of the
     Property, or abandons construction; or

(o)  if an event has, or event have, or a situation exists, which could or might
     in the opinion of the Bank  prejudice  the ability of the  Borrower and any
     Security Party to perform their obligations under the Security Documents in
     accordance with their respective terms; or

(p)  if the  Bank  shall be of the  opinion  that  any of the  Security  created
     pursuant to the Security Documents is in jeopardy; or

(q)  if the account of the  Borrower is in the absolute  discretion  of the Bark
     unsatisfactorily maintained or operated; or

(r)  if the  Borrower  commits or threatens to commit a default or breach of any
     term or condition of any other account  maintained by the Borrower with the
     bank now or hereafter; or

(s)  if the Borrower  commits or threatens to commit a default  under any of its
     contractual  obligations  with any other  parties  including  the Bank with
     regard to its borrowing howsoever, or

(t)  if in the absolute opinion of the Bank, the Borrower's  account(s) with the
     Bank  (including  any other accounts the Borrower may have with the Bank is
     or has not been operated satisfactorily; or

(u)  if an event or events shall have occurred or a situation exists which could
     or might, in the opinion of the Bank, prejudice the ability of the Borrower
     and/or any Security  Party or any one of them to perform  their  respective
     obligations   under  the  Security   Documents  in  accordance  with  their
     respective terms.



SECTION 8.02 RIGHT OF BANK ON BORROWER'S DEFAULT

(a)  If the Borrower  shall commit a default  pursuant to Section 8.01 or if any
     of the events  stipulated  in Section 8.01 hereof shall happen and which if
     capable  of remedy is not  remedied  within a period of seven (7) days from
     the date of notice  by the Bank  requesting  remedy of the same,  or is not
     remedied  within  the  time  specifically  stipulated  thereof  (if any) in
     respect of the event in question, the Facilities,  interest thereon and all
     other sums payable under this  Agreement  shall become and be deemed to be,
     notwithstanding  anything  contained herein to the contrary,  forthwith due
     and payable and whereupon the Bank shall be entitle  without further notice
     to the Borrower  institute such  proceedings and take such steps *including
     any  proceedings  for the  realization  of its  security  under  any of the
     Security  Documents) as it may think fit to enforce  payment of all amounts
     due and payable pursuant to this Agreement and Security Documents;
<PAGE>
                                       20

(b)  Notwithstanding  anything contained in the Security Documents,  the Bank is
     free to exercise  such rights as it may possess in the  Security  Documents
     against the respective  parties  regardless of whether the Facilities  have
     been  recalled or not and such exercise may be for the purpose of remedying
     the breach in question.

AND the Borrower  hereby  expressly  agrees  covenants and  undertakes to do and
executes  all acts deeds  instruments  and things  which the Bank may require or
stipulate for the purposes of effecting  and or  completing  anything and or any
transaction mentioned in this Section.


SECTION 8.03 PROCEEDS OF SALE

All moneys  received by the Bank from any  proceeding  instituted or steps taken
under any of the Security Documents shall,  subject to statutory  priorities (if
any), be applied by the Bank:

FIRSTLY        in  payment  of all  costs  charges  and  expenses  incurred  and
               payments made the Bank under the  provisions of all or any of the
               Security Documents.

SECONDLY       in or towards  payments to the Bank of all interest  then accrued
               and remaining unpaid in respect of the Facilities, or the balance
               thereof for the time being owing.

THIRDLY        in or towards  payment to the Bank of the  principal  sum due and
               remaining unpaid under the Facilities.

FOURTHLY       in or  towards  payment  to the Bank of all other  moneys due and
               remaining unpaid under any or all of the Security Documents.

FIFTHLY        any surplus shall be paid to such persons entitled thereto.

PROVIDED  ALWAYS THAT if the Bank shall be of the opinion  that the security may
prove deficient  payments may be made to the Bank on account of principal before
interest but such  alteration  in the order of payment  shall not  prejudice the
right of the Bank to receive the full amount to which it would have been entitle
if the  primary  order had been  observed  or any  lesser  amount  which the sum
lllternately realised from the security may be sufficient to pay.

SECTION 8.04 DEFICIENCY IN PROCEEDS OF SALE

If the amount  recovered or realised under this Agreement or any of the Security
Documents after deduction and payment, from the amount so recovered or realised,
if all fees, costs,  expenses and other outgoing, is less than the amount due to
the Bank hereunder and under the Security  Documents (if any) and whether in the
process  of such  recovery  or  realization  the Bank has  purchased  any of the
properties and assets  charged to the Bank or otherwise,  the Borrower shall pay
to the Bank the difference between the amount so realised and until payment will
also pay interest on such balance at the Prescribed Rate and the penalty rate as
applicable  corresponding to the facilities as set out in the General Conditions
in the Schedule 2 hereto or at such other rate(s)  stipulated  from time to time
by the Bank.


SECTION 8.05 DAMAGES

In addition  and without  prejudice  to the power,  rights and remedies by these
presents  conferred,  the Borrower shall  indemnify the Bank against any loss or
expenses  (including  legal  expenses  on a  Solicitor  and Client and on a full
indemnity  basis)  which the Bank may sustain or incur as a  consequence  of any
default in payment by the Borrower of any sum due hereunder.


<PAGE>
                                       21

SECTION 8.06 RIGHT OF SET-OFF

In addition  and without  prejudice  to the power  rights and  remedies by these
presents conferred, if any amount payable hereunder is not paid as and when due,
the Borrower  authorizes the Bank to proceed  without prior notice,  by right of
set-off,  banker's lien or  counterclaim,  against any assets of the Borrower in
any currency  which may at any time be in the  possession  of the Bank or any of
its  affiliates,  at any branch or  office,  to the full  extent of all  amounts
payable to the Bank hereunder.


                                   ARTICLE IX
                                   TERMINATION

SECTION 9.01 FULL REPAYMENT OF THE MONEYS SECURED

Notwithstanding  anything to the contrary  contained herein, it is hereby agreed
that upon  satisfaction  or  discharge by repayment or otherwise of the whole of
the Borrower's  indebtedness  herein,  all the provisions herein contained shall
cease to be of effect but without  prejudice  to the Bank's  right and  remedies
against the Borrower in respect of any antecedent claim or breach of covenant.

SECTION 9.02 RECALL OF FACILITIES

Notwithstanding  anything to the contrary  contained  herein,  the Bank shall be
entitled as its absolute  discretion to determine or recall the  Facilities  and
demand  repayment of the  principal  balance  outstanding,  interest,  costs and
expenses  whatsoever  provided  herein at any time without  having to justify or
give any reason for such determination or recall.


                                    ARTICLE X
                                    INSURANCE
                                 (IF APPLICABLE)

SECTION 10.01 INSURANCE ON PROPERTY

The Borrower shall always or shall always cause to keep insured the property and
all fixtures  hereafter  erected thereon in the Prime of the Borrower and/or the
Security  party (if  applicable)  against  loss or  damage  by fire,  lightning,
tempest, flood, riot, civil commotion, strike, malicious acts, natural disasters
and against  such other risks as the Bank may from time to time think  expedient
and keep the same so insured  throughout  the duration of this  Agreement to its
full insurable value to the  satisfaction of the Bank. In the event the Borrower
fails or fails  to cause  the  Security  Party  (if  applicable)  to take up the
insurance  pursuant to this Section herein,  the Bank may do so on behalf of the
Borrower or on behalf of any Security Party (if applicable).


SECTION 10.02 RESTRICTION AGAINST ADDITIONAL INSURANCE

The  Borrower  shall not except at the request or with the consent in writing of
the Bank  effect or cause to effect of keep on foot any  insurance  against  any
risk in respect of the Property, which the Bank has effected or has kept on foot
such insurance.

<PAGE>
                                       22


SECTION 10.03 TERMS AND FORM OF INSURANCE

Insurance policies taken out or effected under this Agreement shall be generally
in form and upon terms acceptable to the Bank and, without limitation,  shall be
subject to the following:

(a)       Named insured

          All  insurance  shall be taken out in the name of the Borrower  and/or
          Security Party (is applicable) and shall be expressly and specifically
          assigned to and for the benefit of the Bank.

(b)       Insurers and terms

          The Borrower shall place or cause to be placed  insurance  policies in
          companies  approved  and  nominated by the Bank (which may be itself).
          All insurance policies shall be valued policies and shall provide that
          they are payable in Malaysian Ringgit.

(c)       Notice of Lapse

          Each  policy  shall  provide  that it may not  lapse,  be  terminated,
          cancelled or  materially  modified  without  fourteen (14) days' prior
          notice to the Bank.

(d)       Notice of Cancellation

          The Borrower  covenants  that it shall cause the relevant  insurers to
          include  the  following  notice  of  cancellation  or a  substantially
          similar  notice  of  cancellation  acceptable  to  the  Bank  in  each
          insurance policy taken out:

          "Underwriters  (insurers)  agree that the bank shall be given at least
          fourteen  (14)  days'  prior   telegraphic   notice  of  cancellation,
          alteration, termination or expiry of this policy or any failure by the
          Borrower  to pay  premiums  as and when due.  The Bank  shall  have no
          obligation  whatsoever  to pay  premiums  or costs but shall  have the
          right  to  do  so  in  the  event  of  non-payment  by  the  Borrower.
          Underwriters  (insurers)  shall promptly advise the Bank of any act or
          omission  of which the  Underwriters  (insurers)  are aware that might
          void this policy or make the same invalid or unenforceable in whole or
          in part."

(e)       Mortgagee Clause

          The Borrower  covenants that it shall cause the relevant  insurers the
          following loss payable clause or a substantially  similar loss payable
          clause acceptable to the Bank in each insurance policy taken out:

          "This  insurance  and the benefits  thereof,  including  all claims of
          whatsoever  nature in respect  of the Assets and each and every  right
          hereunder have been assigned to BUMIPUTRA-COMMERCE BANK BERHAD."


SECTION 10.04 ASSIGNMENT OF INSURANCE

The  Borrower  hereby  assigns  or  shall  cause to  assign  to the Bank all the
Borrower's  and/or  the  Security  Party's  (if  applicable)  rights,  title and
interest in, to and under all insurance  policies including all proceeds and all
the benefits  thereof and all claims of  whatsoever  nature  thereunder  and the
rights under such insurance policies.

SECTION 10.05 EVIDENCE OF INSURANCE

On the date of execution of this Agreement,  the Borrower shall furnish the Bank
with the originals of all insurance  policies assigned hereunder and all binders
and certified copies of cover notes or other

<PAGE>
                                       23

written evidence satisfactory to the bank showing that the required insurance of
each type has been  placed.  No  change  shall be made in any  insurance  policy
without the Bank's prior written  consent.  The Borrower shall promptly  furnish
the Bank with the duplicate of all policies assigned hereunder,  cover notes and
certificates and renewals thereof.


SECTION 10.06 BANK'S RIGHT TO COLLECT PROCEEDS AND INSURE

The bank is hereby  authorised but not required,  in its own name or in the name
of the Borrower  and/or the Security Party (if  applicable) to demand,  collect,
give receipts for and  prosecute all necessary  actions in the courts to recover
any and all  insurance  moneys  that  may  becomes  due and  payable  under  the
insurance policies. If the Borrower at any time fails to pay or cause to be paid
when due any  insurance  premiums,  calls or other costs related to obtaining or
maintaining the insurance required  hereunder,  to obtain any required insurance
or to deliver to the Bank all  policies,  certificates,  contracts of insurance,
binders and cover notes and all renewals  thereof as required by the  provisions
of this Agreement,  the Bank may, but is not required to, procure such insurance
or pay unpaid  premiums,  or both,  and other costs.  All  expenditure  incurred
thereby  shall be for the account of the  Borrower and shall be deemed to be and
form  part of the  Indebtedness  and  until  reimbursed,  such sum  shall  carry
interest at the rate of the BLR plus FOUR Per Centum Per Annum  (4%PA.) from the
date of payment by the Bank or such other rate as the Bank may charge.

SECTION 10.07 COMPLIANCE WITH INSURANCE TERMS, LAWS, REGULATIONS, ETC.

The Borrower  shall not do any, act, allow or permit any act to be done (whether
by omission or  commission),  whereby the insurance  policies may become void or
voidable,  or may becomes a ground of  repudiation  by the insurers or allow the
Property to be used in any manner not permitted under the insurance policies.

SECTION 10.08 APPLICATION OF INSURANCE MONEY

The Bank may  require  any  money  received  on any  insurance  relating  to the
Property  whether  effected  by the Bank or by the  Borrower to be applied in or
towards  making good the loss or damages in respect of which the money  received
or receivable or in or towards the discharge of any principal money and interest
or any moneys  secured  hereby and the Borrower shall hold any money received on
such  insurance  in trust for the Bank and the Bank may  receive and give a good
discharge for any such moneys.

SECTION 10.09 WORKMEN'S COMPENSATION INSURANCE

The  Borrower  (if  applicable)  shall take out and maintain for such amount and
with  such  insurance  company  as shall  be  approved  by the Bank a policy  of
insurance in respect of Workmen's Compensation for all employees, if any, of the
Borrower and or alternatively comply with any law for the time being relating to
the establishment of social security schemes or benefits for employees.

                                   ARTICLE XI
                            TERMINATION AND VARIATION

SECTION 11.01 TIME FOR COMPLIANCE OF CONDITIONS

If the  Borrower  fails to  perform  and  observe  all or any of the  covenants,
stipulations and condition(s)  herein contained and on it's part to be performed
and observed the Bank may at any time  thereafter  at its option  terminate  the
Facilities. Upon such termination or rescission, the facilities and all interest
thereon  must be  discharged  within  seven  (7)  days of  such  termination  or
rescission.

<PAGE>
                                       24


SECTION 11.02 DISCRETION OF BANK ON DISBURSEMENT

The Bank has the absolute  right by notice in writing to the Borrower to rescind
the  Facilities,  or to refuse to pay out the Facilities if the principal sum or
any part  thereof  or any  interest  thereon  are in  arrears  or  shall  become
immediately  repayable under the provisions of the Security  Documents or any of
them.  Upon giving of such  notice,  any part of the  Facilities  not  therefore
disbursed shall be cancelled,  and any part of the Facilities  already disbursed
shall become due and immediately  repayable on demand  notwithstanding  anything
contained herein to the contrary.


SECTION 11.03 RIGHT OF BANK TO RECALL OR VARY

Notwithstanding  anything to the contrary  contained  herein,  the Bank shall be
entitled at its absolute  discretion to terminate this Facilities and demand the
discharge  by the Borrower of its  Indebtedness  at any time or to vary or amend
the terms of the Facilities  granted herein or both in such manner and upon such
terms as the Bank may determine.


SECTION 12.01 TIME

Time shall be of the  essence of this  Agreement  but no failure or delay on the
part of the Bank in  exercising  nor any omission to exercise any right,  power,
privilege  or remedy  accruing  to the Bank under this  Agreement  or any of the
Security Documents shall impair any such right, power,  privilege,  or remedy or
be construed as a waiver thereof or an acquiescence  in such default;  nor shall
any action by the Bank in respect of any default or any acquiescence in any such
default,  affect or impair any right, power,  privilege or remedy of the Bank in
respect of any other or subsequent default.


SECTION 12.02 RECONSTRUCTION OF File BANK OR THE BORROWER OR THE SECURITY PARTY

The  security,  liabilities  and  obligations  created by this  Agreement  shall
continue to be valid and binding for all purposes whatsoever notwithstanding any
change by  amalgamation,  reconstruction,  or otherwise which may be made in the
constitution of the Bank and Similarly the security, liabilities and obligations
created  by this  Agreement  shall  continue  to be valid  and  binding  for all
purposes whatsoever  notwithstanding any change by amalgamation,  reconstruction
or otherwise howsoever in the constitution of the Borrower or any Security Party
and it is  expressly  declared  that no  change  whatsoever  in  relation  to or
affecting  the  Borrower  or any  Security  is Party shall in any way affect the
security,  liabilities  and  obligations  created  hereunder  in relation to any
transaction whatsoever whether past present or future.


SECTION 12.03 STAMP DUTIES

The Borrower  shall,  upon notice from the Bank,  pay all stamp duties,  fees or
other charges  payable on or incidental to the  execution,  issue,  delivery and
registration of all and any of the security  Documents and any document  related
thereto  (including  fines and penalties) and shall  reimburse the Bank for such
duties, fees or other charges paid by the Bank;


SECTION 12.04 MODIFICATION AND INDULGENCE

The Bank may at any time and without in any way  affecting  the security  hereby
created:

<PAGE>
                                       25

(a)  determine,  vary or increase  any credit or other  facility  granted to the
     Borrower  and may open or continue  any account or accounts  (or both) with
     the Borrower at any branch or branches of the Bank;

(b)  grant to the  Borrower,  or any of the  Security  Party,  or all, or any of
     them, any time or indulgence or waiver or consent or release;

(c)  deal  with,  exchange,  release  or modify or abstain  from  perfecting  or
     enforcing  any  security or other  guarantee  or right it may now or at any
     time  hereafter  or from time to time have from or against the  Borrower or
     any other person;

(d)  compound with the Borrower or any Security Party or any other person.


SECTION 12.05 COSTS AND FEES

The Borrower shall be liable to pay all fees  including the commitment  fees and
expenses in connection with or incidental to this Agreement including the Bank's
Solicitors'fee  (on a  Solicitor  and  Client  basis)  in  connection  with  the
preparation  and  execution of this  Agreement,  the Security  Documents and the
documents  related  thereto.  If the  Indebtedness  or any part thereof shall be
required to be recovered through any process of law, or if the said money or any
part thereof  shall be placed in the hands of  solicitors  for  collection,  the
Borrower  shall pay (in  addition to the moneys then due and payable  hereunder)
the Bank's  Solicitors'fees (on a Solicitor and Client Basis) and any other fees
and expenses incurred in respect of such collection.


SECTION 12.06 CUMULATIVE REMEDIES

The remedies  provided  herein are cumulative and are not exclusive of any other
remedies provided by law.


SECTION 12.07 SEVERABILITY

Any term, condition, stipulation,  provision, covenant, or undertaking contained
herein which is illegal,  prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be  ineffective  to the  extent  of such  illegality,
voidness,  prohibition or  unenforceability  without  invalidating the remaining
provisions   hereof  and  any  such   illegality,   voidness,   prohibition   or
unenforceability  in any  jurisdiction  shall not invalidate or render  illegal,
void  or  unenforceable  any  such  term,  condition,  stipulation,   provision,
covenant, or undertaking in any other jurisdiction.


SECTION 12.08 SUSPENSE ACCOUNT

Any money received  hereunder may be placed and kept to the credit of a suspense
account  for so long as the  Bank  thinks  fit  without  any  obligation  in the
meantime to apply the same or any part  thereof in or towards  discharge  of any
money or liability due or incurred by the Borrower to the Bank.  Notwithstanding
any such payment,  in the event of  proceedings  in or analogous to  bankruptcy,
liquidation,  composition  or  arrangement,  the Bank may prove for and agree to
accept any dividend or  composition  in respect of the whole or any part of such
money and liability in the same manner as if this security had not been created.


SECTION 12.09 CENTRAL CREDIT UNIT

All  information  regarding the Facilities,  if required,  will be made known to
Central Credit Unit established by BNM for the purpose of collecting information
from financial institutions regarding credit facilities granted by them to their
customers.

<PAGE>
                                       26


SECTION 12.10 DISCLOSURE

The Borrower  hereby agrees that as long as the  Facilities  continue  and/or as
long as any moneys due thereunder remain outstanding, the Bank shall be entitled
to disclose  information on its business  (including its accounts  and/or future
accounts)  with the Bank to  companies  which  are or which in  future  may be a
subsidiary  of the  Bank and that the  subsidiaries  of the Bank  shall  also be
entitled  to  make  such  disclosure  to  the  Bank  and/or  to the  other  said
subsidiaries.  PROVIDED that the Bank shall take all  reasonable  care to ensure
that such  information  shall  remain  confidential  within the Bank's  group of
subsidiaries.


SECTION 12.11 CONSOLIDATION

It is hereby  expressly  agreed and  declared  that  unless  the Bank  otherwise
agrees, the Borrower shall not be entitled to redeem or the release or discharge
of any security given by the Borrower to the Bank hereunder whether given now or
hereafter  except on payment by the Borrower of not only all moneys  referred to
herein but also all moneys whatsoever and howsoever owing or payable or due from
the Borrower to the Bank under any other account or otherwise with the Bank. The
Bank  further  reserves  the right at any time at its  absolute  discretion  and
without  notice to the  Borrower  to  combine or  consolidate  all or any of its
accounts  including  accounts  jointly  with  others (of any  nature  whatsoever
whether subject to notice or not)  wheresoever  situate with any liabilities and
obligations owed or incurred by the Borrower to the Bank and set-off or transfer
any sum standing to the credit of any one or more of such accounts in or towards
satisfaction of money obligations and liabilities due and payable to the Bank.


SECTION 12.12 CERTIFICATE OF INDEBTEDNESS

It is hereby  agreed  that any  admission  or  acknowledgment  in writing by the
Borrower or by any person  authorised  on behalf of the  Borrower or a judgement
(by default or  otherwise  obtained  against  the  Borrower)  or a statement  of
account  in writing  showing  the  indebtedness  of the  Borrower  which is duly
certified  by an officer of the Bank shall be binding  and  conclusive  evidence
against the Borrower for whatever purpose including as being conclusive evidence
of indebtedness in a court of law.


SECTION 12.13 COVENANT ON INTEREST

The  covenant by the Borrower  herein to pay interest at the various  Prescribed
Rate or the  Penalty  Rate or rates  pursuant  to this  Agreement  herein  is an
independent covenant. It is hereby agreed that the covenant to pay such interest
as  aforesaid  continues  after  judgment as well and that in event of judgment,
this  covenant  shall not  merge in such  judgment,  or with any  rule,  or law,
regulating the award of interest after judgment.


SECTION 12.14 EFFECTIVE DATE

The parties hereto agree that this Agreement shall come into force on the ate as
stated in item 1 of the Schedule 1 hereto irrespective of the diverse dates upon
which they may have each executed this Agreement respectively.


SECTION 12.15 DEBIT OF ACCOUNT

The Bank has the absolute right to debit the account of the Borrower at any time
and from time to time in respect of any interest,  expenditure  or other charges
which might be in incurred or owing by the Borrower.

<PAGE>
                                       27


SECTION 12.16 BANK'S RIGHTS TO SUBSIST

The of the Bank herein  conferred to charge  compound  interest or interest with
periodic  rests or "interest on interest" or any other interest of a like nature
howsoever  described shall subsist and continue to subsist  notwithstanding  the
service  by the Bank on the  Borrower  of any  demand  for  payment  of any sums
outstanding   to  the  Bank  or  any  part  thereof  or  the  cessation  of  the
banker-customer relationship for any reason or by any cause whatsoever.


SECTION 12.17 CONTEMPORANEITY

The Borrower  unconditionally  confirms and declares that the premises contained
herein have been made and given contemporaneously with, and in exchange for, the
promise of the Bank to grant the Facilities to the Borrower  notwithstanding the
fact that the date of this  Agreement is different with the date of any document
whatsoever  which the  Borrower  might have signed with the Bank,  if any and at
all.


SECTION 12.18 LATE PAYMENT

In the event the Borrower  defaults in the payment of any sum herein  covenanted
to be paid,  the Borrower  shall pay an  additional  interest to the Bank at the
Penalty  Rate as Stated in the General  Conditions  in Schedule 2 hereto or such
other rate(s) with respect to the corresponding  Facilities as may be fixed from
time  to time  at the  absolute  discretion  of the  Bank  over  and  above  the
Prescribed  Rate on the sum in  arrears  calculated  from the due date until the
date of payment by the Borrower.


SECTION 12.19 SECTION 62 OF THE ACT

The consent of the Bank to this  Agreement  including the consent of the Bank to
make, or continuing to make available,  the Facilities is conditional  upon, and
subject  at  all  times  to.  The   representation  of  the  Borrower  that  the
restrictions  contained in Section 62 of the Act are not  applicable.  If at any
time during the currency of this  Agreement  the Bank  discovers  that there had
been an infringement of the section,  or that the continued  performance of this
Agreement will be in violation of the section, the Bank is entitled forthwith to
exercise all of its rights contained in Section 8.02.


SECTION 12.20 CONCURRENT ACTION

Notwithstanding  any provision  hereof it is hereby  expressly  agreed that upon
default or breach by the  Borrower  of any term,  covenant,  stipulation  and/or
undertaking  herein  provided and on the part of the Borrower to be observed and
performed,  the Bank shall  thereafter  have the right to exercise all or any of
the remedies available whether by this Agreement or the Security Documents or by
statute  or  otherwise   and  shall  be  entitled  to  exercise   such  remedies
concurrently, including pursuing remedies of sale or possession pursuant to this
Agreement  and the Security  Documents  and civil suit to recover all moneys due
and owing to the Bank.


SECTION 12.21 VALUATION OF PROPERTY

The Bank hereto expressly reserves the right to value the Property and any other
immovable property charged or assigned to the Bank at such intervals as the Bank
may in its absolute  discretion  deem fit and all costs and expenses in relation
thereto shall be for the account of the Borrower.


SECTION 12.22 EXTENT OF AGREEMENT

This Agreement binds the successors-in-title of the parties hereto.

<PAGE>
                                       28




SECTION 12.23 CROSS DEFAULT

Notwithstanding  the provision  relating to the  repayment of monies  advance as
hereinbefore  provided,  the Borrower hereby  expressly  agrees that if any sums
shall be due from the  Borrower  to the Bank from time to time or at any time or
if the Borrower may be or become liable to the Bank anywhere on banking  account
or any other account current or otherwise in any manner whatsoever or if default
is made in any  provisions of such  accounts or in any other banking  facilities
granted by the Bank to the Borrower or in any of the provisions herein, then and
in such event, the Facility and all the Advances herein together with all monies
payable  under  such  account  or  other  banking  facilities   aforesaid  shall
immediately be enforceable.


SECTION 12.24 TRANSFER OF SECURITY

(a)  The Bank may at any time  transfer or assign all or any part of its rights,
     benefits and obligations under the Agreement and/or securities by assigning
     to any other  person(s)  all or any part of the Bank's  rights and benefits
     under this  Agreement or any  securities  by notice to the Borrower and its
     Bank may disclose to such  potential  assignee such  information  about the
     Borrower and its financial  condition as shall have been made  available to
     the Bank generally.

(b)  All costs and expenses of the Bank and of the  transferee  of an incidental
     to such  transfer  shall be payable by the  Borrower  and any  statement or
     recital in the  documents  of  transfer  of the amount then due to the Bank
     under and by virtue of this  Agreement  shall be prima facie  evidence that
     such  amount  is in fact due and shall be  conclusive  and  binding  on the
     Borrower.

(c)  The Borrower shall not assign any of its rights or obligations hereunder.



                                  ARTICLE XIII
                        LAW, LEGAL PROCESS AND STAMP DUTY

SECTION 13.01 LAW

The parties  hereto agree that this  Agreement  shall be governed by the laws of
Malaysia and agree to submit to the jurisdiction of the respective Courts of the
States of Malaysia and further  agree that  service of any Legal  Process may be
effected in the manner set out below.


SECTION 13.02 SERVICE OF LEGAL PROCESS

(a)  The  service of any Legal  Process  may be given by prepaid  registered  or
     ordinary  post sent to the  respective  Address  for Service of the parties
     hereto  and such  Legal  Process  shall be deemed to have been duly  served
     after the  expiration  of five (5) days  from the date it is posted  and if
     delivered by hand, on the day it was delivered.

(b)  No change in the  Address  for  Service  howsoever  brought  about shall be
     effective  or binding on either  party  unless  that party has given to the
     other  actual  notice of the change of Address for Service and nothing done
     in reliance on Section  13.02(a)  shall be  affected or  prejudiced  by any
     subsequent change in the Address for Service over which the other party has
     no actual  knowledge  of at the time the act or thing  was done or  carried
     out.


SECTION 13.03 CHANGES IN LAW

Notwithstanding  any  provision  to the  contrary  herein,  in the event that by
reason of the  enactment of or the making of any change in any  applicable  law,
regulation or regulatory requirement or in


<PAGE>
                                       29



the  interpretation  or  application  thereof  or the  making of any  request or
direction  from or  requirement  of BNM or  other  fiscal or monetary  authority
(whether or not having the force of law) the Bank shall be of the  opinion  that
it has or will become  unlawful or its is otherwise  prohibited or prevented for
it to maintain or give effect to all or any of its  obligations as  contemplated
by this Agreement then,  notwithstanding any other provisions herein,  therewith
be terminated  and/or as the case may be, the Borrower shall on demand forthwith
repay the  Facilities  in full together  with accrued  interest  thereon and any
other amount payable thereunder to the Bank.




SECTION 13.04 PRINCIPAL AND SECONDARY INSTRUMENTS

IT IS HEREBY AGREED AND DECLARD THAT this  Agreement and the Security  Documents
are  instruments  employed  in one  transaction  to secure  the  Facilities  and
interest  thereon  within  the  meaning  of  Section  4(3) of the Stamp Act 1949
(Revised  1989)  of  Malaysia,  and for the  purpose  of the said  Section  this
Agreement  is deemed to be the  primary or  principal  instrument  and the other
Security Documents the auxiliary or secondary instruments.


                            ************************




IN WITNESS  WHEREOF the  respective  hands of the  attorneys of the Bank and the
Borrower were hereunto written respectively the day and year first as set out in
item 1 of the Schedule hereto.

<TABLE>
<CAPTION>


                                                                               BUMIPUTRA-COOMERCE BANK BERHAD
                                                                                 (Company No. 13491 P)
<S>                                     <C>                                                     <C>
SIGNED by                                   )
As Attorneys for BUMIPUTRA-                 )                 By its Attorneys
COMMERCE BANK BERHAD                        )
In the presence of :-                       )                  /s /
                                                              ------------------
    /s/ Ow Yeang Ying Ai
  --------------------------------
  OW YEANG YING AI
 ADVOCATE & SOLICITOR
 KUALA LUMPUR


The Common Seal of the                      )
Borrower                                    )
GALLANT ZONE (M) SDN BHD                    )
Was duly hereunto affixed in the            )
presence of :-

                                                              /s/                                /s /
                                                              ------------------                ---------------------
                                                              DIRECTOR                          DIRECTOR

</TABLE>

<PAGE>
                                       30


                        THE SCHEDULE REFFERRED TO HEREIN
                                   SCHEDULE 1


--------------------------------------------------------------------------------
         ITEM                                        PARTICULARS
--------------------------------------------------------------------------------


1.       DATE OF THIS AGREEMENT

2.       ADDRESS OF BANK                    BUMIPUTRA-COMMERCE BANK BERHAD
                                            Business Centre KL 1 - Wisma Bandar
                                            7th Floor, Wisma Bandar
                                            Jalan Tuanku Abdul Rahman
                                            50100 Kuala Lumpur.

3.       BORROWER                           GALLANT ZONE SDN BHD
                                            (Company No.498849 X)

4.       ADDRESS OF BORROWER                Registered address at
                                            12B, Jalan 52/18
                                            46200 Petaling Jaya
                                            Selangor

                                            And

                                            Business address at
                                            Lot S046 & S047, 2nd Floor
                                            Mid Valley Megamall
                                            Mid Valley City
                                            Lingkaran Syed Putra
                                            59200 Kuala Lumpur

5.       PARTICULARS OF THE PROPERTY        Not applicable.
         (IF APPLICABLE)

6.       DATE OF SALE AND                   Not applicable.
         PURCHASE AGREEMENT
         (IF APPLICABLE)

7.       DEVELOPER/VENDOR                   Not applicable.
         (IF APPLICABLE)

<PAGE>
                                       31




                         THE SCHEDULE REFERRED TO HEREIN
<TABLE>
<CAPTION>
                                   SCHEDULE 1

<C>                                                                     <C>
8.       MAXIMUM AGGREGATE PRINCIPAL
         SUM OF THE FACILITIES                                       Ringgit Malaysia TWO MILLION
                                                                     FIVE HUNDRED THOUSAND only
                                                                     (RM2,500,000-00).

         TYPE OF FACILITY                                                          LIMIT (RM)
         ----------------                                                          ----------
         Overdraft                                                                 300,000-00

         Multi-Option Trade Facilities Comprising:

         Letter of Credit (LC), Trust Receipt (TR),
         Banker's Acceptance (BA), Bank Guarantee                                  2,000,000-00
         (BG) and
         Non-Revolving Short Term Advance (STA)                      Sublimit of   RM400,000-00

         Term Loan                                                                 200,000-00

9.       SECURITY PARTY                                              GALLANT ZONE (M) SDN BHD
                                                                     (Company No. 498849 X)

10.      CORPORATE GUARANTOR                                         GALLANT IT HOLDINGS SDN BHD
                                                                     (Company No. 504264 K
                                                                     with its registered address at
                                                                     12B, Jalan 52/18
                                                                     46200 Petaling Jaya
                                                                     Selangor

11.      PERSONAL GUARANTOR                                          WONG TWEE YOM
                                                                     (NRIC No.651023-06-5405/A0236677)
                                                                     of E-1628, Kg Bahru, Tanah Putih,
                                                                     25250 Kuantan, Pahang

                                                                     And

                                                                     NG SIEW CHOO
                                                                     (NRIC No. 650220-06-5290/A0026251)
                                                                     of B-1944, Taman Pasifik, Jalan Dato
                                                                     Lim Hoe Lek, Kuantan,
                                                                     Pahang

12.      SUPPORTING DOCUMENTS                                        NIL

13.      ADDITIONAL CONDITIONS PRECEDENT                             Payment of Facility fee of RM6250-00

14.      LETTER OF OFFER DATED                                       7th day of September 2004

15.      AVAILABILITY PERIOD                                         As stated in the Letter of Offer.

</TABLE>

<PAGE>
                                       32


                         THE SCHEDULE REFERRED TO HEREIN
                                   SCHEDULE 1


16.    SECURITY DOCUMENTS     1.        First  Party  Memorandum  of  Deposit of
                                        fixed  Deposit  Receipt  in  respect  of
                                        fixed  deposits to be held under lien by
                                        the  Bank  in  the   amount  of  Ringgit
                                        Malaysia  Six  Hundred  and Twenty  Five
                                        Thousand  (RM625,000-00)  only  together
                                        with  interests   accrued  thereon  upon
                                        renewal and the corresponding  Letter of
                                        Authorisation;

                              2.        First Party Open  Memorandum  of Deposit
                                        of Fixed  Deposit  Receipt(s) in respect
                                        of a sinking  fund of  Ringgit  Malaysia
                                        Seven Thousand  (RM7,000-00)  only to be
                                        deposited with the Bank per month by way
                                        of fixed  deposits to be held under lien
                                        by the  Bank  until a  principal  sum of
                                        Ringgit  Malaysia One Hundred and Thirty
                                        Thousand  (RM130,000-00) only is reached
                                        and   the   corresponding    Letter   of
                                        Authorisation   (Fixed  Deposits created
                                        from   Marginal    Depost(s)/    Sinking
                                        Fund(s);

                              3.        Corporate  Guarantee  by  the  Corporate
                                        Guarantor  in  favour  of the  Bank  for
                                        Ringgit   Malaysia   Two  Million   Five
                                        Hundred Thousand (RM2,500,000-00) only;

                              4.        Joint  and  Several   Guarantee  by  the
                                        Guarantors  in  favour  of the  Bank for
                                        Ringgit   Malaysia   Two  Million   Five
                                        Hundred    Thousand     (RM2,500,000-00)
                                        only;and

                              5.        Negative  Pledge  over the  present  and
                                        future assets of the Borrower.

<PAGE>
                                       33

                         THE SCHEDULE REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 1    BA -

          General Conditions

          (i)  Purpose:  To finance imports and exports,  sales and purchases by
               the Borrower.

          (ii) Nature: Revolving

          (iii)Tenor:  The maximum tenor for each BA is ONE HUNDRED TWENTY (120)
               days.

          (iv) Acceptance Commission

          The Borrower  shall pay to the Bank an  acceptance  commission  at the
          rate  of ONE  POINT  FIVE  ZERO  per  centum  per  annum  (1.50%  p.a)
          calculated on the face value of each BA created and such rate shall be
          subject to revision at the absolute  discretion  of the Bank from time
          to time with or without notice to the Borrower.

          (v)  Discount Rate

          The rate quoted by the Bank based on the prevailing  money market rate
          on the day the particular BA is to be discounted.

          (vi) Penalty Rate

          The  Borrower  shall pay to the Bank  interest  on the overdue BA at a
          Penalty Rate  calculated  at the rate of ONE POINT ZERO per centum per
          annum ( 1.0%  p.a.)  over and above the  Prescribed  Rate for TR or at
          such other rate as the Bank may determine from time to time.

<PAGE>
                                       34



                         THE SCHEDULE REFERRED TO HEREIN
                                   SCHEDULE 2


ITEM 2    BD - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  To provide  immediate  credit pending  receipt of sales
               proceeds.

          (ii) Nature: Revolving

          (iii) Tenor: The maximum tenor for each BD is days.

          (iv) Commission

          The  Borrower  shall  pay  to the  Bank  a  commission  of  0.1%  flat
          calculated  on the face  value of the bill  subject to a minimum of RM
          ______ and a maximum of RM _____ on bills denominated in RM each time.

          (v)  Discount Rate

          The Borrower shall be charged  upfront a discount rate of BLR plus per
          centum per annum ( p.a.) for the period  from the date of  discounting
          to the maturity date of the usance bill.

          (vi) Penalty Rate

          The  Borrower  shall pay to the Bank  interest  on the overdue BD at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum  (1.0% p.a.) over and above the  discount  rate or at such other
          rate as the Bank may determine from time to time.

ITEM 3    DBP - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  To provide  immediate  credit pending  receipt of sales
               proceeds.

          (ii) Nature: Revolving

          (iii) Tenor: The maximum tenor for each DBP is days.

          (iv) Commission

          The  Borrower  shall  pay  to the  Bank  a  commission  of  0.1%  flat
          calculated  on the face  value of the bill  subject to a minimum of RM
          _____ and a maximum of RM _____ .

          (v)  Prescribed Rate

          The Borrower shall be charged upfront a discount rate of BLR plus_____
          per  centum  per  annum ( % p.a.) and such rate  shall be  subject  to
          revision  at the  absolute  discretion  of the Bank  from time to time
          without notice to the Borrower.


<PAGE>
                                       35


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

          (iv) Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue DBP at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum ( 1.0% p.a.) over and above the Prescribed Rate or at such other
          rate as the Bank may determine from time to time.


ITEM 4    EBD - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  To provide  immediate  credit pending receipt of export
               proceeds.

          (ii) Nature: Revolving

          (iii) Tenor: The maximum tenor for each EBD is days

          (iv) Discount Rate

          The  Borrower  shall be charged  upfront a  discount  rate of BLR plus
          _____ per  centum per annum (% p.a.) for bills  denominated  in RM and
          for  bills  denominated  in other  currencies  the  Borrower  shall be
          charged the rate  prevailing  at the centre  native to the  respective
          currency  (as  advised  by the Bank) for the  period  from the date of
          discounting to the maturity date of the usance bill.

          (v)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue EBD at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum  (1.0% p.a.) over and above the  Discount  Rate or at such other
          rate as the Bank may determine from time to time.


ITEM 5    EBP - NOT APPLICABLE

          General Condition

          (i)  Purpose:  To provide  immediate  credit pending receipt of export
               proceeds.

          (ii) Nature: Revolving

          (iii) Tenor: the maximum tenor for each EBD is

                    ( ) days inclusive of a grace period of ( ) days.

          (iv) Prescribed Rate

          The Borrower  shall pay to the Bank interest at the rate of per centum
          per annum ( % p.a.) over and above the BLR for bills denominated in RM
          and for bills  denominated in other  currencies the Borrower shall pay
          to the Bank interest at the rate prevailing at the centre
<PAGE>
                                       36


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

          native to the  respective  currency  (as advised by the Bank) and such
          rate shall be subject to revision at the  absolute  discretion  of the
          Bank from time to time with or without notice to the Borrower.

          (v)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue EBP at a
          penalty rate  calculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and above the  Prescribed  Rate as the Bank may
          determine from time to time.


ITEM 6    ECR - NOT APPLICABLE

          General Conditions

          (i)  Pre-Shipment

          (a)  Purpose:  To finance the purchase of raw materials and production
               overheads for the export sales of eligible goods.

          (b)  Nature: Revolving

          (c)  Tenor: The maximum tenure for this facility is ( ) days

          (d)  Prescribed Rate

          The Borrower  shall pay to the Bank  interest at the rate of _____ per
          centum  per  annum (% p.a.)  over and  above  the rate  quoted  by BNM
          (currently  at ) and such rate  shall be subject  to  revision  at the
          absolute  discretion  of the Bank from  time to time  with or  without
          notice to the Borrower.

          (e)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue ECR at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and above the  Prescribed  Rate for OD/TR or at
          such other rate as the Bank may determine from time to time.

          (ii) Post-Shipment

          (a)  Purpose: To finance export sales of eligible goods.

          (b)  Nature: Revolving

          (c)  Tenor: The maximum tenor for this facility is ( ) days

          (d)  Prescribed Rate

          The  Borrower  shall be charged  upfront a discount  rate  of_____ per
          centum  per  annum ( %p.a.)  over and  above  the rate  quoted  by BNM
          (currently at ) and which rate shall be
<PAGE>
                                       37


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

          subject to revision at the absolute  discretion  of the Bank from time
          to time with or without notice to the Borrower.

          (e)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue ECR at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and above the  Prescribed  Rate for OD/TR or at
          such other rate as the Bank may determine from time to time.


ITEM 7    FCL - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  To provide  immediate  credit pending receipt of export
               proceeds.

          (ii) Nature: Revolving

          (iii) Tenor: The maximum tenor for each FCL is ( )days

          (iv) Prescribed Rate:

          The Borrower shall pay to the Bank interest at the rate of the foreign
          currency  funding  rate plus  _____ per  centum per annum ( %p.a.) and
          such rate shall be subject to revision at the absolute  discretion  of
          the Bank from time to time with or without notice to the Borrower.

          (v)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest on the overdue KI, at a
          penalty rate  claculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and above the Prescribed  Rate or at such other
          rate as the Bank may determine from time to time.

          (vi) Roll-Over

          FCL may be rolled  over at the end of each  tenor of the FCL,  subject
          always to interest  being serviced by the Borrower as at such date and
          that only the principal amount of the FCL, may be rolled over.


<PAGE>
                                       38


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 8(i) FCTL (Import) - NOT APPLICABLE

          General Condition

          (i)  Purpose:  To  finance  the  Borrower's  import  bill  obligations
          denominated in a foreign currency approved by the Bank.

          (ii) Nature: Revolving

          (iii) Tenor: The maximum tenor for each FCTL is ( ) days

          (iv) Prescribed Rate:

          The Borrower shall pay to the Bank interest at the rate of the foreign
          currency  funding rate plus____ per centum per annum (% p.a.) and such
          rate shall be subject to revision at the  absolute  discretion  of the
          Bank from time to time with or without notice to the Borrower.

          (v)  Penalty Rate

          The Borrower  shall pay to the Bank  interest on the overdue FCTL at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and above the Prescribed  Rate or at such other
          rate as the Bank may determine from time to time.

          (vi) Roll-Over

          FCTL may be rolled  over at the end of each tenor of the FCTL  subject
          always to interest being serviced by the Borrower as at which date and
          that only the principal amount of the FCTL may be rolled over.

ITEM 8(ii)FCTL (Export) - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  To finance the Borrower's  export bill denominated in a
               foreign currency approved by the Bank.

          (ii) Nature: Revolving

          (iii)Tenor:  The maximum tenor for each FCTL is (180) days (subject to
               BNM's approval if it exceeds 180 days)

          (iv) Prescribed Rate

          The  Borrower  shall pay to the Bank  interest  at the rate of foreign
          currency funding rate plus per centum per annum (% p.a.) and such rate
          shall be subject to revision at the  absolute  discretion  of the Bank
          from time to time with or without notice to the Borrower.

          (v)  Penalty Rate
          The Borrower  shall pay to the Bank  interest on the overdue FCTL at a
          Penalty Rate  calculated  at the rate of one point zero per centum per
          annum (1.0% p.a.) over and


<PAGE>
                                       39


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2


          above  the  Prescribed  Rate or at such  other  rate as the  Bank  may
          determine from time to time.

          (vi) Roll-Over

          FCTL  against  sight  bill only may be rolled  over at the end of each
          tenor  of the  FCTL,  upto a  maximum  of 14 days  subject  always  to
          interest  being serviced by the Borrower as at such date and that only
          the principal amount of the FCTL may be rolled over.


  ITEM 9  FECL - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  For hedging  against  currency  fluctuations  for trade
               related transactions.

          (ii) Nature: Revolving

          (iii)Tenor:  The  maximum  tenor for FECL is ONE  HUNDRED  AND  EIGHTY
               (180) days each time.

<PAGE>
                                       40

                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2


  ITEM 10 LC -

          General Conditions

          (i)  Purpose:   To  facilitate  the  Borrower's  local  purchases  and
               imports.

          (ii) Nature: Revolving

          (iii)Tenor:  Sight/Usance  - maximum of ONE HUNDRED  AND TWENTY  (120)
               days

          (iv) Commission

          The Borrower shall pay to the Bank commission at the rate specified by
          the  Association of Banks Malaysia (ABM) which is presently ZERO POINT
          ONE ZERO per centum  per month  (0.10%  p.m.)  subject to a minimum of
          RM100-00 on the RM  equivalent  of the face value of the LC subject to
          revision at the discretion of the Bank.

          (v)  Further Regulations

          The LC is subject to the Uniform  Customs and Practice for Documentary
          Credit (1993 Revision),  International Chamber of Commerce Publication
          No 500 and such amendments thereto.


<PAGE>
                                       41


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2


  ITEM 11 BG/LG

          General Conditions

          (i)  Purpose: For the issuance of Tender Bonds,  Security Deposits and
               Guarantee Payment for import duties.

          (ii) Nature: Revolving

          (iii) Tenor: Renewable annually

          (iv) Commission

          The Borrower shall pay to the Bank a commission on the BG/LG at a rate
          of ZERO  POINT ONE THREE per  centum per month  (0.13%  p.m.)  payable
          upfront  upon  issuance  of the BG/LG  subject to a minimum  charge of
          RM50-00 each time.

          (v)  Penalty Interest

          In the event of a claim under the BG/LG,  the Borrower  shall promptly
          and  immediately  indemnify  and pay to the Bank all such  amounts  so
          demanded  as well as interest at the rate of THREE POINT FIVE ZERO per
          centum (3.50%) per annum above the Bank's BLR or at such other rate as
          the Bank may prescribe from time to time with or without notice to the
          Borrower on the outstanding amount payable.

          (vi) Penalty Commission

          The Borrower shall as applicable continue to pay to the Bank the above
          commission  if each  BG/LG  is not  returned  to the Bank  within  the
          stipulated  period,  until the BG/LG is returned for  cancellation  or
          until the beneficiary of the said BG/LG furnishes a letter  confirming
          to the Bank that it has no further claim on the BG/LG.


<PAGE>
                                       42


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 12   OD -

          General Conditions

          (i)  Purpose: To part finance the working capital  requirements of the
               Borrower.

          (ii) Commitment Fee

          The Borrower shall pay to the Bank a commitment fee at the rate of ONE
          POINT  ZERO  per  centum  per  annum  (1.0%  p.a.)  calculated  onsuch
          unutilised  portion  of the OD at any time  and from  time to time and
          such  commitment  fee is to be paid by direct debit to the  Borrower's
          account  with the Bank at each month end or at such  intervals  as the
          Bank may determine.

          (iii)Tenor:   Recallable  on  demand  and  subject  to  renewals  upon
               satisfactory reviews.

          (iii) Prescribed Rate

          The  Borrower  shall pay  interest on the  principal  amount of the OD
          outstanding at the rate of BLR plus ONE POINT FIVE ZERO per centum per
          annum  (1.50%  p.a.)  compounded  on  monthly  rests or at such  other
          intervals as may be  prescribed  by the Bank  calculated at the end of
          the month and such  interest  is to be payable in arrears  and debited
          accordingly to the Borrower's account with the Bank. The Bank shall be
          entitled  at any  time  and  from  time to time to vary at the  Bank's
          absolute  discretion and without prior notice,  the BLR, currently SIX
          POINT ZERO per centum (6.0%) per annum, the Prescribed Rate and/or the
          basis of calculation of the Prescribed Rate as provided hereinabove.

          (iv)  Repayment

          The  Borrower  hereby  covenants  and  agrees  with the Bank to pay on
          demand all such sums of money which shall at any time hereafter be due
          and owing by the Borrower to the Bank in respect of the OD.

          (v) Payment of Interest

          The Borrower  shall pay interest on the principal  amount of the OD at
          the prescribed  rate compounded on a daily rest basis such interest to
          be paid  monthly in  arrears  failing  which,  the Bank will debit the
          interest to the  Borrower's  account with the Bank and the Bank may at
          its discretion recall the facility/facilities.

          (vi) Excess Utilisation and Late Repayment

          In the event of the Bank in its  absolute  discretion  at any time and
          from time to time of allowing the Borrower to utilise the OD in excess
          of the limit as stated in Item 8 of  Schedule  1 above,  the  Borrower
          shall pay  interest at the  Penalty  Rate of BLR plus THREE POINT FIVE
          ZERO per centum per annum (3.50%  p.a.) on the excess  amount from the
          date  the OD limit  was  exceeded  up to the  date of  regularisation.
          Similarly, the provision aforesaid shall apply mutatis mutandis to the
          case  where  demand  for  repayment  of the OD has  been  made but the
          BORROWER  had failed to make  repayment  as  demanded by the Bank save
          that the interest at the rate aforesaid  shall be calculated  from the
          date  repayment  ought to have been made by the  Borrower up until the
          date of actual repayment.

<PAGE>
                                       43







                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2



                             This page 43 is blank.


<PAGE>
                                       44


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 13   RC - NOT APPLICABLE

          General Conditions

          (i)  Purpose:

          (ii) Nature: Revolving

          (iii)  Tenor:  Each  drawdown or roll-over  period is for____  or_____
          months_____

          (iv) Prescribed Rate

          The  Borrower  shall pay  interest at the rate of _____ plus _____ per
          centum per annum ( % p.a.) on the principal  amount of the RC and such
          interest is payable in accordance with the  corresponding  drawdown or
          roll-over  period in  arrears.  The basis of  computation  of interest
          shall be based on a three  hundred  and sixty  five  (365) day year or
          three  hundred  and  sixty-six  (366) day year as  applicable  for the
          actual number of days elapsed.  The Bank shall be entitled at any time
          and from time to time to vary at the Bank's  absolute  discretion  the
          BLR, COF, the basis of calculation  of the Prescribed  Rate and/or the
          Prescribed Rate as provided hereinabove.

          (v)  Penalty Rate

          In the event any Indebtedness  under the RC is not paid to the Bank at
          the end of the Tenor,  the Borrower  shall pay the cost of maintaining
          the  amount  of  the  Indebtedness  under  the  RC  together  with  an
          additional____  per centum per annum (% p.a.) over the Prescribed Rate
          as  provided  hereinbefore  or at a rate of per  centum  per annum ( %
          p.a.) on monthly rests,  whichever is higher, from the due date of the
          RC until the date of actual payment of the outstanding sum to the Bank
          or at such other rate as the Bank may determine from time to time.

          (vi) Amount of Drawdown or Roll-Over

          Each drawdown or roll-over of the RC shall be in integral multiples of
          RM subject to a minimum of RM each time.

          (vii) Roll-Over

          The RC may be rolled  over at the end of each  Tenor of the RC subject
          always to interest  being serviced by the Borrower as at such date and
          that only the principal amount of the RC may be rolled over.

          (viii) Prepayment

          The Borrower  cannot  prepay the RC unless prior  written  approval is
          obtained from the Bank.

<PAGE>
                                       45


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2


ITEM 14   SG - NOT APPLICABLE

          General Conditions

          (i)  Purpose:  For issuance  favouring a shipping company or its agent
               pending the receipt of the original Bill of Lading.

          (ii) Nature: Revolving

          (iii) Commission

          The  Borrower  shall  pay to the Bank  commission  at the rate of zero
          point  one per  centum  (0.1%)  flat  on the  invoice  amount  and the
          commission is to be paid in advance or at the time the SG is issued.

          (iv) Penalty Commission

          The Borrower shall pay to the Bank a penalty  commission of zero point
          five per centum per annum (0.5% p.a.) for three (3) months  upfront if
          each SG is not  returned  within  three  (3)  months  from the date of
          issuance of the respective SG and such commission shall continue to be
          charged on a three monthly basis for the subsequent  months thereafter
          until the respective SG is returned to the Bank.

<PAGE>
                                       46


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2


ITEM 15   STA - Sublimit  of  RM400,000-00  of the BA  outstanding  amount  with
          Public Bank Berhad by the Borrower at the time of  refinancing  by the
          Bank, whichever is lower.


          General Conditions

          (i)  Purpose:  To refinance the BA outstanding with Public Bank Berhad
               by the Borrower.

          (ii) Nature: Non-Revolving

          (iii) Tenor: Six (6) months only

          (iv) Prescribed Rate

          The Borrower  shall pay interest at the rate of the BLR plus ONE POINT
          FIVE ZERO per centum per annum (1.50% p.a.) on the principal amount of
          the STA and such  interest  is  calculated  on  monthly  rests  and is
          payable  monthly in arrears,  commencing  one (1) month from the first
          Drawdown Date.  The  computation of interest shall be based on a three
          hundred and sixty-five (365) or three hundred and sixty-six (366) days
          as applicable for actual number of days elapsed.

          (v)  Penalty Rate

          The Borrower  shall pay a Penalty Rate  calculated  at the  Prescribed
          Rate plus ONE POINT  ZERO per  centum  per  annum  (1.0%  p.a.) on all
          overdue STA for the actual  number of days in arrears or at such other
          rate as the Bank may determine from time to time.

          (vi) Repayment

          The Borrower shall repay the STA within the Tenor, to commence one (1)
          month from date of full drawdown.

          (vii) Prepayment

          The Borrower  cannot prepay the STA unless prior  written  approval is
          obtained from the Bank.

          (viii) Conditions of Disbursement

          The STA-NR is to be disbursed to Public Bank Berhad only.
<PAGE>
                                       47



                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 16   TL - Limit of RM200,000-00

          General Conditions

          (i)  Purpose:  To finance  the  setting up of the  Borrower's  digital
               boutique at "the Curve".

          (ii) Nature: Non-Revolving

          (iii)Tenor:  The Tenor of the TL is FOUR (4) years inclusive of six(6)
               months' grace period where only interest is to be serviced.

          (iv) Availability  Period: One (1) year from the date of the Letter of
               Offer.  Any  undrawn  portion  of the TL after the  expiry of the
               Availability Period is automatically cancelled.

          (v)  Prescribed Rate

          Where  applicable,  the  Borrower  covenants  and  agrees  that  until
          commencement  of the  repayment of the TL as provided in Item 16 (vii)
          below the Borrower  shall without notice from the Bank to pay, pay the
          Bank  interest at the rate of bank's BLR  (presently at SIX POINT ZERO
          per centum  (6.0%) per  annum)  plus TWO POINT ZERO per centum  (2.0%)
          p.a.  on such  amount of the TL as might have been  disbursed  on each
          Interest Payment Date and mutatis  mutandis upon full  disbursement of
          the TL calculated on monthly rests and payable  monthly in arrears and
          such rate shall be subject to revision at the absolute  discretion  of
          the Bank from time  without  notice to the  Borrower.  If the Borrower
          fails to pay  interest  as  specified  herein  the Bank will debit the
          interest to  borrower's  account with the Bank and the Bank may at its
          discretion recall the facility/facilities.

          (vi) Penalty Rate

          If the  Borrower  fails  to  pay to the  Bank  on  the  due  date  any
          instalment or any sum (whether  principal,  interest or otherwise) due
          under  the TL,  the  Borrower  shall pay on  demand  interest  on such
          instalment  or sum from that  date up to the date of actual  payment (
          and  shall  include  after as well as  before  any  judgement)  at the
          penalty rate  calculated at the rate of the  Prescribed  Rate plus ONE
          POINT  ZERO  (1.0%  p.a.)  or such  other  rate as the Bank may at its
          absolute  discretion  determine.  The minimum interest charged on each
          late payment is RM5-00 per month.

          (vii) Prepayment

          The  Borrower  may at any time  after full  disbursement  of the TL or
          during the tenor of the TL by giving the requisite  Prepayment  Notice
          of  one  (1)  month  ( or  paying  interest  at  the  Prescribed  Rate
          hereinabove  provided  for a similar  period  in lieu of such  notice)
          prepay the whole TL or any part thereof to the Bank as the Bank may in
          its absolute discretion accept.

          (viii) Repayment

          The Borrower  shall repay the TL in  instalments  of Ringgit  Malaysia
          FIVE THOUSAND FOUR HUNDRED AND SEVENTY FIVE AND SEN FORTY (RM5,475-40)
          only each  inclusive of interest,  commencing  after the expiry of the
          grace period as stipulated by the Bank and  thereafter on the last day
          of every subsequent (1) month.

          (ix) Conditions of Disbursement

          The TL shall at the discretion of the Bank be released directly to the
          vendors and/or contractors  against their invoices and other documents
          satisfactory to the Bank.

<PAGE>
                                       48


                        THE SCHEDULED REFERRED TO HEREIN
                                   SCHEDULE 2

ITEM 17   TR -

          General Conditions

          (i)  Purpose:  To  finance  the  bills  negotiated  under  the  LC and
               collection bills.

          (ii) Nature: Revolving

          (iii)Tenor:  Sight/Usance:  The  maximum  tenor  for  each  TR is  ONE
               HUNDRED AND TWENTY (120) days.

          (iv)      Prescribed Rate

          The  Borrower  shall pay to the Bank  interest  at a rate of ONE POINT
          FIVE ZERO per centum per annum (1.50% p.a.) over and above the BLR and
          such rate shall be subject to revision at the absolute  discretion  of
          the Bank from time to time with or without notice to the Borrower.

          (v)  Penalty Rate

          The  Borrower  shall pay to the Bank  interest  on any overdue TR at a
          penalty rate  calculated  at the rate of ONE POINT ZERO per centum per
          annum  (1.0%  p.a.) over and above the  Prescribed  Rate or such other
          rate as the Bank may  determine  from  time to time  until the date of
          effective payment.