THIS AGREEMENT made this 2nd day of January, 2003,

BETWEEN:

               Winmark Enterprises Inc.,
               a corporation incorporated under the laws of the
               State of Nevada

               Hereinafter called the "Debtor"

                                                              OF THE FIRST PART;

                                     - and -

               Express Enterprises Ltd.
               a corporation incorporated under the laws of the
               Country of Nevis,

               Hereinafter called the "Lender"

                                                             OF THE SECOND PART.

     WHEREAS the Lender and Debtor have agreed to a credit  facility that allows
the Debtor to drawn upon the facility to a maximum amount of $100,000.

     AND  WHEREAS  the loan shall be  payable  upon  demand,  be  unsecured  and
non-interest bearing;

     NOW THIS AGREEMENT  WITNESSETH that in consideration of the credit facility
being  granted  and the promise of the Debtor to repay the loan in the amount of
monies advanced pursuant to the facility,  the parties hereby covenant and agree
as follows:

1.   AMOUNT AND ADVANCEMENT

     1.1  The Lender shall make  available to the Debtor a line of credit in the
          amount of $100,000 USD for use in its business;

     1.2  The Debtor may drawn upon this line of credit  from time to time as it
          sees fit and after giving notice for the advancement of funds;

     1.3  The Debtor  shall give the Lender seven (7) days notice of its request
          for the advancement of the funds;

     1.4  The Lender  shall  advance  the  requested  funds to the  Debtor  upon
          receipt of the notice requesting the advancement of funds within seven
          (7) days.



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2.0  NATURE OF THE CREDIT FACILITY

     2.1  This credit facility shall be in the nature of a demand loan,  payable
          by the Debtor to the Lender thirty (30) days after the Leader  demands
          payment of the amounts advanced pursuant to this agreement;

     2.2  The said demand shall be in writing and addressed to the Debtor at its
          address indicated in this agreement;

     2.3  This credit facility shall bear no interest and shall have no security
          issued or taken against the amounts advanced.

3.0  NOTICE

     3.1  All correspondence and notices to the Debtor shall be delivered to:

          6075 South Eastern Ave.
          Suite 1
          Las Vegas, NV 89119-3146


     3.2  All correspondence and notices to the Lender shall be delivered to:

          22 Canyon Street
          P.O. Box
          Basseterre, St. Kitts
          St. Kitts and Nevis
          West Indies

5.1  JURISDICTION

     5.1  This  agreement  shall be governed by the laws of Nevis and each party
          shall attorn to that countries  jurisdiction and courts to resolve all
          disputes;

     4.1  All actions and  proceedings  and their  defence shall be commenced in
          Nevis, West Indies.

5.0  TIME

     5.1  Time shall be of the essence.

6.0  CORPORATE ACTION

     6.1  The  parties  hereto  agree and  acknowledge  that they have taken all
          corporate action necessary to have this agreement properly executed by
          the corporation and represent that it is binding on the corporation.



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     IN WITNESS  WHEREOF the parties have  hereunto set their hands and seals by
the positive act of their officers.




(Seal)                                 Winmark Enterprises Inc.




                                       Per:
                                           -------------------------------------
                                              President and Director



(Seal)                                 Express Enterprises Ltd.




                                       Per:
                                           -------------------------------------
                                              President and Director