EXHIBIT 10.2


Hongkong Bank of Canada

AGREEMENT AS TO LOANS AND ADVANCES
AND SECURITY THEREFOR

To   Hongkong Bank of Canada

In  consideration  of the acceptance of our bills of exchange,  the extension of
credit,  loans or advances  being made and/or to be made  hereafter  by Hongkong
Bank of Canada (herein called the Bank ) to the undersigned  (herein called 'the
Customer ) the Customer agrees with the Bank as follows:

1.   All security now or at any time  hereafter held by the Bank for the payment
     of any debt or liability of the Customer  (the said  security  being herein
     called "the Security"),  including,  without limiting the generality of the
     foregoing,  security by way of warehouse receipt or bill of lading or under
     Section  427 of the Bank Act,  together  with all  property  covered  by or
     comprised  in the security  (the said  property  being  herein  called "the
     Property"),  and all proceeds of the Security and of the Property, shall be
     continuing  collateral  security  for the payment of such debt or liability
     and also for the payment of interest  thereon which unless otherwise agreed
     shall  be  payable  on the last  day of each  month at a rate  equal to the
     Bank's Prime Rate plus o 50 percent per annum, calcul ated monthly from the
     date of any  advance  both  before  and after  demand  and before and after
     judgment, until actual payment.

2.   The Customers  shall keep the Property  insured to its full insurable value
     against loss or damage by fire, and, if requested by the Bank, against loss
     or damage from any other cause,  with  insurers  approved by the Bank,  and
     shall assign to the Bank the  policies  evidencing  such  insurance or a ll
     claims thereunder and/or have the loss made payable to the Bank as the Bank
     may require and shall deliver the policies to the Bank, and in the event of
     failure  so to do the  Bank may but  shall  not be  bound  to  effect  such
     insurance on the  Property as it see.  fit and the Customer  will on demand
     repay to the Bank  the  amount  of any  premiums  paid by it with  interest
     thereon at the rate and calculate in the manner aforesaid.

3.   If the Bank  surrenders to the Customer the Security or the Property or any
     part of either of them,  the Customer  shall  receive the same in trust for
     and on behalf of the Bank and from time to time shall deal therewith as the
     Bank may direct  and,  at the  request of the Bank,  shall give to the Bank
     security on the  Property  so  surrendered,  or covered by the  Security so
     surrendered, to the satisfaction of the Bank.

4.   The  proceeds  of all sales by the  Customer  of the  Property  or any part
     thereof, including, without limiting the generality of the foregoing, cash,
     debts   arising  from  such  sales  or   otherwise,   evidences  of  title,
     instruments, documents and securities, which the Customer may receive or be
     enti tled to receive in respect  thereof,  are hereby  assigned to the Bank
     and shall be paid or transferred to the Bank  forthwith,  and until so paid
     or  transferred  shall  be held by the  Customer  in  trust  for the  Bank.
     Execution by the Customer and  acceptance  by the Bank of an  assignment of
     book  debts or any  additional  assignment  of any such  proceeds  shall be
     deemed to be in furtherance hereof and not an acknowledgment by the Bank of
     any right or title on the part of the  Customer  to such  book  debts or pr
     oceeds.

5.   The Customer  shall at all times duly and  seasonably pay and discharge all
     claims  whatsoever in any way secured by or  constituting a charge upon the
     Property or any part  thereof and  particularly,  but without  limiting the
     generality of the foregoing, all wages, salaries and other remuneratio n of
     all employees  employed by the Customer in connection  with the business or
     farm of the  Customer  in  respect  of which any  property  covered  by the



<PAGE>


     Security is held or acquired by the  Customer,  and shall from time to time
     at the request of the Bank exhibit to the Bank evidence of such payment and
     discharge  and obtain and  deliver to the Bank such  waivers or releases as
     the Bank may deem  necessary  to  secure  to the Bank the  priority  of its
     rights in the Property.

6.   The Customer shall from time to time on demand and to the  satisfaction  of
     the Bank  deliver  to the Bank  additional  security,  and in the  event of
     failure by the  Customer so to do or to make due payment to the Bank of any
     debt or  liability  or part  thereof or to observe  any  provision  of this
     agreement,  the Bank may in its  discretion  cease or refrain  from  making
     loans or advances to the Customer  whether under any credit extended by the
     Bank or  otherwise,  and all debts and  liabilities  of the Customer to the
     Bank shall at the option of the Bank be payable  forthwith  and without any
     demand,  and the Bank is  hereby  authorized  from  time to time to sell at
     public or private sale or  otherwise  realize upon the Security or any part
     thereof and all or any of the  Property  whenever and wherever and for such
     price in money or other  consideration  and in such  manner  and upon  such
     terms  and   conditions   as  the  Bank  deems  best,   the  whole  without
     advertisement  or notice  to the  Customer  or others  and to deal with the
     proceeds as in this  agreement  provided or as  otherwise  agreed,  without
     prejudice  to its  claim  for any  deficiency  and free  from any  right of
     redemption on the part of the Customer which is hereby waived and released,
     the Customer  expressly  waiving all and every formality  prescribed by the
     custom or by law in relation to any such sale or other realization.

7.   The Bank may from time to time  without  any demand  forcibly  break  open,
     enter upon or into and occupy and use,  enjoy and  exercise  free of charge
     and to the exclusion of all others,  including  the  Customer,  any and all
     premises  and  property  (real and  personal,  immovable  and  movable) and
     rights,  powers and  privileges  of or used,  enjoyed or  exercised  by the
     Customer in  connection  with the Property or any part hereof or in or upon
     which the same may be (not being the premises of a warehouseman or carrier)
     until the Property  shall be fully realized upon, and may from time to time
     appoint a  receiver  or agent to act for the  Customer,  for whose acts the
     Customer alone shall be  responsible,  and the Customer shall have no power
     to revoke such appointment or determine such agency. Such receiver or agent
     shall have and ma) exercise all the powers,  rights and discretions granted
     to the Bank by this  agreement  and the Bank and any such receiver or agent
     shall,  have the  right  from time to time in the name of the  Customer  to
     exercise any and all of the  Customer s rights,  powers and  privileges  of
     every kind and to do all acts and  things  which the  Customer  could do if
     acting,  for the purpose of  completing,  selling,  shipping  or  otherwise
     dealing  with the Property in such manner as the Bank may deem best for the
     purpose of realizing upon the Property.

8.   Any promissory note or bill of exchange  received by the Bank together with
     any securities or documents attached thereto or received therewith shall be
     subject to the terms of this  agreement  and the Bank and  holders  for the
     time  being of any such  bill or note may at any time  before  or after its
     maturity  and  whether or not it has been  dishonored  accept  payment  and
     deliver the securities or documents or accept partial  payment from time to
     time and thereupon  release part of the Security or of the Property covered
     by the documents or any of them.

9. The Bank may from time to time apply

     (a)  all payments which it receives,

     (b)  the  proceeds  of sales by the  Customer  of the  Property or any part
          thereof, and




<PAGE>


     (c)  the  proceeds  of  realization  of any part of the  Security or of the
          Property which are applicable  generally to the debts and  liabilities
          of the Customer to the Bank,

     against  (or,  as the Bank deems  best,  hold the same with all the powers,
     rights and discretions  conferred on it by this agreement or otherwise,  as
     continuing   collateral  security  for  the  fulfillment  of)  any  or  all
     obligations, present or future, direct or indirect, absolute or contingent,
     matured or not, of the Customer to the Bank whether  arising from agreement
     or dealings  between the Bank and the  Customer  or from any  agreement  or
     dealings  with any  third  person by which the Bank may be or become in any
     manner  whatsoever a creditor of the Customer or however  otherwise arising
     and  whether  the  Customer  be bound  alone or with  another or others and
     whether as principal or surety,  and any such  application by the Bank may,
     in whole or in part,  be  changed by the Bank from time to time as it deems
     best.

     The proceeds of  realization of any part of the Security or of the Property
     which  are  applicable  only to part of the debts  and  liabilities  of the
     Customer  to the Bank shall  first be applied to such part of the debts and
     liabilities,  and any surplus remaining after payment of such part may from
     time to time be held or applied by the Bank for the purposes set out in and
     in accordance with the preceding paragraph of this Clause 9.

10.  The Bank may release,  compromise,  settle and adjust any claim, dispute or
     difference which may arise in respect of the Security or of the Property or
     the  proceeds  of  either  of them  and may  grant  extensions  of time and
     indulgences.  The Bank may use any Clearing  Houses  established by The Can
     adian Bankers' Association and in all dealings with the Customer's accounts
     and with  instruments may act pursuant to the rules and  regulations  under
     which such Clearing Houses are operated.

11.  The Customer shall from time to time execute, draw, endorse end deliver all
     such  instruments and documents and do all such acts and things as the Bank
     may deem  necessary or desirable for the purpose of perfecting the title of
     the Bank to the  Security or the Property or the proceeds of either of them
     or of carrying into effect any or all of the  provisions of this  agreement
     or of securing the fulfillment of all such  obligations as aforesaid of the
     Customer to the Bank.  The Customer  hereby  appoints the Bank and its Vice
     Presidents,  Inspectors,  Managers and persons for the time being acting as
     managers of branches  of the Bank where an account of the  Customer  may be
     kept and any person or persons  from time to time named by the Bank for the
     purposes  hereinafter  mentioned,  and any one of them  acting  alone,  the
     Attorneys and Attorney of the Customer with full power of substitution from
     time to time for and in the name of the Customer to do whatsoever  the said
     Attorneys or Attorney may deem  expedient  for the purpose of carrying into
     effect any or all of the provisions of this agreement, and this appointment
     being made in consideration of a loan or loans, advance or advances, by the
     Bank to the Customer  shall be  irrevocable  and shall be of full force and
     effect  whenever  and so often as any loan or  advances  by the Bank to the
     Customer  is  unpaid or any such  obligation  as  aforesaid  to the Bank is
     unfulfilled  and  notwithstanding  any  occurrence  or  event  which  would
     otherwise  terminate such agency.  Every power, right and discretion vested
     by law in the Bank or conferred  upon it by this agreement may be exercised
     on its behalf by the said  officers  or acting  officers of the Bank or any
     person or persons from time to time named by the Bank for such purpose, and
     any one of them acting alone.

12.  The Bank shall not be responsible for any failure to exercise or enforce or
     for any delay in the  exercise  or  enforcement  of any  powers,  rights or
     discretions  of the Bank  nor for any act,  default  or  misconduct  of any
     agent, officer,  employee or servant of the Bank and the Bank shall be acco
     untable only for such moneys as it shall actually receive.




<PAGE>


13.  Any notice to or demand upon the Customer  shall be  sufficiently  given if
     dispatched by post addressed to the Customer at the address of the Customer
     as shown by the books kept in relation  to the  account of the  Customer at
     the branch of the Bank from which notice or demand is dispatched  and shall
     be  deemed  to have  been  received  by the  Customer  the time when in the
     ordinary course of post it would be expected to reach the said address.

14.  The benefit of all rules of law or equity and compliance with any statutory
     provisions now or hereafter in force inconsistent with any o the provisions
     of this agreement are hereby waived by the Customer.

15.  The  provisions  hereof  shall be in addition to all other  remedies of the
     Bank existing in law and to all rights under  agreements  heretofore  given
     and no sale or delivery by the Customer of the Property or any part thereof
     shall  prejudice  or affect the rights  however  arising of the Bank in o r
     with  respect  to  property  so sold or  delivered,  and  this  shall  be a
     continuing  agreement and all its provisions  shall extend to all loans and
     advances to the Customer by the Bank and all obligations of the Customer to
     the Bank at any time  outstanding  and to the  Security and the Property as
     they may exist from time to time and all proceeds  thereof;  and every loan
     and advance heretofore,  now or hereafter made shall be deemed to have been
     made upon the agreements herein contained.

16.  This  agreement  shall be  binding  upon and  enure to the  benefit  of the
     Customer  and the Bank  and the  heirs,  executors  and  administrators  or
     successors and assigns, as the case may be, of each of them.

17.  It is the express wish of the Parties that this  agreement  and any related
     documents be drawn up and executed in English.  II est la volonte  expresse
     des Parties  que cette  convention  et tous les  documents  s'y  rattachant
     soient rediges et signes en anglais.

The Bank's Prime Rate means the floating annual rate of interest established and
recorded by the Bank from time to time as a reference  rate for the  purposes of
determining  rates of interest it shall charge on loans  denominated in Canadian
dollars and which,  by executing  this agreement the Customer  acknowledges  was
5.25  percent  as at the  date of  execution  hereof A  certification  of a Vice
President of the Bank shall be conclusive evidence of the Bank's Prime Rate from
time to time.

Signed and sealed at ______________________ this ______ day of _________, 19____

Where the undersigned is an Individual:

Signed, Sealed and Delivered
By _______________________________________
in the presence of:


__________________________________________

__________________________________________


Where the undersigned is a Corporation:

GLAS-AIRk INDUSTRIES LTD.
-------------------------


By   /s/ Alex Ding, President
  ----------------------------------------


<PAGE>


                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
LINE OF CREDIT BY WAY OF CURRENT
ACCOUNT OVERDRAFT AGREEMENT
Borrower's Name                         Branch Name
         Glas-Aire Industries Ltd                    Langley

Borrower's Address                      Branch Address
         3137 Grandview Highway              Bank of British Columbia
         Vancouver B.C. V5M 2E9              Division of Hongkong Bank of Canada
                                             20437 Fraser Highway
                                             Langley, B.C. V3A 5N9

Current Account Number   Loan Limit*    Rate of Interest on Loan*   Monthly Fee*
     719205-020          CAD 100,000      Prime Rate plus .50%          N/A

* or such other  loan  limit,  rate of  interest  on loan or monthly  fee as may
hereafter  be agreed  upon by the  Borrower as  evidenced  by the  agreement  in
writing from time to time.

In  consideration  of  Hongkong  Bank  of  Canada  (the  "Bank")  providing  the
above-noted  account (the "Account") for the undersigned (the  "Borrower"),  the
Borrower agrees with the Bank as follows:

     1. For the  purposes  hereof,  the term "Loan"  means the  aggregate of all
amounts debited to the Account (including cheques, withdrawals, interest service
charges and fees imposed by the Bank) in excess of the aggregate at any time and
from time to time of all amounts credited to the Account.

     2. The Borrower shall pay interest to the Bank on the daily closing balance
of the  Loan at a  floating  rate  equal  to the  Bank's  Prime  Rate  plus  the
percentage  noted above.  Such interest shall be calculated and payable monthly,
on the last day of each and every month,  both before and after any  termination
of the Account, or judgment,  and until payment of the Loan in full. The "Bank's
Prime Rate" shall mean the  floating  annual  rate of interest  established  and
announced  by the Bank from time to time as the  reference  rate for purposes of
determining  the  rates of  interest  it will  charge  on loans  denominated  in
Canadian dollars in Canada. A certificate of a vice-president  of the Bank shall
be conclusive evidence of the Bank's Prime rate from time to time.

     3. In  addition to debiting  the  Account  with the amount of each  cheque,
payment order or other item drawn on the Account, and each withdrawal,  the Bank
shall also be  entitled  to debit the  Account  with the amount of all  interest
(including  compound  interest)  payable  by the  Borrower  monthly to t he Bank
pursuant to this  Agreement  as well as the said  monthly fee and other  charges
payable by the Borrower,  and the amount of any legal costs incurred by the Bank
with respect to the Borrower.

     4. The Borrower  shall not permit the Loan to exceed the Loan Limit nor any
margin  requirement  which may be  imposed  by the Bank.  The Bank may refuse to
honour  any  cheque,  permit  any  withdrawal  or pay any other item if the Loan
exceeds,  or would after such  payment  exceed,  the Loan Limit on the date such
cheque,  withdrawal or other item is presented to the Bank for payment; provided
that this  Agreement  shall  continue  to apply to the Loan and to the  Borrower
notwithstanding any Loan in excess of the Loan Limit.

     5. The  Borrower  shall use the  Account  (and  incur the Loan)  solely for
business purposes.

     6. The Borrower  shall  deliver to the Bank from time to time,  promptly on
request by the Bank and in form and substance satisfactory to the Bank, a demand
promissory  note or other  acknowledgment  of debt  evidencing the amount of all
indebtedness and liability then owing by the Borrower to the Bank pursuant to or
in respect of this  Agreement,  and in this regard the Borrower shall deliver to



<PAGE>


the Bank a supply of blank  demand  promissory  notes  which  the Bank  shall be
authorized,  at its discretion,  to complete on behalf of the Borrower from time
to time in pursuance of this clause.  In the event that any such promissory note
or any other  acknowledgment of debt, security or other document is requested by
the Bank,  the Bank  shall not be  obligated  to honour any cheque or permit any
withdrawal  or other  debit to the Account  until such  promissory  note,  other
acknowledgment of debt, security or other document is delivered to the Bank.

     7. The Borrower shall comply with all present and future agreements between
the Borrower and the Bank including any operation of account  agreement  between
the Borrower and the Bank;  provided that in the event there exists any conflict
between  the  provisions  of  such  operation  of  account  agreem  ent  and the
provisions hereof, the provisions hereof shall govern.

     8. The Bank shall have the right at any time to demand immediate payment of
the Loan, or any part thereof,  together with interest,  fees, charges and costs
outstanding  hereunder  and the borrower  shall  forthwith  comply with any such
demand. In addition, the Bank may at any time terminate this Agreement forthwith
upon giving  notice to the Borrower,  in which event all amounts  payable by the
Borrower to the Bank pursuant to this Agreement shall  forthwith  become due and
payable  and  thereafter  the Bank shall not be  obliged  to honour any  cheque,
permit any withdrawal or permit the creation or increase of the Loan.

     9 Upon  receipt  from the Bank each  month of a  statement  of the  Account
together with all Cheques or vouchers for amounts  appearing  therein charged to
the Account, the Borrower shall examine such statement,  cheques or vouchers and
check the credit and debit entries in the  statement,  and,  withi n thirty days
after the Bank  delivers or mails such  statement,  cheques and  vouchers to the
Borrower, the

For a Corporation:
                                             GLAS-AIRE INDUSTRIES LTD
                                             -----------------------------------

(Corporate Seal)                             By: /S/ Alex Ding
                                             -----------------------------------

                                             By:
                                             -----------------------------------

For a Partnership,

Signed, Sealed and Delivered in the presence of:

Witness
       ----------------------------------

Name
    -------------------------------------

Address
       ----------------------------------

(All partners should sign under seal and the signature of each partner should be
witnessed individually).




<PAGE>


                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
CORPORATION BANKING RESOLUTION
FOR BORROWING ACCOUNTS

Passed by the Board of Directors Glas-Aire Industries Ltd

on or as at the _____ day of November 1997

Resolved:

1.   That the President

is/are authorized on behalf of the Company:

     (a)  to borrow money or otherwise obtain financial assistance from Hongkong
          Bank of Canada  (herein called the "Bank") either by way of overdraft,
          discount, loan, advance, line of credit, letter of credit,  acceptance
          of bills of exchange issued by the Company or otherwise;

     (b)  to assign, transfer, convey, hypothecate,  mortgage, charge, pledge or
          give security in any manner upon any property of the Company,  real or
          personal,  moveable  or  immovable,  present or  future,  and upon any
          rights,  powers, choses in action, or other assets, present or future,
          of the Company,  as security for the fulfillment of any liabilities or
          obligations,  and for payment of any indebtedness,  present or future,
          of  the  Company  now  or  hereafter  made  or  incurred  directly  or
          indirectly  or  otherwise,  and to  empower  the Bank or any person or
          persons to sell by public or private sale, to assign, to transfer,  or
          to convey from time to time any such properties; and

     (c)  without in any way  limiting  the  powers  herein  conferred  upon the
          Directors,  to give security or promise to give  security,  to execute
          agreements,  documents  and  instruments  in any manner or in any form
          under the Bank Act or otherwise to assign book accounts, to secure any
          money borrowed or to be borrowed or any  obligations or liabilities as
          aforesaid  or otherwise  of the Company  heretofore,  now or hereafter
          made or incurred directly or indirectly or otherwise.

2.   That the persons  listed above shall be  authorized to execute on behalf of
     the  Company,  under  seal or  otherwise,  any  agreements,  documents  and
     instruments  required by the Bank in connection with the above and any such
     agreements,  documents and instruments  signed or purported to be signed in
     the manner set forth in this Resolution shall be valid and binding upon the
     Company.

3.   That the Bank be  supplied  with a list of all signing  officers  and other
     persons-who  are herein named or referred to by office or position with the
     Company and that the Bank is hereby authorized to rely upon such list until
     it has received an amended list together with such supporting  resol utions
     or certificates as may be required by the Bank.

4.   That the Bank be supplied with a certified copy of this Resolution and that
     this  Resolution  shall  remain in force and be binding upon the Company as
     regards the Bank until the Bank has received written notification that this
     Resolution  has been  repealed or replaced  together  with such suppo rting
     resolutions or certificates as may be required by the Bank.




<PAGE>


                                                                    EXHIBIT 10.2


                                                    Certificate

I/We hereby certify:

1. That the foregoing is a true and correct copy of a Resolution  duly passed by
the  Directors  of  Glas-Aire  Industries  Ltd.  on or as at  the  _____  day of
November, 1997;

2. That the said resolution is now in full force and effect and that it does not
conflict with the provisions of the charger documents of the Company; and

3. That the following is a list of the Directors and Officers of the Company.

 Directors of the CompanyOfficers of the Company

 Alex Ding       Alex Ding, President

 Edward Ting

                Linda Kwan, Controller

Witness our hand(s) at Vancouver,  in the Province of British  Columbia this ___
day of November, 1997.

/s/ Alex Ding, President



<PAGE>

                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
SECTION 427 LETTER AGREEMENT
RE: DATING OF DOCUMENTS


                                                       GLAS-AIRE INDUSTRIES LTD.
                                                              3137 GRANDVIEW HWY
                                                            VANCOUVER BC VSM 2E9

                                                        ________________, 19____


Hongkong Bank of Canada
20045 Langley Bypass
Langley 8C V3A 8R6

Dear Sirs:

Re:  Section 427 Bank Act Security Documents


This is your  irrevocable  authority to do the following acts in connection with
our  Section 427 Bank Act  security  documents  with any or all Form  numbers LD
427-2, LD 427-3(A),  LD 427-3(B),  LD427-5 AND LD 427-9 on our behalf and as our
duly authorized agents:

1.   Date them a date that is  subsequent to the date of filing of the Notice of
     Intention to Give Security under Section 427 of the Bank Act;

2.   If taken,  date the  expiry  date of LD 427-5 the longer of 20 years or the
     loan amortization  period or in the case of farm operating credits one year
     after the date referred to in paragraph one;

3.   Insert all other appropriate reference dates as you see fit;

4.   Insert  the  prime  rate of  interest  of the Bank in effect as at the date
     referred to in paragraph one.

It is  understood  and agreed that our  aforesaid  Section 427 Bank Act security
documents shall not become  operative and take effect until they have been dated
by Hongkong  Bank of Canada as  provided  above and they shall be deemed to have
been  delivered and given to Hongkong Bank of Canada  pursuant to Section 427 of
the Bank Act as of the date  designated by Hongkong  Bank of Canada  pursuant to
paragraph one of this letter.

GLAS-AIRE INDUSTRIES LTD.


Per:     /s/ Alex Ding
    -----------------------
           President


Per:
    -----------------------
           Secretary



<PAGE>
                                                                    EXHIBIT 10.2

Hongkong Bank of Canada
SECTION 427 LETTER AGREEMENT
RE: DATING OF DOCUMENTS

                                                         MULTICORP HOLDINGS INC.
                                                              3137 GRANDVIEW HWY
                                                            VANCOUVER BC V5M 2E9

                                                        __________________, 19__


Hongkong Bank of Canada
20045 Langley Bypass
Langley BC V3A 8R6

Dear Sirs:

Re:  Section 427 Bank Act Security Documents

This is your  irrevocable  authority to do the following acts in connection with
our  Section 427 Bank Act  security  documents  with any or all Form  numbers LD
427-2, LD 427-3(A),  LD 427-3(B),  LD427-5 AND LD 427-9 on our behalf and as our
duly authorized agents:

1.   Date them a date that is  subsequent to the date of filing of the Notice of
     Intention to Give Security under Section 427 of the Bank Act;

2.   If taken,  date the  expiry  date of LD 427-5 the longer of 20 years or the
     loan amortization  period or in the case of farm operating credits one year
     after the date referred to in paragraph one;

3.   Insert all other appropriate reference dates as you see fit;

4.   Insert  the  prime  rate of  interest  of the Bank in effect as at the date
     referred to in paragraph one.

It is  understood  and agreed that our  aforesaid  Section 427 Bank Act security
documents shall not become  operative and take effect until they have been dated
by Hongkong  Bank of Canada as  provided  above and they shall be deemed to have
been  delivered and given to Hongkong Bank of Canada  pursuant to Section 427 of
the Bank Act as of the date  designated by Hongkong  Bank of Canada  pursuant to
paragraph one of this letter.

MULTICORP HOLDINGS INC.

Per: /s/ Alex Ding
    -----------------------
          President

Per:
    -----------------------
          Secretary




<PAGE>

                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
SECURITY UNDER SECTION 427 OF THE BANK ACT

For good and valuable consideration,  the undersigned hereby assigns to Hongkong
Bank of Canada (herein called the "Bank") as continuing security for the payment
of all  obligations  arising from the  acceptance of our bills of exchange,  the
extension of credit,  loans or advances (the "Loans and Advances")  made or that
may be made by the Bank to the  undersigned  up to and including the _______ day
of _______________,  19_____, pursuant to the Application for Credit and Promise
to Give Security made by the  undersigned to the Bank and dated the ________ day
of ________________,  19___, and any Application(s) for Credit and Promise(s) to
Give Security  supplemental  thereto made or that may be made by the undersigned
to the Bank or renewals of such Loans and Advances or substitutions therefor and
interest on such Loans and Advances and on any such renewals and  substitutions,
all property of the kind(s)  hereinafter  described of which the  undersigned is
now or may hereafter become the owner, to wit -

     all goods wares and merchandise manufactured or produced by the undersigned
     or procured for such manufacture or production including without limitation
     all materials  including  plastic sheets rubber moulding metal strips metal
     clips styrofoam bolts screws sun wind and bug deflectors  skylights plastic
     wrapping  materials and cardboard and all goods wares and merchandise  used
     in or  procured  for the  packing of such goods  wares and  merchandise  so
     manufactured or produced

and  which  is now or  may  hereafter  be in the  place  or  places  hereinafter
     designated,  to wit - in at upon or near the lands and premises  situate at
     3137 Grandview  Highway Vancouver British Columbia and situate at any other
     place or places in Canada where the said security may be located

and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing  vessels,  fishing
equipment and supplies or products of the sea,  lakes and rivers,  wherever such
property may be.

This security is given under the provisions of Section 427 of the Bank Act.

The property is now owned by the  undersigned  and hereby  assigned is free from
any mortgage,  lien or charge thereon, other than previous assignments,  if any,
to the Bank, and the undersigned  warrants that the property which may hereafter
be acquired by the  undersigned  and is hereby  assigned  shall be free from any
mortgage,  lien or charge thereon,  other than previous assignments,  if any, to
the Bank.

Dated at _________________________ this _____ day of _________________, 19______

Where the undersigned is an Individual:

Signed, Sealed and Delivered By in the presence of:


______________________________________________

Where the undersigned is a Corporation:

GLAS-AIRE INDUSTRIES LTD.
Name of Corporation

By /s/ Alex Ding, President
  --------------------------------



<PAGE>

                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
SECURITY UNDER SECTION 427 OF THE BANK ACT

For good and valuable consideration,  the undersigned hereby assigns to Hongkong
Bank of Canada (herein called the "Bank") as continuing security for the payment
of all  obligations  arising from the  acceptance of our bills of exchange,  the
extension of credit,  loans or advances (the "Loans and Advances")  made or that
may be made by the Bank to the  undersigned up to and including the _____ day of
________________,  19____, pursuant to the Application for Credit and Promise to
Give  Security  made  by the  undersigned  to the  Bank  and  dated  the  day of
__________________,  19___, and any  Application(s) for Credit and Promise(s) to
Give Security  supplemental  thereto made or that may be made by the undersigned
to the Bank or renewals of such Loans and Advances or substitutions therefor and
interest on such Loans and Advances and on any such renewals and  substitutions,
all property of the kind(s)  hereinafter  described of which the  undersigned is
now or may hereafter become the owner, to wit -

     all goods wares and merchandise manufactured or produced by the undersigned
     or procured for such manufacture or production including without limitation
     all materials  including  plastic sheets rubber moulding metal strips metal
     clips styrofoam bolts screws sun wind and bug deflectors  skylights plastic
     wrapping  materials and cardboard and all goods wares and merchandise  used
     in or  procured  for the  packing of such goods  wares and  merchandise  so
     manufactured or produced

and  which  is now or  may  hereafter  be in the  place  or  places  hereinafter
     designated,  to wit in at upon or near the lands and  premises  situate  at
     3137 Grandview  Highway Vancouver British Columbia and situate at any other
     place or places in Canada where the said security may be located

and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing  vessels,  fishing
equipment and supplies or products of the sea,  lakes and rivers,  wherever such
property may be.

This security is given under the provisions of Section 427 of the Bank Act.

The property is now owned by the  undersigned  and hereby  assigned is free from
any mortgage,  lien or charge thereon, other than previous assignments,  if any,
to the Bank, and the undersigned  warrants that the property which may hereafter
be acquired by the  undersigned  and is hereby  assigned  shall be free from any
mortgage,  lien or charge thereon,  other than previous assignments,  if any, to
the Bank.

Dated at _________________ this ______ day of ______________________,19____

Where the undersigned is an Individual:

Signed, Sealed and Delivered
By  
  -------------------------------       I
in the presence of:

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

Where the undersigned is a Corporation:

MULTICORP HOLDINGS INC.
Name of Corporation

By /s/ Alex Ding
  -------------------------------



<PAGE>

                                                                    EXHIBIT 10.2


Hongkong Bank of Canada
APPLICATION FOR CREDIT AND PROMISE TO GIVE BILLS OF LADING
WAREHOUSE RECEIPTS, OR SECURITY UNDER ALL OR ANY OF PARAGRAPHS
427(1)(a), (b), (c), (d), (g), (h), (i), 0), (k), (I), (m), (n), (o), (p) OF THE
BANK ACT

To       Hongkong Bank of Canada                      _________________, 19_____
         20045 Fraser Highway
         Langley BC V3A 8R6


The Bank is  hereby  requested  by the  undersigned  to extend  credits,  at its
discretion,  whether  by  loan(s),  advances,  the  acceptance  of our  bills of
exchange,  or  otherwise  (the  "Loans and  Advances")  on the  security  of all
property of the kind(s) hereinafter described of which the undersigned is now or
may hereafter become the owner, to wit -

          all goods  wares  and  merchandise  manufactured  or  produced  by the
          undersigned or procured for such  manufacture or production  including
          without  limitation  all  materials  including  plastic  sheets rubber
          moulding metal strips metal clips  styrofoam bolts screws sun wind and
          bug deflectors  skylights plastic wrapping materials and cardboard and
          all goods wares and merchandise used in or procured for the packing of
          such goods wares and merchandise so manufactured or produced

and/or on the security of  warehouse  receipts  and/or bills of lading  covering
such property.

And the  undersigned  promise(s)  and agree(s) to give the Bank security for all
Loans  and  Advances  by the  Bank to the  undersigned,  and  interest  thereon,
pursuant to this  application  for credit and promise(s) to give security by way
of  assignment  under  Section  427 of the Bank Act  covering  all the  property
aforesaid  which is now or may  hereafter be in the place or places  hereinafter
designated, to wit -

          in at upon or near the lands and  premises  situate at 3137  Grandview
          Highway  Vancouver  British Columbia and situate at any other place or
          places in Canada where the said security may be located

and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing  vessels,  fishing
equipment  and supplies or products of the sea,  lakes,  rivers,  wherever  such
property may be, and the  undersigned  promise(s)  and agree(s) to give the Bank
from  time to time and as  often as  requested  by the Bank  warehouse  receipts
and/or bills of lading  covering  all the property  aforesaid or any pad thereof
which is now or may  hereafter  be covered  by  warehouse  receipts  or bills of
lading, as security for all the said Loans and Advances.

The  undersigned  hereby  appoint(s)  the person  for the time  being  acting as
manager  of the  above-mentioned  branch  of the  Bank  as the  attorney  of the
undersigned, on behalf of the undersigned, to give from time to time to the Bank
any and all security  mentioned above and to sign or endorse and deliver any and
all instruments and documents in connection therewith.

The Bank may from time to time take from the undersigned notes  representing the
said Loans and  Advances or any part  thereof;  and any notes so taken shall not
extinguish or pay the indebtedness  created by such Loans and Advances but shall
represent the same only.

No security  acquired by the Bank shall be merged in any subsequent  security or
be taken to be substituted for any security previously acquired.


<PAGE>


It is the  express  wish of the  Parties  that this  agreement  and any  related
documents  be drawn up and executed in English.  11 est la volonte  expresse des
Parties que cette convention et tous les documents s'y rattachant soient rediges
et signes en anglais.

Where the undersigned is an Individual:

Signed, Sealed and Delivered
By
  -------------------------------
in the presence of:



Where the undersigned is a Corporation:

GLAS-AIRE INDUSTRIES LTD.
-------------------------
Name of Corporation

By  /s/ Alex Ding, President
  -------------------------------




<PAGE>


                                                                    EXHIBIT 10.2

Hongkong Bank of Canada
APPLICATION FOR CREDIT AND PROMISE TO GIVE BILLS OF LADING
WAREHOUSE RECEIPTS, OR SECURITY UNDER ALL OR ANY OF PARAGRAPHS
427(1)(a),  (b),  (c),  (d), (g), (h), (i), (j), (k), (I), (m), (n), (o), (p) OF
THE BANK ACT



                                                    ____________________, 19____


To       Hongkong Bank of Canada
         20045 Langley Bypass
         Langley BC V3A 8R6



The Bank is  hereby  requested  by the  undersigned  to extend  credits,  at its
discretion,  whether  by  loan(s),  advances,  the  acceptance  of our  bills of
exchange,  or  otherwise  (the  "Loans and  Advances.)  on the  security  of all
property of the kind(s) hereinafter described of which the undersigned is now or
may hereafter become the owner, to wit -

          all goods  wares  and  merchandise  manufactured  or  produced  by the
          undersigned or procured for such  manufacture o~ production  including
          without  limitation  all  materials  including  plastic  sheets rubber
          moulding metal strips metal clips  styrofoam bolts screws sun wind and
          bug deflectors  skylights plastic wrapping materials and cardboard and
          all goods wares and merchandise used in or procured for the packing of
          such goods wares and merchandise so manufactured or produced

and/or on the security of  warehouse  receipts  and/or bills of lading  covering
such  property.  And the  undersigned  promise(s)  and agree(s) to give the Bank
security for all Loans and Advances by the Bank to the undersigned, and interest
thereon, pursuant to this application for credit and promise(s) to give security
by way of assignment under Section 427 of the Bank Act covering all the property
aforesaid  which is now or may  hereafter be in the place or places  hereinafter
designated, to wit -

          in at upon or near the lands and  premises  situate at 3137  Grandview
          Highway  Vancouver  British Columbia and situate at any other place or
          places in Canada where the said security may be located

and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing  vessels,  fishing
equipment  and supplies or products of the sea,  lakes,  rivers,  wherever  such
property may be, and the  undersigned  promise(s)  and agree(s) to give the Bank
from  time to time and as  often as  requested  by the Bank  warehouse  receipts
and/or bills of lading  covering all the property  aforesaid or any part thereof
which is now or may  hereafter  be covered  by  warehouse  receipts  or bills of
lading, as security for all the said Loans and Advances.

The  undersigned  hereby  appoint(s)  the person  for the time  being  acting as
manager  of the  above-mentioned  branch  of the  Bank  as the  attorney  of the
undersigned, on behalf of the undersigned, to give from time to time to the Bank
any and all security  mentioned above and to sign or endorse and deliver any and
all instruments and documents in connection therewith.

The Bank may from time to time take from the undersigned notes  representing the
said Loans and  Advances or any part  thereof;  and any notes so taken shall not
extinguish or pay the indebtedness  created by such Loans and Advances but shall
represent the same only.


<PAGE>


No security  acquired by the Bank shall be merged in any subsequent  security or
be taken to be substituted for any security previously acquired.

It is the  express  wish of the  Parties  that this  agreement  and any  related
documents  be drawn up and executed in English.  11 est la volonte  exptesse des
Patties que cene  convention et tous les documents s'y ranachant  soient rediges
et signes en anglais.

Where the undersigned is an Individual:

Signed, Sealed and Delivered
By
  --------------------------------
in the presence of:

Where the undersigned is a Corporation:

MULTICORP HOLDINGS INC.
Name of Corporation

By /s/ Alex Ding
  ---------------------------------