WHEREBY it is agreed as follows ;

1. Covered Transactions
The international factoring transactions to be covered by this Agreement shall be limited to accounts receivable arising from sales on credit terms of merchandise and/or services provided by the Seller to or for the Debtor.

2. Offer of Accounts Receivable
The Seller shall offer the Factor the accounts receivable upon the terms and conditions hereinafter set out only to collect such receivables or parts thereof, as the Factor will use his best endeavours to do so promptly and in full, provided that :
(i) costs and/or expenses relating to the collection of such receivables shall be the responsibilities of the Seller except for the commissions and charges mentioned in the clause 7, and
(ii) The Factor shall not be responsible for any loss and/or cost which is attributable to any delay in the collection of such receivables from the Debtor.

3. Assignment of rights
Accounts receivable of the Seller in respect of the Debtor must be assigned to the Factor and all invoices relating to accounts receivable assigned to the Factor must bear a notice of assignment in a form prescribed by the Factor as follows :
(i) To be affixed on invoices and credit notes : "This account has been assigned and is to be paid in the currency of the invoice to :

INDUSTRIAL BANK OF KOREA
50, 2- GA, ULCHI-RO, CHUNG-GU
SEOUL, XXXXX

Who is alone authorized to collect payment in settlement of this account under the agreement with the Debtor. Notice of merchandise returns or claims for shortage, non-delivery or for other grounds must be given immediately to Industrial Bank of xxxxx"

(ii) Labels for the assignment clause are available upon the Seller's request.

4. Flow of Documents Handling
One each set of original shipping documents is to be forward to the Factory by the Seller
and the other sets of the documents are to be forwarded directly to the Debtor by the Seller.

5. Flow of Money Transfer
The Factor is entrusted with the collection of accounts receivable from the Debtor on due
date of the invoices and shall immediately transfer the collected funds to the Seller's account
as mentioned below.

Bank Name         Currency         Account Number

The Factor is to advise the Seller of details of payment by telex or facsimile.

6. Credit Notes
If the Seller issues a credit note or makes any allowance to the Debtor in respect of accounts receivable assigned to the Factor, the Seller will send to the Factor a copy of such credit note or notification of such allowance.
Herein "credit note" means the document or documents which evidences or evidence a reduction in the amount of accounts receivable.

7. Commissions and Charges
All factoring commissions and charges including banking charges, which arise from the factoring based transactions between the Seller and the Debtor upon this Agreement, are to be paid to the Factor by the Debtor

8. Records and Accounting
The Factor will keep proper records of all of the Seller's accounts receivable with the Debtor and send monthly the statement of the receivable ledger account to the Seller.
All statements rendered by the Factor to the Seller will be accepted as accurate unless the Seller makes any written objection thereto within 60 days from the receipt of such statement.

9. Applicable Law and Jurisdiction

This Agreement shall be governed and construed in accordance with Korean Law, and the Seller hereby accepts the jurisdiction of the xxxxx Courts, but without prejudice to the right of the Factor to bring proceedings in the court of any state in which the Seller carries on business.

10. Termination
This Agreement may be terminated (but without prejudice to the continuation of terms hereof in relation to all invoices accepted as aforesaid before such termination) by one month's notice in writing given by either party to the other and may be terminated by the Factor without notice if the Seller :
(a) breaks any terms of this agreement :
(b) goes into liquidation.

11. Notices and Requests
Any notice or request required or permitted to be given or made under this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand, mail, telegram, cable or telex to the party to which it is required or permitted to be given or made at such party's address specified as below, or at such other address as that party shall have designated by notice to the party.

For the Factor :
INDUSTRIAL BANK OF XXXXX 50,2-GA, ULCHI-RO, DHUNG -GU SEOUL, XXXXX
Cable Address : IBKSEL
Telex No. : K23932, 23933,23934, 23935
FAX No. : (02) 729-7095

For the Seller :

Cable Address :
Telex No. :
FAX NO. :
Telephone No. :

IN WITNESS WHEREOF the parties hereto, acting through their representative thereto duly authorized, have caused this Agreement to be signed in their respective names and to be delivered at the principal office of the Seller as of the day and year first above written.

Industrial Bank of xxxxx

By ____________________
General Manager, Int'l Dept.
(Name of the Seller)

By ____________________
Title :