09:50     MASSIVE RES<00070> - Announcement & Resumption (6)                  

    not yet commenced its operation nor engaged in other forms of business    
    or gaming activities currently; (ii) he is at present engaging in gaming  
     activities in international waters outside Hong Kong as detailed in the  
     previous paragraph; and (iii) his associates are not currently engaged   
    in other forms of business or gaming activities.                          
                                                                              
    Subject matter of the Memorandum                                          
                                                                              
    On 7 January 2005, Artwin and the Company entered into the legally        
    binding Memorandum pursuant to which Artwin granted a first right of      
    refusal to the Company whereby the Company and/or its subsidiary can at   
    their sole discretion provide or procure the Loan Facility, being a       
    non-revolving loan facility of HK$60,000,000 to HK$100,000,000, the       
    exact amount of which shall be determined by the Company and/or its       
    subsidiary at their sole discretion, to Artwin for the sole purpose of    
    providing working capital to the Casino Operator in the running of the    
    Casino.                                                                   
                                                                              
    Drawdown                                                                  
                                                                              
    Pursuant to the Memorandum, Artwin may, on any Business Day on or before  
     the end of nine (9) months from the date of the Memorandum, by a         
    written notice to the Company offering the Company and/or its subsidiary  
     the right to provide or procure the Loan Facility to Artwin on a         
    one-off basis.                                                            
                                                                              
    Repayment                                                                 
                                                                              
    Drawdown of the Loan Facility ("Loan") has a fixed term of 3 years,       
    which are extendable by mutual agreement, upon maturity. The entire       
    principal amount of the Loan is repayable upon maturity.                  
                                                                              
    Interest and other payment                                                
                                                                              
    As long as any principal amount of the Loan remains outstanding, Artwin   
    agrees to pay :                                                           
                                                                              
    (i)   interest of 7% per annum on the outstanding principal amount of     
    the Loan, which are payable by Artwin to the Company and/or its           
    subsidiary quarterly in arrears; and                                      
                                                                              
    (ii)   profit of the Casino, which shall be calculated at the higher of   
    7.5% on the principal amount of the Loan provided or 6% to 10% of the     
    Casino's net profit before taxation, which shall be calculated by using   
    the formula below ("Formula") at the last date of every quarter of        
    March, June, September and December and payable to the Company and/or     
    its subsidiary within the next 15 Business Days ("Other Payment").        
                                                                              
    Formula                                                                   
                                                                              
    Other Payment   =   (amount of the Loan outstanding/100,000,000) X 10% X  
     the Casino's net profit before taxation                                  
                                                                              
    The exact amount of the interest and the Other Payment to be earned by    
    the Group, if any, pursuant to the Memorandum cannot be ascertained for   
    the time being. Nevertheless, pursuant to the Memorandum, the aggregate   
    amount of the interest and the Other Payment payable thereunder shall     
    not be more than 60% of the principal amount of the Loan per annum in     
    compliance with the existing Money Lenders Ordinance (Chapter 163 of the  
     Laws of Hong Kong) (the "Money Lenders Ordinance"). The Directors will   
    use their best endeavour to ensure that if the Company and/or its         
    subsidiary agree to provide or procure the Loan Facility to the Casino    
    Operator, any relevant laws/regulations including the Money Lenders       
    Ordinance will be complied with.                                          
                                                                              
    Conditions                                                                
                                                                              
    The provision or procurement of the Loan Facility by the Company and/or   
    its subsidiary is conditional upon :                                      
                                                                              
    (i)   if applicable, the passing by the Shareholders an ordinary          
    resolution to approve the Memorandum and the transaction contemplated     
    thereunder; and                                                           
                                                                              
    (ii)   each of the shareholder(s) of Artwin executes personal             
    guarantee(s) in favour of the Company, in a form to the Company's         
    satisfaction on joint and several basis.                                  
                                                                              
    REASONS FOR THE MEMORANDUM AND BENEFITS TO THE COMPANY                    
                                                                              
    Walden has commenced preliminary discussion with Artwin on the future     
    operation of the Casino. It is currently intended that neither Walden     
    nor any member of the Group will enter into any casino operation          
    agreement with the Casino Operator. Instead, Walden will request the      
    to-be-appointed ship operating company, which has not yet been