09:38     MACAU SUCCESS<00487> - Announcement & Resumption (2)                

    THE LOAN AGREEMENT DATED 7 MARCH 2005                                     
    Parties                                                                   
    The Lender:        Joyspirit Investments Limited, a company incorporated  
    in the British Virgin Islands with limited liability and an indirect      
    wholly-owned subsidiary of the Company                                    
                                                                              
    The Borrower:        King Seiner Palace Promotor De Jogos, Limitada, a    
    company incorporated in Macau with limited liability on 1 March 2005 and  
    is owned as to 56% by Mr. Yeung, 24% by Mr. Chan and 20% by an            
    Independent Third Party                                                   
                                                                              
    Principal terms of the Loan Agreement                                     
    Pursuant to the Loan Agreement, the Borrower has requested the Lender     
    and the Lender has agreed, subject to fulfillment of the conditions       
    precedent set out therein, to grant to the Borrower the Loan Facility of  
    HK$50 million in accordance with the principal terms set out below:       
                                                                              
    Drawing:        The Borrower may request the Lender to advance full       
    amount available under the Loan Facility once during the Availability     
    Period. The making of the drawing by the Borrower is subject to, among    
    other conditions, the receipt of legal opinion by the Lender in form and  
    substance satisfactory to the Lender covering, inter alia, the            
    licence-related issues regarding the Borrower, taxation and foreign       
    exchange implications in relation to the business of the Borrower, the    
    business operation of the Borrower, the power and authority of the        
    Borrower to enter into, deliver and perform the terms of the Loan         
    Agreement and the Option Deed and Macau laws and other laws relevant to   
    the respective transactions contemplated under the Loan Agreement and     
    the Option Deed.                                                          
                                                                              
    Repayment:        Subject to the other terms and conditions of the Loan   
    Agreement, the Borrower shall repay the Loan and all indebtedness and     
    moneys payable by the Borrower in full within 60 months after the date    
    of the drawdown by the Borrower. However, by giving not less than 30      
    days' prior written notice to the Borrower specifying the date of         
    repayment, the Lender may require the Borrower to repay the whole of the  
    Loan and all indebtedness and moneys payable by the Borrower under the    
    Loan Agreement on its demand.                                             
                                                                              
    Voluntary Prepayment:        The Borrower may voluntarily prepay the      
    whole amount but not part of the Loan together with interest thereon      
    accrued up to the date of prepayment falling after 36 months from the     
    date of the drawdown provided that:                                       
                                                                              
            (i)        the Borrower shall have given to the Company not less  
    than 90 days' prior written notice specifying the date of prepayment;     
                                                                              
            (ii)        the rights of the Borrower to prepay shall be         
    subject to the rights of the Lender under the Option Deed (i.e. the       
    Lender has the rights to exercise the Option within 14 days after         
    receipt of the notice of prepayment from the Borrower); and               
                                                                              
            (iii)        all other sums then due and payable under the Loan   
    Agreement shall have been fully repaid.                                   
                                                                              
    Interest:        Interest on the Loan shall be the higher of 20% per      
    annum and the amount equivalent to 18% of the Profits, which shall be     
    payable in the following manner:                                          
                                                                              
            (i)        the Borrower shall pay interest on the Loan at the     
    rate of 20% per annum accrued on daily basis which is payable by the      
    Borrower to the Lender in arrears on monthly basis; and                   
                                                                              
            (ii)        the Borrower shall, within 60 days after the end of   
    each financial year, deliver to the Lender audited accounts of the        
    Borrower showing, among others, the Profits for the financial year to     
    which it relates. Should the amount of 18% of the Profits be more than    
    the amount of interest paid to the Lender as mentioned in (i) above       
    during such financial year, the Borrower shall pay to the Lender such     
    shortfall.                                                                
                                                                              
    Conditions precedent                                                      
    The Lender is not obliged to make the Loan Facility available to the      
    Borrower unless and until the following conditions precedent have been    
    fulfilled:                                                                
                                                                              
    i)        the Independent Shareholders having approved at the SGM the     
    grant of the Loan Facility by the Lender to the Borrower, the grant of    
    the Option by the Borrower to the Lender under the Option Deed and the    
    performance by the Lender of the respective transactions contemplated     
    under the Loan Agreement and the Option Deed; and                         
                                                                              
    ii)        all necessary consents and approvals (or waivers) having been  
    obtained by the Borrower and the Lender for the entering into of the