INNOVEX INC
SECOND SUPPLEMENTAL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d55598_ex10-1.txt
<DESCRIPTION>SECOND SUPPLEMENTAL AGREEMENT
<TEXT>

                                                          Exhibit 10.1

                      THE SECOND SUPPLEMENTAL AGREEMENT TO
                 CREDIT FACILITIES AGREEMENT DATED 23 APRIL 2001

This Agreement is made to be effective from 28 February 2003 (the "Effective
Date of the Second Supplemental Agreement")

BETWEEN

INNOVEX (THAILAND) LIMITED (Registration No. Bor Aor Chor. Lor Por 253) with its
head office located at No. 79 Moo 4 Export Industrial Zone 2, Northern
Industrial Estate, Baan Klang Sub-district, Muang Lampoon District, Lampoon
Province (hereinafter referred to as the "Borrower")

BANK OF AYUDHYA PUBLIC COMPANY LIMITED ("Bank of Ayudhya") with its head office
located at 1222, Rama 3 Road, Bangpongpang, Yanawa, Bangkok as the Facility
Agent (hereinafter referred to in this Agreement as the "Facility Agent")

THE INDUSTRIAL FINANCE CORPORATION OF THAILAND ("IFCT") with its head office
located at 1770, New Petchburi Road, Bangkapi, Huaykwang, Bangkok as the
Security Agent (hereinafter referred to as the "Security Agent").

AND

IFCT and BANK OF AYUDHYA as the Creditors (hereinafter referred to collectively
as the "Creditors" and individually as "Creditor").

WHEREAS

(A)   The Borrower entered into the Credit Facilities Agreement dated 23 April
      2001 (hereinafter referred to as the "Credit Facilities Agreement dated 23
      April 2001") with the Facility Agent, the Security Agent and the
      Creditors.

(B)   The Borrower entered into the Supplemental Agreement to the Credit
      Facilities Agreement dated 23 April 2001 on 1 March 2002 (hereinafter
      referred to as the "First Supplemental Agreement to the Credit Facilities
      Agreement"). The Credit Facilities Agreement dated 23 April 2001 and the
      First Supplemental Agreement to the Credit Facilities Agreement
      (hereinafter referred to as the "Credit Facilities Agreement").

(C)   The Borrower, the Facility Agent, the Security Agent and the Creditors
      intend to amend the Credit Facilities Agreement pursuant to the terms and
      conditions of this second supplemental agreement to the Credit Facilities
      Agreement (hereinafter referred to as the "Second Supplemental Agreement
      to the Credit Facilities Agreement").

1.    Definition and Interpretation

      The parties agree as follows:

1.1   Words and expressions used in this Agreement shall have the same
      respective meanings as the words and expressions defined in the Credit
      Facilities Agreement except as otherwise defined in this Agreement.


                                  Page 1 of 18
<PAGE>

1.2   Definition

      "Net Profit" means the total amount of income of the Borrower less all
      expenses of the Borrower as appeared in the Financial Statement for each
      half year period of each financial year reviewed by the Auditor acceptable
      to the Creditors or as appeared in the Financial Statement for each
      financial year audited by the Auditor acceptable to the Creditors;

      "Repayment Date for New Long Term Facility" means the day on which the
      loan shall be repaid as specified in Clause 3.6 below and under Attachment
      1 of the Second Supplemental Agreement to the Credit Facilities Agreement;

      "Return on Assets" means the amount of Net Profit divided by Total Assets;

      "Second Guarantee Agreement" means the Second Guarantee Agreement issued
      by the Guarantor to the Creditors as required by the Second Supplemental
      Agreement to the Credit Facilities Agreement and in accordance with the
      form of Attachment 3 of the Second Supplemental Agreement to the Credit
      Facilities Agreement as a security of the Debt of the Borrower under the
      Credit Facilities Agreement as amended by the Second Supplemental
      Agreement to the Credit Facilities Agreement;

      "The Second Equipment Pledge Agreement" means the second equipment pledge
      agreement made between the Borrower, Security Keeper, Security Agent and
      the Creditors for the benefit of the Creditors in accordance with the form
      specified in Attachment 2 of the Second Supplemental Agreement to the
      Credit Facilities Agreement;

      "Former Long Term Facility" means the Long Term Facility in Baht as
      specified in Clause 2.1.1 of the Credit Facilities Agreement as amended by
      Clause 2.2 of the Second Supplemental Agreement to Credit Facilities
      Agreement;

      "New Long Term Facility" means the new Long Term Facility in Baht as
      specified in Clause 3.1 of the Second Supplemental Agreement to Credit
      Facilities Agreement;

      "Additional Short Term Working Capital Facility" means the short term
      working capital facility that the Packing Credit Creditors permit the
      Borrower to drawdown pursuant to Clause 2.1.2 (b)(2) of the Credit
      Facilities Agreement as amended by Clause 2.3 of the Second Supplemental
      Agreement to Credit Facilities Agreement;

      "Total Assets" means the assets including revenues and rights of every
      description of a company"

      "Consolidated Pre-Tax Income" means net income before provision for income
      taxes of the consolidated income statement of Innovex Inc.;

      "Availability Period for New Long Term Facility" means the period from the
      Effective Date of the Second Supplemental Agreement until 30 December
      2003;

      "Availability Period for Additional Short Term Working Capital Facility"
      means the period commencing from the Effective Date of the Second
      Supplemental Agreement and expiring on the earlier of (a) the Packing
      Credit Creditors have no obligation to provide the Additional Short Term
      Working Capital Facility to the Borrower under this Agreement and/or the
      Documents for the Utilization of Additional Short Term Working Capital
      Facility or (b) the Packing Credit Creditors agree with the Borrower;

      "United States Dollars" or US$" means the lawful currency of the United
      States of America;

      "Repayment Schedule for New Long Term Facility" means the repayment
      schedule for New Long Term Facility under the condition specified in
      Clause 3.6 below and Attachment 1 of the Second Supplemental Agreement to
      the Credit Facilities Agreement;


                                  Page 2 of 18
<PAGE>

      "Documents for the Utilization of Additional Short Term Working Capital
      Facility" means the application for the utilization of Additional Short
      Term Working Capital Facility and/or any documents, instruments,
      Promissory Notes or other agreements which are used for the utilization of
      the Additional Short Term Working Capital Facility in the form and
      substance specified, from time to time, by each Packing Credit Creditor;

      "Innovex Inc" means Innovex Inc. which is an ultimate parent company of
      the Borrower established under the laws of Minnesota, United States of
      America with its registered office at 5540 Pioneer Creek Drive, Maple
      Plain, Minnesota, U.S.A.

1.3   In this Agreement, except as otherwise defined the reference to the Credit
      Facilities Agreement, the Transaction Documents or any documents related
      to the Credit Facilities Agreement or the Transaction Documents shall
      include this Agreement.

1.4   From the Effective Date of this Agreement, any terms or conditions in the
      Credit Facilities Agreement or the Transaction Documents or any documents
      related to the Credit Facilities Agreement or the Transaction Documents
      which contradict the terms amended by this Agreement, then the terms under
      this Agreement shall prevail and the terms or conditions under the Credit
      Facilities Agreement or the Transaction Documents or any documents related
      to the Credit Facilities Agreement or the Transaction Documents which
      contradict the terms of this Agreement shall no longer be effective.

2.    Amendment

      The Borrower, the Facility Agent, the Security Agent and the Creditors
      agree to amend the terms of the Credit Facilities Agreement as follows:

2.1   On the Effective Date of the Second Supplemental Agreement, the
      definitions and interpretation under Clause 1.1 of the Credit Facilities
      Agreement shall be repealed and replaced to read as follows:

      "Repayment Schedule" means the repayment schedule for Former Long Term
      Facility under the condition specified in Clause 6.1.1 and Attachment 6 of
      the Credit Facilities Agreement;

      "Interest Period" means the interest period as specified in Clause 5.1.2,
      Clause 5.2, Clause 5.3, Clause 9.3.2, Clause 9.3.5 and Clause 12.3.2 of
      the Credit Facilities Agreement and Clause 3.5.3 of the Second
      Supplemental Agreement to Credit Facilities Agreement;

      "Promissory Note" means any promissory note issued by the Borrower to the
      Packing Credit Creditor and/or Working Capital Creditor as an evidence for
      the granting and/or drawing of that type of Facility to the Borrower and
      shall be in accordance with the form specified by each such Creditor;

      "Facility" means all or part of the credit facilities provided by any or
      all of the Creditors to the Borrower under this Agreement including Former
      Long Term Facility, New Long Term Facility, Packing Credit Facility,
      Working Capital Facility and Additional Short Term Working Capital
      Facility;

      "Packing Credit Facility" means the Packing Credit Facility in Baht or
      foreign currency equivalent to Baht and the Additional Short Term Working
      Capital Facility in Baht as specified in Clause 2.1.2 of the Credit
      Facilities Agreement as amended by Clause 2.3 of the Second Supplemental
      Agreement to Credit Facilities Agreement;

      "Facility Limit of Each Creditor" means the facility limit for Former Long
      Term Facility, New Long Term Facility, Packing Credit Facility and Working
      Capital Facility provided by each Creditor to the Borrower under
      Attachment 1 of the Credit Facilities Agreement under the name of each
      such Creditor, this facility limit may be reduced or cancelled under the
      term of this Agreement;


                                  Page 3 of 18
<PAGE>

      "Repayment Date" means the day on which the Former Long Term Facility
      shall be repaid as specified in Clause 6.1 of the Credit Facilities
      Agreement as amended by Clause 2.15 of the Second Supplemental Agreement
      to Credit Facilities Agreement and under Attachment 6 of the Credit
      Facilities Agreement;

      "Availability Period for Long Term Facility" means the period commencing
      from the Effective Date of this Agreement and expiry on the earlier of (a)
      30 June 2001 or (b) the Long Term Creditors have no obligation to provide
      the Former Long Term Facility to the Borrower or (c) the Long Term
      Creditors agree with the Borrower;

      "Availability Period for Packing Credit Facility" means

      (1)   For Packing Credit Facility pursuant to Clause 2.1.2 (a) of the
            Credit Facilities Agreement as amended by Clause 2.3 of the Second
            Supplemental Agreement to Credit Facilities Agreement, the period
            commencing from the Effective Date of this Agreement and expiring on
            the earlier of (a) the Packing Credit Creditors have no obligation
            to provide Packing Credit Facility pursuant to Clause 2.1.2 (a) to
            the Borrower under this Agreement and/or the Documents for the
            Utilization of Packing Credit Facility or (b) the Packing Credit
            Creditors agree with the Borrower;

      (2)   For Packing Credit Facility pursuant to Clause 2.1.2 (b)(1) of the
            Credit Facilities Agreement as amended by Clause 2.3 of the Second
            Supplemental Agreement to Credit Facilities Agreement, the period
            commencing from the Effective Date of the First Supplemental
            Agreement to the Credit Facility Agreement and expiring on the
            earlier of (a) the Packing Credit Creditors have no obligation to
            provide Packing Credit Facility pursuant to Clause 2.1.2 (b)(1) to
            the Borrower under this Agreement and/or the Documents for the
            Utilization of Packing Credit Facility or (b) the Packing Credit
            Creditors agree with the Borrower;

      "Security" means the security specified in Clauses 3.1 and 13 and
      Attachment 5 of the Credit Facilities Agreement and Clause 3.2 and 3.3 of
      the Second Supplemental Agreement to Credit Facilities Agreement including
      the additional security to be provided in addition to or as a substitution
      in the form and value acceptable to the Creditors;

      "Transaction Documents" means this Agreement, and agreements, documents
      and other agreements relating to the utilization of the Facility under
      this Agreement including all the documents relating to Security, Guarantee
      Agreement, Land and Building Mortgage Agreement, Equipment Pledge
      Agreement, Equipment Mortgage Agreement, Escrow Agreement, Prioritization
      Agreement, Second Guarantee Agreement, The Second Equipment Pledge
      Agreement, Documents for the Utilization of Overdraft Facility, Documents
      for the Utilization of Packing Credit Facility, Documents for the
      Utilization of Short Term Working Capital Facility, Documents for the
      Utilization of Additional Short Term Working Capital Facility, Receipt and
      Promissory Notes;

      "Proportion of Debt" means the proportion of the Existing Debt of the
      Borrower for each Creditor and all the Existing Debts of the Borrower
      under the Former Long Term Facility, New Long Term Facility, Packing
      Credit Facility or Working Capital Facility (as the case may be) at any
      time under this Agreement;

2.2   Clause 2.1.1 (Long Term Facility) of the Credit Facilities Agreement shall
      be repealed and replaced to read as follows:

      "2.1.1 Long Term Facility


                                  Page 4 of 18
<PAGE>
            Long Term Facility: the Baht loan facility provided by the Long Term
            Creditors to the Borrower under the terms and conditions of this
            Agreement for the aggregate amount of not exceeding Baht 590,000,000
            (Five Hundred Ninety Million Baht)."

2.3   Clause 2.1.2 (Packing Credit Facility) of the Credit Facilities Agreement
      shall be repealed and replaced to read as follows:

      "2.1.2 Packing Credit Facility

      (a)   the Baht and/or foreign currency equivalent to Baht facility as
            Packing Credit Creditors agree but not exceeding the Packing Credit
            Facility Limit provided by Packing Credit Creditors to the Borrower
            under the terms and conditions of this Agreement for the aggregate
            amount of not exceeding Baht 530,000,000 (Five Hundred Thirty
            Million Baht).

      (b)   Packing Credit Facility for the payment of expenses related to the
            business transaction with Seagate Technology (Thailand) Limited
            and/or the Additional Short Term Working Capital Facility for the
            aggregate amount of not exceeding Baht 300,000,000 (Three Hundred
            Million Baht) provided that each Packing Credit Creditor will
            provide Packing Credit Facility pursuant to this sub-clause (b) in
            the amount not exceeding Baht 150,000,000 (One Hundred and Fifty
            Million Baht), details of the Facilities are as follows:

            (1)   Packing Credit Facility for the payment of expenses related to
                  the business transaction with Seagate Technology (Thailand)
                  Limited in Baht and/or foreign currency equivalent to Baht as
                  Packing Credit Creditors agree but not exceeding the Packing
                  Credit Facility Limit provided by Packing Credit Creditors to
                  the Borrower under the terms and conditions of this Agreement,
                  in the minimum amount of Baht 150,000,000 (One Hundred and
                  Fifty Million Baht) and in the maximum amount of Baht
                  300,000,000 (Three Hundred Million Baht) depend on the
                  utilization of the Additional Short Term Working Capital
                  Facility of the Borrower.

            (2)   Additional Short Term Working Capital Facility in Baht
                  provided by Packing Credit Creditors to the Borrower under the
                  terms and conditions of this Agreement provided that the
                  Borrower may not utilize the Additional Short Term Working
                  Capital Facility at any time exceeding Baht 150,000,000 (One
                  Hundred Fifty Million Baht) and each Packing Credit Creditor
                  will not provide the Additional Short term Working Capital
                  Facility in the amount exceeding Baht 75,000,000 (Seventy Five
                  Million Baht).

2.4   Clause 2.2.1 (Long Term Facility) of the Credit Facilities Agreement shall
      be repealed and replaced to read as follows:

      "2.2.1 Long Term Facility

            Former Long Term Facility: The Borrower shall use the Former Long
            Term Facility under Clause 2.1.1 (1) for the payment of expenses
            related to the Project."

2.5   Clause 3.2.1(b) of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "(b)  The Borrower and the Guarantor (as the case may be) are in
            compliance with the conditions precedent as specified in Clause 3.1
            and/or 3.3 (as the case may be) completely and/or being waived in
            writing by the Facility Agent;"

2.6   Clause 3.2.3 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

                  "3.2.3 Documents which are conditions precedent for each
            utilization of the Packing Credit Facility


                                  Page 5 of 18
<PAGE>

            (a)   Before the utilization of each Packing Credit Facility
                  pursuant to Clause 2.1.2 (a) and 2.1.2 (b)(1), each Packing
                  Credit Creditor will receive the Documents for the Utilization
                  of Packing Credit Facility and Promissory Note which is duly
                  signed by the Authorized Director of the Borrower and proper
                  stamp duties have already been affixed."

            (b)   Before the utilization of each Additional Short Term Working
                  Capital Facility pursuant to Clause 2.1.2(b)(2), each Packing
                  Credit Creditor will receive the Documents for the Utilization
                  of Additional Short Term Working Capital Facility and
                  Promissory Note which is duly signed by the Authorized
                  Director of the Borrower and proper stamp duties have already
                  been affixed."

2.7   The following terms shall be inserted as Clause 3.3 of the Credit
      Facilities Agreement:

      "3.3  Additional Conditions Precedent for the Additional Short Term
            Working Capital Facility

            In addition to other conditions precedent specified in Clause 3.1
            and 3.2, the Packing Credit Creditors are bound to provide the
            Additional Short Term Working Capital Facility to the Borrower under
            this Agreement when the Facility Agent receives an evidence of
            acknowledge receipt of the letter which issued by the Borrower
            informing the amount of Debt outstanding to the Creditors from U.S.
            Bank and Wells Fargo Bank in the form and substance acceptable to
            the Creditors no later than one (1)Banking Days before the first
            Utilization Date of the Additional Short Term Working Capital
            Facility or if the Facility Agent has waived the condition precedent
            under this sub-clause in writing before or on such first Utilization
            Date of the Additional Short Term Facility."

2.8   Clause 4.1.1 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "4.1.1 Subject to the terms of Clause 3.1 and Clause 3.2 and other terms
             and conditions specified in this Agreement or the Transaction
             Documents, the Borrower may utilize the Former Long Term Facility
             pursuant to Clause 2.1.1 on any Banking Days during the
             Availability Period for Long Term Facility."

2.9   Clause 4.1.2 (c) of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

                  "(c) Subject to the conditions of Clause 2.1.1, the Borrower
            is entitled to drawdown Former Long Term Facility for the aggregate
            amount of Baht 590,000,000 (Five Hundred Ninety Million Baht)"

2.10  Clause 4.1.2 (d) of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

                  "(d) In case the Borrower has drawndown Former Long Term
            Facility pursuant to Clause 2.1.1 in full during the Availability
            Period for Long Term Facility , the Borrower is not entitled to
            drawdown such amount again."

2.11  Clause 4.2.1 and 4.2.2 of the Credit Facilities Agreement shall be
      repealed and replaced to read as follows:


                                  Page 6 of 18
<PAGE>

      "4.2.1(a)   Subject to Clauses 3.1 and 3.2 and other conditions specified
                  in this Agreement or the Transaction Documents, on any Banking
                  Days during the Availability Period for Packing Credit
                  Facility, the Borrower is entitled to utilize the Packing
                  Credit Facility pursuant to Clause 2.1.2(a) and 2.1.2(b)(1) in
                  Baht and/or in other foreign currency which is equivalent to
                  Baht acceptable by each of the Packing Credit Creditor but not
                  exceeding the Facility Limit of each Packing Credit Creditor.

            (b)   Subject to Clauses 3.1, 3.2 and 3.3 and other conditions
                  specified in this Agreement or the Transaction Documents, on
                  any Banking Days during the Availability Period for Additional
                  Short Term Working Capital Facility, the Borrower is entitled
                  to utilize the Additional Short Term Working Capital Facility
                  in Baht provided that the amount of Additional Short Term
                  Working Capital Facility at any time shall not exceed Baht
                  150,000,000 (One Hundred Fifty Million Baht) and each Packing
                  Credit Creditor will not provide the Additional Short Term
                  Working Capital Facility in the amount exceeding Baht
                  75,000,000 (Seventy Five Million Baht).

                  4.2.2 For the utilization of the Packing Credit Facility under
            Clause 2.1.2 (a) and 2.1.2(b)(1) from each Packing Credit Creditor,
            the Borrower shall execute the Documents for the Utilization of
            Packing Credit Facility for such Packing Credit Creditor no later
            than two (2) Banking Days before the Utilization Date for Packing
            Credit Facility under Clause 2.1.2 (a) and 2.1.2(b)(1) and shall
            deliver a Receipt to each Packing Credit Creditor on each
            Utilization Date for Packing Credit Facility under Clause 2.1.2 (a)
            and 2.1.2(b)(1) obtained from such Packing Credit Creditor.2.12 The
            following terms shall be inserted as Clause 4.5 of the Credit
            Facilities Agreement:

                  "4.5 Utilization of Additional Short Term Working Capital
            Facility

            4.5.1 Subject to Clauses 3.1, 3.2 and 3.3 and other conditions
      specified in this Agreement or the Transaction Documents, on any Banking
      Days during the Availability Period for Additional Short Term Working
      Capital Facility, the Borrower is entitled to utilize the Additional Short
      Term Working Capital Facility in Baht by executing the Documents for the
      Utilization of Additional Short Term Working Capital Facility to each
      Packing Credit Creditor no later than two (2) Banking Days before that
      Utilization date for the Additional Short Term Working Capital Facility
      and shall deliver a Receipt to each Packing Credit Creditor on each
      Utilization Date for Additional Short Term Working Capital Facility
      obtained from the relevant Packing Credit Creditor.

            4.5.2 The maximum amount the Borrower is entitled to utilize the
      Additional Short Term Working Capital Facility from the Packing Credit
      Creditors under this Agreement at any time shall not exceed Baht
      150,000,000 (One Hundred and Fifty Million Baht) and each Packing Credit
      Creditor will not provide the Additional Short Term Working Capital
      Facility in the amount exceeding Baht 75,000,000 (Seventy Five Million
      Baht).

            4.5.3 The maturity of each Additional Short Term Working Capital
      Facility will not exceed ninety (90) days from the Utilization Date and in
      any case shall not exceed the Availability Period for Additional Short
      Term Working Capital Facility unless the Packing Credit Creditors will
      agree otherwise.

            4.5.4 The Borrower will issue and deliver Promissory Note to the
      Packing Credit Creditor as specified by such Packing Credit Creditor in
      relation to the utilization of Additional Short Term Working Capital
      Facility in compliance with the conditions specified by that Packing
      Credit Creditor and/or the conditions specified in the Documents for the
      Utilization of Additional Short Term Working Capital Facility.

            4.5.5 The utilization of Additional Short Term Working Capital
      Facility must be renewed on a yearly basis in accordance with the
      conditions specified by each Packing Credit Creditor and/or the


                                  Page 7 of 18
<PAGE>

      conditions specified in the Documents for the Utilization of Additional
      Short Term Working Capital Facility.

            4.5.6 Subject to the conditions of Clause 4.5.2, for any amount
      drawndown by the Borrower under the Additional Short Term Working Capital
      Facility that has been repaid by the Borrower, the Borrower is entitled to
      drawdown such amount again under the terms set forth by each Packing
      Credit Creditor and/or the terms specified in the Documents for the
      Utilization of Additional Short Term Working Capital Facility."

      2.13  Clause 5.1 of the Credit Facilities Agreement shall be repealed and
            replaced to read as follows:

      "5.1  Former Long Term Facility

      5.1.1 Front End Fee for the Former Long Term Facility

            Within seven (7) days from the Effective Date of this Agreement, the
            Borrower will pay the front end fee for the Former Long Term
            Facility to IFCT for the amount of Baht 1,500,000 (One Million Five
            Hundred Thousand Baht) and to the Bank of Ayudhya for the amount of
            Baht 1,450,000 (One Million Four Hundred Fifty Thousand) by using
            bank checks of the commercial bank which has its head office or
            branches in Bangkok Metropolis and payable in the name of IFCT or
            Bank of Ayudhya.

      5.1.2 Interest for the Former Long Term Facility

            The interest rate for the Loan in relation to the Former Long Term
            Facility will be calculated as an annual rate specified by the
            Facility Agent on the date of first drawdown date and on the date
            the interest for the Former Long Term Facility has changed at the
            following rate:

            (1)   From the first drawdown date until 23 April 2003 at the rate
                  of seven (7) percent per annum.

            (2)   From 24 April 2003 until 31 December 2005 at the rate equal to
                  Average MLR per annum.

            For each Interest Period, the Borrower will pay interest for the
            Loan under the Former Long Term Facility in compliance with the
            conditions in this Agreement to each Long Term Creditor directly
            pursuant to the Proportion of Debt under the Former Long Term
            Facility by payment within 10:00 a.m. (Bangkok time) on the last
            Banking Day of each month under the calendar year.

2.14  Clause 5.2 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "5.2  Packing Credit Facility

                  (a) The interest rate for the Loan under Packing Credit
            Facility under Clause 2.1.2 (a) and 2.1.2 (b)(1) will be calculated
            on an annual basis specified by the Facility Agent as Market Rate.

            For each Interest Period, the Borrower will pay such interest in
            compliance with the conditions specified by each Packing Credit
            Creditor in the Documents for the Utilization of Packing Credit
            Facility of such Packing Credit Creditor. In case those documents do
            not specify any specific condition on this, the Borrower will pay
            interest on the last Banking Day of each month under the calendar
            year.

      (b)   Interest for the Additional Short Term Working Capital Facility


                                  Page 8 of 18
<PAGE>

            In relation to the Additional Short Term Working Capital Facility
            provided by each Packing Credit Creditor, the interest rate for Loan
            will be at the rate equal to Average MLR minus one per cent (MLR-1%)
            per annum. For each Interest Period, the Borrower will pay interest
            on the last Banking Day of each month under the calendar year and in
            compliance with the conditions specified by each Packing Credit
            Creditor in the Documents for the Utilization of Additional Short
            Term Working Capital Facility of such Packing Credit Creditor."

2.15  Clause 6.1 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "6.1  Former Long Term Facility

            6.1.1 The Borrower shall repay the Loan under the Former Long Term
                  Facility to each Long Term Creditor on the last Banking Day of
                  March, June, September and December (for the total 18
                  installments) in accordance with Repayment Schedule commencing
                  from 30 September 2001 onwards.

            6.1.2 Before 10.00 a.m on each Repayment Date, the Borrower will
                  repay the Loan to the Facility Agent for the benefit of the
                  Long Term Creditors in accordance with the condition of Clause
                  6.1.1 and in compliance with the Repayment Schedule. In case
                  the Borrower does not utilize the whole amount of Former Long
                  Term Facility, the amount of Loan to be repaid by the Borrower
                  on each Repayment Date will be reduced in the inverse order of
                  maturity.

            6.1.3 After the Borrower has repaid the Loan, the Borrower may not
                  utilize such repayment amount again.

            6.1.4 The Borrower is entitled to prepay the Loan in relation to the
                  Former Long Term Facility in whole or in part on any Interest
                  Payment Date before the Repayment Schedule in compliance with
                  the following conditions:

                  (a)   The Borrower has delivered the notice in writing
                        specifying the intention to prepay the Loan by
                        specifying the amount to be prepaid and the date of such
                        prepayment to the Facility Agent in advance no later
                        than thirty (30) Banking Days;

                  (b)   Subject to Clause 7.1, the amount to be partially
                        prepaid will be in the amount of not less than 5,000,000
                        Baht (Five Million Baht) or the integral multiple of
                        5,000,000 Baht (Five Million Baht);

                  (c)   The Borrower shall prepay the Loan together with
                        interest calculated until the date of such prepayment
                        and any other amount which is due and payable under this
                        Agreement;

                  (d)   The amount prepaid will firstly be used to pay the
                        expenses which are due under this Agreement. After that
                        it will be used to pay the fees and interest which are
                        due and payable and the Loan in the inverse order of
                        maturity;

                  (e)   On each Prepayment Date, the Borrower agrees to pay the
                        prepayment fee equal to two percent (2%) of the amount
                        prepaid to the Facility Agent for the benefit of the
                        Long Term Creditors in compliance with their Proportion
                        of Debt in relation to the Former Long Term Facility
                        except in the case where the prepayment money is
                        obtained from the operation of the Borrower's business
                        or from the


                                  Page 9 of 18
<PAGE>

                        capital increase of the Borrower; in which case the
                        Borrower shall not be responsible to pay the prepayment
                        fee.

            6.1.5 Any notices of prepayment given by the Borrower shall be
                  irrevocable and the Borrower shall be bound to make the
                  prepayment in accordance with such notice.

            6.1.6 Except as otherwise clearly mentioned in this Agreement, the
                  Borrower is not entitled to prepay any or all part of the
                  Loan. The Loan which is prepaid shall not be available for
                  further drawdown."

2.16  Clause 6.2 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "6.2  Repayment of Packing Credit Facility and Working Capital Facility

            The Borrower shall comply with all the conditions specified in the
            Documents for the Utilization of Packing Credit Facility, Documents
            for the Utilization of Overdraft Facility, Documents for the
            Utilization of Short Term Working Capital Facility and Documents for
            the Utilization of Additional Short Term Working Capital Facility or
            other relevant documents or agreements and shall reduce Packing
            Credit Facility and all types of Working Capital Facility to zero
            upon the expiry of Availability Period for Packing Credit Facility,
            the Availability Period for Working Capital Facility or the
            Availability Period for Additional Short Term Working Capital
            Facility (as the case may be)."

2.17  Clause 7.1 of the Credit Facilities Agreement shall be repealed and
      replaced to read as follows:

      "7.1  Except as otherwise expressly provided under this Agreement, on each
            day on which any sum is due under this Agreement, the Borrower shall
            make payment to the Creditors in Baht (or in other foreign currency
            (in some cases) for the Packing Credit Facility) which may be
            utilized immediately within that day within 10.00 a.m. Bangkok time
            by, for the case of Former Long Term Facility, payment to the
            Facility Agent for the benefit of the Creditors or payment directly
            to each Creditor in accordance with their Proportion of Debt for
            Former Long Term Facility and for the other types of Facilities, by
            direct payments to the Creditors for such Facilities.

            For Packing Credit Facility which is denominated in other foreign
            currency other than Baht, the Borrower hereby irrevocably waives any
            rights it may have under Section 196 of the Civil and Commercial
            Code of Thailand (or any modification or re-enactment thereof for
            the time being in force) to make payment under the Packing Credit
            Facility in Baht and shall make payment to the Packing Credit
            Creditors under the terms and conditions specified in the Documents
            for the Utilization of Packing Credit Facility."

2.18  The following terms shall be inserted as Clause 11.1.17 of the Credit
      Facilities Agreement:

      "The Borrower shall maintain the proportion of Return on Assets subject to
      the Consolidated Pre-Tax Income of Innovex Inc. at the following
      percentages:

      (a)   If the Consolidated Pre-Tax Income of Innovex Inc. is less than
            US$5,000,000 (Five Million United States Dollars), the Borrower
            shall maintain its Return on Assets in such financial year equal to
            six (6) per cent;

      (b)   If the Consolidated Pre-Tax Income of Innovex Inc. is equal to or
            exceeding US$ 5,000,000 (Five Million United States Dollars) but
            less than US$7,000,000 (Seven Million United States Dollars), the
            Borrower shall maintain its Return on Assets in such financial year
            equal to seven (7) per cent;


                                  Page 10 of 18
<PAGE>

      (c)   If the Consolidated Pre-Tax Income of Innovex Inc. is equal to or
            exceeding US$ 7,000,000 (Seven Million United States Dollars) but
            less than US$9,000,000 (Nine Million United States Dollars), the
            Borrower shall maintain its Return on Assets in such financial year
            equal to eight (8) per cent; and

      (d)   If the Consolidated Pre-Tax Income of Innovex Inc. is equal to or
            exceeding US$9,000,000 (Nine Million United States Dollars), the
            Borrower shall maintain its Return on Assets in such financial year
            equal to nine (9) per cent;

      The Borrower shall maintain the proportion of its Return on Assets
      specified under this Clause at the end of each six (6) months period of
      each financial year by considering the Consolidated Pre-Tax Income of
      Innovex Inc. relevant to such period. The Borrower shall maintain the
      proportion of its Return on Assets not less than half of the above
      percentages at the end of the first six (6) months period of each
      financial year and shall maintain the proportion of its Return on Assets
      in full at the end of each financial year."

2.19  Attachment 1((Details of the Facilities and the Creditors) of the Credit
      Facilities Agreement shall be repealed and replaced to read as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Category of the Facilities           Creditors           Facility Limit     Commitment Percentage
-------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                      <C>
Former Long Term Facility            IFCT                300,000,000                 30/59
                                     Bank of Ayudhya     290,000,000                 29/59
-------------------------------------------------------------------------------------------------
New Long Term Facility               IFCT                110,000,000                 1 / 2
                                     Bank of Ayudhya     110,000,000                 1 / 2
-------------------------------------------------------------------------------------------------
Packing Credit Facility              IFCT                480,000,000              48/8335/83
                                     Bank of Ayudhya     350,000,000
-------------------------------------------------------------------------------------------------
Overdraft Facility                   Bank of Ayudhya      10,000,000                  1/8
-------------------------------------------------------------------------------------------------
Short Term Working Capital           IFCT                 70,000,000                  7/8
Facility
-------------------------------------------------------------------------------------------------
</TABLE>

3.    Provisions on New Long Term Facility

The Borrower, the Facility Agent, the Security Agent and the Creditors agree as
follows:

3.1   New Long Term Facility

3.1.1 New Long Term Facility: the Baht loan facility provided by the Long Term
      Creditors to the Borrower under the terms and conditions of this Agreement
      for the aggregate amount of not exceeding Baht 220,000,000 (Two Hundred
      and Twenty Million Baht).

3.1.2 The Borrower shall use the New Long Term Facility under Clause 3.1.1 of
      this Agreement for the payment of seventy (70) per cent of its capital
      investments made since May 2001 and to be invested in the Project and/or
      the expansion of the Project within 30 December 2003.

3.1.3 The fact that, for whatsoever reason, the New Long Term Facility or any
      part thereof is not fully utilized by the Borrower or is unavailable to
      the Borrower shall neither affect nor impair the liabilities of the
      Borrower to perform any and all of its obligations under this Agreement in
      full nor impose any obligation on any Long Term Creditor to provide the
      Borrower any New Long Term Facility other than the Commitment Percentage
      of each Long Term Creditor for the New Long Term Facility as specified in
      this Agreement.


                                 Page 11 of 18
<PAGE>

3.1.4 Failure by a Long Term Creditor to perform its obligation under this
      Clause 3 shall not release other Creditor, Facility Agent, Security Agent
      or the Borrower from their respective obligations under this Agreement nor
      shall any Creditor, Security Agent or Facility Agent be liable in any
      respect for the failure of such Long Term Creditor to perform its
      obligation under this Clause 3 of this Agreement. In the event of any
      circumstance as specified above has happened, other Creditors will arrange
      the consultation with the Borrower immediately to find a possible remedy
      for such circumstance.

3.2   General Conditions Precedent

      The terms and conditions of Clause 3.1 (General Conditions Precedent) and
      3.2 (Conditions Precedent for the Utilization of Long Term Facility,
      Packing Credit Facility and Working Capital Facility) of the Credit
      Facilities Agreement shall be applied as applicable to the utilization of
      the New Long Term Facility.

3.3   Additional Conditions Precedent for the New Long Term Facility

      In addition to other conditions precedent specified in Clause 3.1 and 3.2
      of the Credit Facilities Agreement, the Long Term Creditors are bound to
      provide the New Long Term Facility to the Borrower under this Agreement
      when the Facility Agent is of the opinion that the Borrower and the
      Guarantor have fulfilled the following conditions precedent completely no
      later than five (5) Banking Days before the first Utilization Date of the
      New Long Term Facility or if the Facility Agent has waived any condition
      precedent in writing before or on such first Utilization Date of the New
      Long Term Facility:

      (a)   The Borrower, the Security Keeper, the Security Agent and the
            Creditors executed the Second Equipment Pledge Agreement and deliver
            the Second Equipment Pledge Agreement to the Security Agent
            including undertaking all actions as required under the terms and
            conditions of the Second Equipment Pledge Agreement for the
            enforceability of such agreement in the form and substance
            satisfactory to the Security Agent;

      (b)   The Guarantor executed the Second Guarantee Agreement and in the
            case that the Second Guarantee Agreement is not executed in
            Thailand, such agreement shall be duly notarized by the notary
            public and authenticated by the Thai Embassy or Consul in the form
            and substance acceptable to the Creditors;

      (c)   The Guarantor has obtained the legal opinion from the law firm
            acceptable to the Creditors on the legality and enforceability of
            the Second Guarantee Agreement in the form and substances acceptable
            to the Creditors;

      (d)   The Borrower has arranged for the Creditors to be the beneficiary
            under the insurance policies pursuant to the terms as indicated in
            Clause 11.2.1 of the Credit Facilities Agreement; and

      (e)   The Facility Agent receives an evidence of acknowledge receipt of
            the letter which issued by the Borrower informing the amount of Debt
            outstanding to the Creditors from U.S. Bank and Wells Fargo Bank in
            the form and substance acceptable to the Creditors.

3.4   Utilization of New Long Term Facility

3.4.1 Subject to the terms of Clauses 3.1 and 3.2 of the Credit Facilities
      Agreement and Clause 3.3 of the Second Supplemental Agreement to Credit
      Facilities Agreement and other terms and conditions specified in this
      Agreement or the Transaction Documents, the Borrower may utilize the New
      Long Term Facility pursuant to Clause 3.1.1 of the Second Supplemental
      Agreement to Credit Facilities Agreement on any Banking Days during the
      Availability Period for New Long Term Facility.


                                 Page 12 of 18
<PAGE>

                  3.4.2 Each drawdown of the New Long Term Facility will be in
            compliance with the following conditions:

                        (a) The Facility Agent has received a Notice of Drawdown
                  from the Borrower no later than three (3) Banking Days prior
                  to the date of such drawdown;

                        (b) The Borrower shall deliver Receipt to the Facility
                  Agent on each Utilization Date of the New Long Term Facility
                  by delivering:

                  (1) Receipt specifying the total amount for such drawdown;

                  (2) Receipt specifying the amount that each Long Term Creditor
            provided to the Borrower under the Commitment Percentage of the New
            Long Term Facility for each Long Term Creditor.

3.4.3 Subject to Clause 3.1.1 of the Second Supplemental Agreement to Credit
      Facilities Agreement, the Borrower is entitled to drawdown the New Long
      Term Facility for the aggregate amount of Baht 220,000,000 (Two Hundred
      and Twenty Million Baht).

3.4.4 In case the Borrower has drawndown the New Long Term Facility pursuant to
      Clause 3.1.1 of the Second Supplemental Agreement to Credit Facilities
      Agreement in full during the Availability Period for New Long Term
      Facility, the Borrower is not entitled to drawdown such amount again.

3.4.5 A Notice of Drawdown issued by the Borrower shall be irrevocably binding
      on the Borrower to act in compliance with such notice.

3.4.6 In case the Borrower issues a Notice of Drawdown to the Facility Agent and
      there is no drawdown on the date specified as Utilization Date for New
      Long Term Facility due to the reason that the Borrower fails to drawdown
      or the reason that the Borrower fails to comply with any conditions
      specified in Clause 3.3 of the Second Supplemental Agreement to Credit
      Facilities Agreement in full, the Borrower will pay the money to the Long
      Term Creditor upon request to remedy the damage, loss and expenses as a
      result of the failure to drawdown on such date including the loss,
      interest margin, costs and expenses incurred from the reallocation of the
      amount prepared for the providing of such New Long Term Facility to the
      Borrower.

3.4.7 Payment of Loan by the Long Term Creditors

      Subject to the terms and conditions of this Agreement, for each drawdown
      of New Long Term Facility, the Facility Agent will issue the Notice of
      Commitment Percentage to inform each Long Term Creditor of the amount of
      money that such Long Term Creditor has to provide to the Borrower in
      compliance with the Commitment Percentage of such Long Term Creditor for
      the New Long Term Facility no later than two (2) Banking Days prior to the
      Utilization Date of New Long Term Facility and within 10.00 a.m of the
      Utilization Date of New Long Term Facility that the Borrower is allowed to
      drawdown the New Long Term Facility, each Long Term Creditor will deliver
      the amount specified by the Facility Agent by transferring the money to
      the Borrower's account (in which case the Long Term Creditor will deliver
      copy of the transfer slip to the Facility Agent within the Utilization
      Date of the New Long Term Facility) or deliver cashier's cheque under the
      name of the Borrower dated the Utilization Date of New Long Term Facillity
      to the Facility Agent for deposit in the Borrower's account.

      The parties clearly agree that the Borrower will be deemed to receive the
      Loan when each Long Term Creditor has delivered the amount of money in
      accordance with the Commitment Percentage of the New Long Term Facility to
      the account of the Borrower or delivered the cashier's cheque in the name
      of the Borrower dated the Utilization Date of New Long Term Facility to
      the Facility Agent which has deposited such funds in the Borrower's
      account in compliance with the condition of this Clause.


                                 Page 13 of 18
<PAGE>

3.5   Fees and Interest for the New Long Term Facility

3.5.1 Front End Fee for the New Long Term Facility

      Within seven (7) days from the Effective Date of the Second Supplemental
      Agreement, the Borrower will pay the front end fee for the New Long Term
      Facility at the rate of zero point five (0.5) per cent of the principal
      amount of the New Long Term Facility in the amount of Baht 220,000,000
      (Two Hundred and Twenty Million Baht) which is equivalent to Baht
      1,100,000 (One Million One Hundred Thousand Baht) to each Long Term
      Creditor pro rata and payment of such front end fee shall be made in the
      form of bank checks of the commercial bank which has its head office or
      branches in Bangkok Metropolis.

3.5.2 Commitment Fee for the New Long Term Facility

      During the Availability Period for New Long Term Facility, the Borrower
      will be subjected to the commitment fee at the rate of zero point five
      (0.5) per cent of unutilized amount if, by the end of each quarter, the
      Borrower utilizes the New Long Term Facility less than the accumulated
      Utilization Amount indicated below:

                  (a) From the Effective Date of the Second Supplemental
            Agreement until the last Banking Day of March 2003, the accumulated
            Utilization Amount of Baht 80,000,000 (Eighty Million Baht);

                  (b) On the last Banking Day of June 2003, the accumulated
            Utilization Amount of Baht 116,000,000 (One Hundred and Sixteen
            Million Baht);

                  (c) On the last Banking Day of September 2003, the accumulated
            Utilization Amount of Baht 160,000,000 (One Hundred and Sixty
            Million Baht); and

                  (d) On the last Banking Day of December 2003, the accumulated
            Utilization Amount of Baht 220,000,000 (Two Hundred and Twenty
            Million Baht).

      The commitment fee shall be payable to each Long Term Creditor pursuant to
      its Proportion of Debt in arrears on the last Banking Day of each quarter,
      which end in March, June, September and December of each year, beginning
      on the Effective Date of the Second Supplemental Agreement until the last
      day of the Availability Period for New Long Term Facility and the last
      payment of commitment fee shall be made on the last Banking Day of the
      Availability Period for New Long Term Facility and payment of such
      commitment fee shall be made in the form of bank checks of the commercial
      bank which has its head office or branches in Bangkok Metropolis.

3.5.3 Interest for the New Long Term Facility

      The interest rate for the Loan in relation to the New Long Term Facility
      will be calculated as an annual rate specified by the Facility Agent on
      the date of first drawdown of the New Long Term Facility and on the date
      the interest for the New Long Term Facility has changed at the following
      rate:

                  (1) Within one (1) year from the Effective Date of the Second
            Supplemental Agreement at the rate of six (6) per cent per annum;
            and

                  (2) From the date immediately after one (1) year from the
            Effective Date of the Second Supplemental Agreement at the rate
            equal to Average MLR per annum.

      For each Interest Period, the Borrower will pay interest for the Loan
      under the New Long Term Facility in compliance with the conditions in this
      Agreement to each Long Term Creditor directly pursuant to the Proportion
      of Debt under the New Long Term Facility by payment within 10:00 a.m.
      (Bangkok time) on the last Banking Day of each month under the calendar
      year.


                                 Page 14 of 18
<PAGE>

3.5.4 The Calculation of Interest for the New Long Term Facility

      Interest for the New Long Term Facility will be calculated on the basis of
      actual number of days elapsed and a year of 365 days.

3.6   Repayment of New Long Term Facility

3.6.1 The Borrower shall repay the Loan under the New Long Term Facility to each
      Long Term Creditor on the last Banking Day of March, June, September and
      December (for the total 16 installments) in accordance with the Repayment
      Schedule for New Long Term Facility commencing from the last Banking Day
      of March 2004 onwards.

3.6.2 Before 10.00 a.m on each Repayment Date for the New Long Term Facility,
      the Borrower will repay the Loan to each Long Term Creditor in accordance
      with the Proportion of Debt under the New Long Term Facility and condition
      of Clause 3.6.1 of the Second Supplemental Agreement to Credit Facilities
      Agreement and in compliance with the Repayment Schedule for New Long Term
      Facility. In case the Borrower does not utilize the whole amount of New
      Long Term Facility, the amount of Loan to be repaid by the Borrower on
      each Repayment Date for New Long Term Facility will be reduced in the
      inverse order of maturity.

3.6.3 After the Borrower has repaid the Loan under the New Long Term Facility,
      the Borrower may not utilize such repayment amount again.

3.6.4 The Borrower is entitled to prepay the Loan in relation to the New Long
      Term Facility in whole or in part on any Interest Payment Date before the
      Repayment Schedule for New Long Term Facility in compliance with the
      following conditions:

      (a)   The Borrower has delivered the notice in writing specifying the
            intention to prepay the Loan by specifying the amount to be prepaid
            and the date of such prepayment to the Facility Agent in advance no
            later than thirty (30) Banking Days;

      (b)   Subject to Clause 3.7.1 of the Second Supplemental Agreement to
            Credit Facilities Agreement, the amount to be partially prepaid will
            be in the amount of not less than 5,000,000 Baht (Five Million Baht)
            or the integral multiple of 5,000,000 Baht (Five Million Baht);

      (c)   The Borrower shall prepay the Loan under the New Long Term Facility
            together with interest calculated until the date of such prepayment
            and any other amount which is due and payable under this Agreement;

      (d)   The amount prepaid will firstly be used to pay the expenses which
            are due under this Agreement. After that it will be used to pay the
            fees and interest which are due and payable and the Loan under the
            New Facility Agreement in the inverse order of maturity;

      (e)   On each Prepayment Date, the Borrower agrees to pay the prepayment
            fee equal to two percent (2%) of the amount prepaid to the Facility
            Agent for the benefit of the Long Term Creditors in compliance with
            their Proportion of Debt in relation to the New Long Term Facility
            except in the case where the prepayment money is obtained from the
            operation of the Borrower's business or from the capital increase of
            the Borrower; in which case the Borrower shall not be responsible to
            pay the prepayment fee.

3.6.5 Any notices of prepayment given by the Borrower pursuant to the New Long
      Term Facility shall be irrevocable and the Borrower shall be bound to make
      the prepayment in accordance with such notice.

3.6.6 Except as otherwise clearly mentioned in this Agreement, the Borrower is
      not entitled to prepay any or all part of the Loan under the New Long Term
      Facility. The Loan which is prepaid shall not be available for further
      drawdown.


                                 Page 15 of 18
<PAGE>

3.7   Payment

3.7.1 Except as otherwise expressly provided under this Agreement, on each day
      on which any sum under the New Long Term Facility is due under this
      Agreement, the Borrower shall make payment to the Creditors in Baht which
      may be utilized immediately within that day within 10.00 a.m. Bangkok time
      to the Facility Agent for the benefit of the Long Term Creditors or
      payment directly to each Long Term Creditor in accordance with their
      Proportion of Debt for the New Long Term Facility pursuant to the terms
      and conditions of the Second Supplemental Agreement to Credit Facilities
      Agreement.

3.7.2 The Borrower shall promptly upon demand by the Facility Agent make or
      cause to make any evidence of debt to evidence the obligations of the
      Borrower under this Agreement.

3.7.3 The Borrower agrees to be bound as each Long Term Creditor records in its
      book of account and other records in the absence of manifest error.

3.7.4 Except as otherwise specified in this Agreement or the Transaction
      Documents, if any due date for payment under this Agreement is not on the
      Banking Day such payment shall be extended to the next succeeding Banking
      Day except in the case that the succeeding Banking Day is in the
      subsequent month in which case the due date for the payment shall be
      shortened to be on the last Banking Day of that month.

3.8   The Application of the Terms and Conditions under the Credit Facilities
      Agreement to the New Long Term Facility

      The terms and conditions under Clause 8 (The Facility Agent, the Security
      Agent, and the Creditors), Clause 9 (Change in Circumstances), Clause 10
      (Representations and Warranties), Clause 11 (Affirmative Covenants and
      Negative Covenants), Clause 12 (Event of Default), Clause 13 (Security),
      Clause 14 (Distribution of Security), Clause 15 (Indemnity), Clause 16
      (Expenses), Clause 17 (Notices), Clause 18 (Assignment), Clause 19 (Void
      Provision not Affecting Valid Provision), Clause 20 (Amendment or Waiver),
      Clause 21 (Set-Off), Clause 22 (Governing Laws) and Clause 23 (No Waiver)
      of the Credit Facilities Agreement shall be applied to the New Long Term
      Facility as appicable to the utilization of the New Long Term Facility.

4.    Continuity of Agreement

      Except as amended and supplemented under this Second Supplemental
      Agreement to Credit Facilities Agreement, all terms and conditions under
      the Credit Facilities Agreement, the Transaction Documents and any
      documents related to the Credit Facilities Agreement and the Transaction
      Documents (including the provisions on security) shall remain in full
      force and effect among the Borrower, the Facility Agent, the Security
      Agent and the Creditors and this Second Supplemental Agreement to Credit
      Facilities Agreement shall be deemed as an integral part of the Credit
      Facilities Agreement and the Transaction Documents. The provisions with
      respect to Representations and Warranties, Affirmative Covenants and
      Negative Covenants including Event of Default which must be performed or
      should not be performed as specified in the Credit Facilities Agreement,
      the Transaction Documents and any agreements related to the Credit
      Facilities Agreement and the Transaction Documents shall also apply to
      this Second Supplemental Agreement to Credit Facilities Agreement.

5.    The Effective Date of this Second Supplemental Agreement to Credit
      Facilities Agreement

      This Second Supplemental Agreement to Credit Facilities Agreement shall be
      effective as from the Effective Date of the Second Supplemental Agreement
      as written above.


                                 Page 16 of 18
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date specified above.

THE BORROWER:
INNOVEX (THAILAND) LIMITED


________________________________________

THE SECURITY AGENT:
THE INDUSTRIAL FINANCE CORPORATION OF THAILAND


________________________________________

THE FACILITY AGENT:
BANK OF AYUDHYA PUBLIC COMPANY LIMITED


________________________________________

THE CREDITORS:
THE INDUSTRIAL FINANCE CORPORATION OF THAILAND


________________________________________

BANK OF AYUDHYA PUBLIC COMPANY LIMITED


________________________________________

WITNESS:


________________________________________

WITNESS:


________________________________________

                                 Page 17 of 18
<PAGE>

                                                                    Attachment 1

Repayment Schedule for New Long Term Facility

--------------------------------------------------------------------------------
   No.    Repayment Date for       Amount of    Portion of IFCT  Portion of Bank
             New Long Term         Repayment                       of Ayudhya
               Facility              (Baht)
         (last Banking Day of
              each month)
--------------------------------------------------------------------------------
    1       March 2004             10,000,000      5,000,000       5,000,000
--------------------------------------------------------------------------------
    2.      June 2004              10,000,000      5,000,000       5,000,000
--------------------------------------------------------------------------------
    3.      September 2004         10,000,000      5,000,000       5,000,000
--------------------------------------------------------------------------------
    4       December 2004          10,000,000      5,000,000       5,000,000
--------------------------------------------------------------------------------
    5       March 2005             12,500,000      6,250,000       6,250,000
--------------------------------------------------------------------------------
    6       June 2005              12,500,000      6,250,000       6,250,000
--------------------------------------------------------------------------------
    7       September 2005         12,500,000      6,250,000       6,250,000
--------------------------------------------------------------------------------
    8       December 2005          12,500,000      6,250,000       6,250,000
--------------------------------------------------------------------------------
    9       March 2006             15,000,000      7,500,000       7,500,000
--------------------------------------------------------------------------------
   10       June 2006              15,000,000      7,500,000       7,500,000
--------------------------------------------------------------------------------
   11       September 2006         15,000,000      7,500,000       7,500,000
--------------------------------------------------------------------------------
   12       December 2006          15,000,000      7,500,000       7,500,000
--------------------------------------------------------------------------------
   13       March 2007             17,500,000      8,750,000       8,750,000
--------------------------------------------------------------------------------
   14       June 2007              17,500,000      8,750,000       8,750,000
--------------------------------------------------------------------------------
   15       September 2007         17,500,000      8,750,000       8,750,000
--------------------------------------------------------------------------------
   16       December 2007          17,500,000      8,750,000       8,750,000
--------------------------------------------------------------------------------


                                 Page 18 of 18


</TEXT>
</DOCUMENT>
