NEWSTATE CAPITAL CO., LTD.




                          PRIVATE PLACEMENT SERIES #22





                             UNDERWRITING AGREEMENT



<PAGE>


         NewState  Capital  Co.,  Ltd.  (hereinafter  referred  to as the "first
party") hereby issues its corporate bonds Series #22 following the resolution of
its board of directors on December 28, 1998 in the total offering amount of five
Billion Won  (hereinafter  referred to as the " Issue") and the  underwriters to
underwrite the Issue pursuant to the terms and conditions as set forth below :

Article 1 (Underwriting the Entire Issue)
-----------------------------------------

           The first party  retains the second  party to  underwrite  the entire
issue of the following corporate bonds and the second party accepts same :

-          Second party : Daeyoo Regent Securities Co., Ltd.
-          Amount of the Entire Issue : Five Billion won

Article 2 (Terms and Conditions of Issue)
-----------------------------------------

(1) The terms and conditions of the Issue shall be as follows:

(i)      Issuer : NewState Capital Co., Ltd.

(ii)     Total amount of capital,  reserve and surplus : 2,287,084,439 Won as of
         Mar 31, 1998 10 times of the above amount :22,870,844,390 Won

(iii)    Name of the issue : Newstate  Capital Co., Ltd.  Corporate bonds Series
         #22

(iv)     Classification  of  the  Issue  :  Bearer,   interest  bearing  private
         placement  bonds issued under  Articles 47 and 48 of the Loan  Business
         Law.

(v)      Method of issue : the Issue shall be registered in package and separate
         bond certificates will not be issued.

(vi)     Total amount of the Issue : Five billion won.

(vii)      Class : One class of one hundred million Won certificates.

(viii)   Prohibition  of splitting and combining : Splitting or combining of the
         Issue is not permitted.

(ix)     Offering amount : 100% of the face amount

(x)      Interest rate : 10.50% p.a from the issue date

(xi)     Method and time of  redemption :  Installment  repayment of 15% each of
         the  principal on December 29, 1999,  June 29, 2000,  December 29, 2000
         and the entire  balance on June 29, 2001 (the next  business day if the
         due date is a bank holiday)

(xii)    Interest  payment : Interest  shall be paid every six months  until the
         day before the  redemption  date on June 29,  1999,  December 29, 1999,
         June 19, 2000,  December 29, 2000 and June 29, 2001. However, if any of
         the above dates falls on a bank  holiday,  interest will be paid on the
         next business day.

(xiii)   Overdue  interest  : In the  event  the  aforementioned  redemption  or
         interest  payment  is not made on the due dates,  the issuer  shall pay
         late  charges  from the due date to the actual  payment at the  maximum
         rate fixed by the Bank of Korea (in the  absence  thereof,  the maximum
         rate fixed by a commercial  bank chartered  under the Banking Law which
         has its main office in Seoul).

(xiv)    Place of  redemption  and interest  payment : Seocho  branch and branch
         offices at each province capital of the Fisheries Cooperative.

(2) Sales of Issue

(i)      Date of sale : December 29, 1998

(ii)     Subscription payment date : December 29, 1998

(iii)    Issue date : December 29, 1998

(iv)     Place  of  subscription  payment  :  Seocho  branch  of  the  Fisheries
         Cooperative.

(v)      Others ;

         (a)      Interest shall begin to accrue from December 29, 1998.

         (b)      The  form  of the  certificate  of  registration  shall  be as
                  established by the registrar.

Article 3 (Application for Registration)
----------------------------------------

           The Second party shall prepare  application form and two certificates
of specimen of seal and shall apply for the  registration  with the registrar on
the subscription payment date. If it is a package registration application under
Article  174  (5) of  the  Securities  Exchange  Law,  the  second  party  shall
application  so that the first  party may supply the  necessary  information  to
Korea Securities Depositary.

Article 4 (Resale of Bonds)
---------------------------

           The second  party may resell the Issue to a third  party  without the
first party's consent before the redemption date.  However,  resale shall not be
made to more than 50 purchasers within any given year.

Article 5 (Obligations to Pay Principal and Interest)
-----------------------------------------------------

(1) The first party shall be wholly  responsible  for payment of  principal  and
interest on the Issue.

(2) The  first  party  shall be  responsible  for late  charges  as set forth in
article 2(1) (xiv).

Article 6 (delivery of Note)
----------------------------

(1) In  order to  secure  the  payment  of the  principal,  interest  and  other
expenses,  the first party  agrees to deliver to the second  party a  promissory
note to be  payable to a bank with blank  amount  and  payment  date in the form
approved by the second party together with duly executed  authorization  to fill
out the blanks.

(2) The first  party  agrees to prepare  and  deliver  to the second  party duly
executed  authorization  authorizing  the second party to fill out the blanks in
the form and contents acceptable by the second party.  Further,  the first party
agrees to deliver the same blank note and authorization as the first ones to the
second when requested by the second party.

Article 7 (Other Responsibilities)
----------------------------------

(1)  Regardless  of the  provisions  of Article 47 of the Loan Business Law, the
first party agrees to  indemnify  and hold the second  party  harmless  form and
against  any and all claims or  damages  that may arise in  connection  with the
issuing of the Issue.

(2) The first party shall be wholly responsible for any default on any provision
hereof.

Article 8 (Commission)
----------------------

           The first  party  agrees to pay the second  party  commission  in the
amount of 5 million Won  corresponding  10 10,000ths of 5 billion Won in cash on
the day after the subscription payment date of this Issue.

Article 9 (Special Provisions)
------------------------------

           The first party agrees to promptly  notify the second party of any of
the following  events  occurring after the completion of sale of the Issue until
the redemption date ;

(i) Dishonor of the first  party's  notes or checks or  suspension  of the first
party's bank transaction.

(ii) Suspension or change of the whole or part of the first party's business.

(iii) Change of the object of the first party's business.

(iv) Serious loss by the first party due to fire, etc.

(v) Attempt for merger or acquisition by the first party.

(vi)  Commencement  of  revaluation  of assets and report of  revaluation by the
first party pursuant to Revaluation of assets Law.

(vii)  Investment of more than 5% of the capital of the first party into another
corporation.

(viii) Borrowing an amount in excess of 20% of the capital of the first party.

Article 10 (submission of Information)
--------------------------------------

           The first  party  agrees to always  comply  with the  second  party's
demand to review or submit  financial  statements  until all the  principal  and
interest on the Issue are dully repaid.

Article 11 (Resolution of Disputes)
-----------------------------------

           Any  matters  that  are not set  forth  in this  agreement  shall  be
amicably resolved in accordance with the established custom of the trade.

           This agreement is executed in duplicate,  each of which shall be kept
by each party. Stamp taxes shall be paid by each party.


Dated : May 9,1997

The first party :

             NewState Capital Co., Ltd.
             826-24 Yoksam-Dong
             Kangnam-Gu, Seoul
             By : Noh Bok Huh, President
                  (Corporate seal affixed)

The second party :
                   Daeyoo Regent Securities Co., Ltd.
                   25-15 Yoido-Dong
                   Youngdeungpo-Gu, Seoul
                   By : Chang Gon Koh, President
                       (Corporate seal affixed)