STOCK PURCHASE AGREEMENT


<PAGE>


                            STOCK PURCHASE AGREEMENT

                  THIS  AGREEMENT (the  "Agreement")  is made on the 28th day of
December,  1998 by and between  NewState  Capital Co., Ltd., a corporation  duly
organized  and  existing  under  the  laws of the  Republic  of  Korea  with its
principal  place of business at 826-24  Yoksam-Dong,  Kangnam-Gu,  Seoul,  Korea
(hereinafter  referred to as the  "Transferee")  and Yeongnarn  Merchant Banking
Co.,  Ltd.  having its  principal  place of  business  at 11  Dongin-Dong  2-Ga,
Choong-Gu, Taegu, Korea (hereinafter referred to as "Yeongnam") and the nine (9)
corporations  named  in  the  attached  Exhibit  "A"  (hereinafter  referred  to
individually as the "Transferor" and collectively as the "Transferors").

                                   WITNESSETH:

                  WHEREAS,   the  Transferors  own  total  4,000,000  shares  of
registered  common  stock of Yeongnam  Housing  Finance Co.,  Ltd.  (hereinafter
referred to as the "Company"); and

                  WHEREAS,  the  Transferors  desire to transfer total 4,000,000
shares  of  stock  of the  Company  which  constitutes  the  entire  issued  and
outstanding  stock of the Company on the terms and conditions  contained in this
Agreement; and

                  WHEREAS,  Yeongnam has been fully  authorized and entrusted by
all the other  shareholders  of the Company to enter into this  Agreement and to
take all acts necessary for implementing this Agreement; and

                  WHEREAS,   powers   of   attorney   in  which  all  the  other
shareholders  of the Company  appointed  Yeongnam as their  attorney-in-fact  is
annexed hereto; and

                  WHEREAS, all the covenants of the Company as set forth in this
Agreement are guarantee by the Transferors.

                  NOW, THEREFORE, the parties hereto agree as follows:

                              Article 1 Definitions

1.1      Terms

                  The terms  used in this  Agreement  shall  have the  following
meanings:

                  "Provision"  shall  mean  the  provisions  contained  in  this
Agreement.

                  "Closing Date" shall mean the date as defined in Article 3.1.

                  "Financial  Statements"  shall mean the balance sheet,  profit
and loss  statement,  etc.  of the  Company as of  November  30,  1998 which are
prepared in accordance  with  generally  accepted  accounting  principles in the
Republic of Korea.

                  "Laws" shall mean laws, codes, ordinances,  rules, regulations
and other applicable laws of the taxing or governmental authorities.

                  "Purchase Price" shall have the meaning as provided in Article
2.1.

1.2      Other Terms

                  Other  terms may be defined in other  pertinent  parts of this
Agreement.

                           Article 2 Purchase of Stock

2.1      Purchase Price

                  Transferors  agree to sell and  transfer  all their rights and
interests  in the  entire  shares of stock of the  Company  owned by them to the
Transferee at the purchase price of Nineteen billion (19,000,000,000) Won.

                  2.1.1  Each  share is valued at Four  Thousand  Seven  Hundred
Fifty (4,750) Won based on the Company's Financial Statements as of November 30,
1998.

2.2      Payment of Purchase Price

                  Transferee  agree to pay the Purchase Price to the Transferors
in the following manner:

                  2.2.1 Upon execution of this Agreement,  Transferee  shall pay
the sum of One billion (1,000,000,000) Won as contract downpayment.

                  2.2.2 The balance of  Eighteen  billion  (18,000,000,000)  Won
shall be paid within 60 days from the execution of this Agreement.

                  2.2.3 Payments shall be made in bank checks.

                  2.2.4 Three (3) days prior to the due date,  Transferors shall
send a written invoice to the Transferee.

                  2.2.5  Transferee's  payment of Purchase Price shall be deemed
satisfactory  performance  of its  obligations  to pay the Purchase Price to the
Transferors.

2.3      Prohibition of Stock Transfer and Escrow of Stock

                  2.3.1 Until the Transferee is registered as the shareholder of
the Company pursuant to the provision of Article 3.2. 1, Transferors shall close
the  Company's  register  of  shareholders  and  shall not make any  entries  of
transfer into the register.

                  2.3.2 Upon execution of this Agreement and simultaneously with
receipt of contract downpayment, Transferors shall deposit the entire stock with
an escrow  agent  designated  by both  parties and shall  submit proof of such a
deposit to the Transferee.

                                Article 3 Closing

3.1      Closing

                  Consummation  of the  transaction  herein  and  payment of the
Purchase Price as  contemplated in Article 2 (hereinafter  the "Closing")  shall
take place at the offices of Yeongnam  Merchant  Banking  Co.,  Ltd.  located at
Dongin-Dong 2-Ga, Choong-Gu,  Taegu, Korea on February 26, 1999, Korean Standard
Time.

3.2      Documents To Be Delivered

                  On the Closing Date, Transferor shall deliver the following to
the Transferee:

                  3.2.1 On the Closing  Date,  Transferor  shall  deliver to the
Transferee stock  certificates  endorsed for transfer,  proof of cancellation of
all stock pledges or other  collateralization  and all other documents necessary
for transfer of stocks to the Transferee.

                  3.2.2  On  the  Closing  Date,  the  Company  shall  take  all
necessary  measures for  registering  the  Transferee as the  shareholder of the
Company  including  entry of the  Transferee's  name  into  appropriate  Company
documents.

             Article 4 Representations and Warranties of Transferors

                  Each of the Transferors and the Company  represent and warrant
to the Transferee as follows:

4.1      Ownership of Stocks

                  Transferors  have the complete  authority to transfer good and
marketable  title to their  stocks  without any  mortgage,  pledge,  collateral,
encumbrances  or  assignment  of voting  rights  to third  parties.  The  stocks
transferred  herein  constitute  the entire  capital of the Company and there is
nothing else that constitutes the capital of the Company or conditional  capital
or conditional profits.

4.2      Organization of the Company

                  The Company is duly  organized and existing  under the laws of
the Republic of Korea and has all the authority to conduct its business. All the
stocks of the Company have been duly issued and paid in and non-assessable.

4.3      Authority

                  Yeongnam  has  the  full  corporate  authority  to  make  this
Agreement and to take acts necessary to implement this  Agreement.  Yeongnam has
been duly  appointed  and  empowered  by other  shareholders  to enter into this
Agreement on their behalf and this  Agreement has been duly signed and delivered
by the Transferors.  This Agreement has the binding effect on the Transferors in
accordance with the terms and conditions provided herein.

4.4      Consent and Approval

                  In connection with the execution,  delivery and enforcement of
this Agreement and  consummation of this  transaction,  each Transferor does not
need to obtain any consent,  approval,  authorization  or  declaration  from any
governmental  authority or other  individual or corporation and there is no need
to submit or record anything for same.

4.5      Legal Proceedings

                  To the best of its  knowledge,  the Company is not involved in
any legal proceedings pending with any court or administrative  agency that will
bring about serious business or financial damages to the Company. To the best of
its knowledge, the Company is not violating any judgments or orders of any court
or administrative agency.

4.6      Compliance with Laws

                  The  Company  has  complied  with  all  the  applicable  laws,
ordinances, judgments, rules and regulations non-compliance of which will result
in serious damages to the Company's business or financial  conditions.  Further,
the  Company is not on notice of nor is  involved  with any  violations  of such
laws, ordinances,  judgments, rules, orders, regulations or other laws that will
bring about material damages to the Company's business or financial conditions.

4.7      Financial Statements

                  The Financial Statements of the Company fairly, accurately and
completely  reflect the financial  conditions of the Company in accordance  with
the generally  accepted  accounting  principles in Korea as of the date they are
prepared.

4.8      Liabilities, etc.

                  4.8.1 Transferors warrant that all the Company's  liabilities,
debts, incidental obligations and unliquidated obligations incurred prior to the
completion  of due  diligence  have been  accurately  reflected on the Financial
Statements,  their attachments and other documents for transfer of ownership and
further warrant that the Company is not in default of any obligations.

                  4.8.2 In the  event  the  Company  incurs  liabilities  due to
irregular  transactions  by its officers or  employees  other than the assets or
liabilities stipulated or presented in the course of due diligence under Article
6.3,  the  management  of the  Company  at the  time  of the  execution  of this
Agreement shall take full responsibility of such liabilities and shall indemnify
and hold harmless the Transferee and the Company.  Transferors  hereby guarantee
such indemnification to the Transferee and the Company.

4.9      Checks and Notes

                  Other  than the  checks  and notes  recorded  in the books and
records, the Company has not issued nor endorsed any checks or notes.

4.10     Assets

                  The Company's Financial Statements as of November 30, 1998 are
attached hereto as Exhibit "B".

             Article 5 Representations and Warranties of Transferee

                  Transferee represents and warrants to the Company as follows:

5.1      Organization of Transferee

                  Transferee is duly  organized  and existing  under the laws of
the Republic of Korea and has all the  corporate  power and authority to conduct
business and own and lease assets.

5.2      Authority

                  Transferee has the full corporate authority to enter into this
Agreement  and has taken all  corporate  procedures  necessary  to  conduct  the
transaction  contemplated  herein  and to  perform  all  obligations  under this
Agreement.  This Agreement was duly executed and delivered by the Transferee and
has binding effect on the Transferee in accordance with the terms and conditions
provided herein.

                      Article 6 Covenants Prior to Closing

                  Beginning  from the  execution  of this  Agreement  and up and
through the Closing, the Company,  Transferors and Transferee covenant and agree
as follows:

6.1      Maintenance of Business

                  The Company shall  continue its business in a diligent  manner
consistent with its p customary and normal conduct of business.

6.2      Obligations of Transferors

                  Beginning  from the  execution  of this  Agreement  until  the
Closing Date,  Transferors  shall not do the following  without the Transferee's
written consent:

                  (1)      Increase or decrease of the capital of the Company.

                  (2)      Dissolution, merger or reorganization of the Company.

                  (3)      Transfer of all or part of the Company's business, or
                           taking  over  the  business  or  management  of other
                           company.

                  (4)      Transactions between the Company and its directors.

                  (5)      Amendment  of rules of  Board of  Directors  or other
                           regulations of the Company.

                  (6)      Change  of   employment   agreement   or  hiring  new
                           employees.

                  (7)      Guaranty for third parties.

                  (8)      Other  acts that may have  substantial  impact on the
                           Company's assets or business.

                  (9)      Payment of dividends.

6.3      Due Diligence

                  The Company agrees that, in order to  familiarize  itself with
the Company's  business,  assets,  books and records and other  conditions,  the
Transferee,  its employees,  agents or  representatives  may,  during the normal
business hours of the Company, inspect the Company's business, assets, books and
records and other conditions; make copies of pertinent documents; and verify the
representations and warranties of the Company and Transferors.  The Transferee's
due  diligence  herein shall be completed  within 20 days after the execution of
this  Agreement.   Transferee  shall  notify  the  Transferors  of  satisfactory
completion of its due diligence within seven (7) days thereof.

6.4      Approval and Best Efforts

                  6.4.1  Immediately  upon the  execution  and  delivery of this
Agreement, Transferors and the Company shall provide the Transferee with all the
necessary assistance so that the Transferee may obtain the governmental approval
of the transaction herein.  Transferors and the Company, with the cooperation of
the Transferee,  shall make necessary  application for the governmental approval
of the stock  transfer  herein and give notices to third  parties as  necessary.
Provided,  however,  that the Transferee  shall not be required to agree to make
unreasonable  amendments  to this  Agreement  for the purpose of obtaining  such
approvals.  Further, the parties shall take necessary and appropriate  measures,
pursuant to the terms and  conditions of this  Agreement and in accordance  with
applicable laws and rules, in order to consummate the transaction  herein and to
perform each party's obligations to the best of their abilities.

                  6.4.2 Upon  execution of this  Agreement,  Transferor  and the
Company shall assist the Transferee in merging the Transferee and the Company.

6.5      Notices

                  The  parties  agree to  immediately  notify  the  other of (1)
occurrence or non-occurrence of events,  between the execution of this Agreement
and the Closing Date, which will make the  representations and warranties of the
parties  effectively false or inaccurate,  or (2) substantial  failure to comply
with the covenants,  conditions or agreements of the Transferors, the Company or
the  Transferee  under this  Agreement;  and the  parties  agree to make  proper
efforts to cure such defaults or failures as quickly as possible.

6.6      Prohibition of Merger and Consolidation, etc.

                  Transferors and the Company shall not, directly or indirectly,
inquire, offer or agree with others concerning sale of the Company,  merger with
others except for the Transferee or its subsidiaries, discussion, negotiation or
agreement for  disposition  of  substantial  portion of the Company's  assets or
business;  nor the Transferors and the Company may provide information to others
or cooperate with others in response to such inquiry,  offer or transaction.  In
the event the  Transferors  or the Company  receives such offers or  information
about  possible  offers,  Transferor or the Company shall  forthwith  notify the
Transferee of such information including the identity of the expected transferee
and/or offeror.

                        Article 7 Transfer of Management

                  The  management  of the Company  shall be  transferred  to the
Transferee as described below:

7.1 After the due  diligence  as provided in Article  6.3 is  completed  and the
report thereof is accepted and  immediately  upon Closing as provided in Article
3. 1, the Transferors  shall convene a special meeting of shareholders and shall
transfer the management of the Company to the Transferee.

7.2  Transferors  shall fully  cooperate with the Transferee with respect to all
procedures  necessary for convening  the meeting of  shareholders  including the
Board of Directors' resolution and resignation of directors and auditors.

                    Article 8 Conditions Precedent to Closing

                  The Closing shall be conditioned upon the following:

8.1      Representations and Warranties

                  The   representations   and  warranties  of  the   Transferee,
Transferors  and the Company  contained  in  Articles 4 and 5 of this  Agreement
shall  be true and  accurate  in all  respects  as of the  Closing  Date and the
Transferee,  Transferors  and the Company shall perform all covenants which they
are obligated to perform on or before the Closing Date.

8.2      Governmental Approval

                  Transferors  shall  obtain all  consent,  approval  and waiver
necessary  for the  transfer of stocks as provided  in this  Agreement  from the
Korean government in a form and substance acceptable to the Transferee.

8.3      Consent of Third Parties

                  If  necessary,  Transferors  and the Company  shall obtain the
consent  of third  parties as  necessary  for the  transaction  herein and shall
deliver same to the Transferee.

8.4      Resolutions of the Directors and the Shareholders

                  Transferors  (if  possible),  the Company  and the  Transferee
shall obtain resolutions of the shareholders or the Board of Directors approving
all the acts necessary for the transaction herein including issuance of power of
attorney,  signature on the register of  shareholders,  notice,  public  notice,
registration or other acts required by the law.

8.5      Due Diligence

                  During  the  period  of  the  Transferee's  due  diligence  as
provided  in  Article  6.3,  Transferors  and  the  Company  shall  provide  the
Transferee with all the information as the Transferee may reasonably request and
the Transferee shall proceed with the Closing in its own judgment.

                                Article 9 Damages

9.1      Damages

                  Transferors  shall pay the  Transferee  damages,  liabilities,
obligations  or  expenses,   including   interests,   penalties  and  reasonable
attorney's  fees  (collectively  referred to as "Damages"),  incurred due to the
Transferors'  default of warranties,  representations,  covenants or agreements.
Unless  specifically  excluded or  otherwise  provided in this  Agreement,  such
damages shall include all the damages incurred due to the transactions  executed
prior  to the  Closing  Date.  Transferee  shall  pay  damages  incurred  by the
Transferors due to the Transferee's  default of its warranties,  representations
or covenants.

9.2      Delay of Closing by Transferee

                  The Closing as provided in Article 3.1 shall take place within
60 days after the execution of this Agreement.  Transferee may extend the period
for an  additional  30 days by a written  request to the  representative  of the
Transferors.  In such an event,  the Transferee shall pay the Transferors at the
Closing  per them  charges at the rate of 10% p.a.  In the event the  Transferee
fails to close  within the  extended  period of time,  unless there is a written
agreement of the parties,  the Transferors may forfeit the contract  downpayment
of One billion (1,000,000,000) Won and terminate this Agreement.

9.3      Delay of Closing by Transferors

                  In the event the  Closing is delayed due to the failure of one
or more of the Transferors,  the Transferors  shall reimburse the Transferee the
contract  downpayment  of One  billion  (1,000,000,000)  Won. In  addition,  the
Transferors  shall pay the  Transferee  per them charges at the rate of 10% p.a.
commencing  from the execution of this  Agreement  until the date of payment and
the Transferee may unilaterally terminate this Agreement.

                            Article 10 Miscellaneous

10.1     Change of Corporate Name

                  After the Closing,  the  Transferee may change the name of the
Company or the trademark, etc.

10.2     Employees

                  Transferee  agrees to take over all the  employees  other than
those who voluntarily resign.

10.3     Termination

                  In the event of default by the other party, the non-defaulting
party may  terminate  this  Agreement  by  giving a written  notice to the other
party.  In the event the Closing  does not take place on or before  February 26,
1999,  except as  provided  in Article  9.2,  either  party may  terminate  this
Agreement.  However,  the  parties  may extend  the time for  Closing by a prior
written agreement.

10.4     Confidentiality

                  The parties are prohibited to disclose this Agreement to third
parties unless  disclosure is made by virtue of a judgment or order of competent
court, applicable laws or ordinances.

10.5     Choice of Law

                  This  Agreement  shall be interpreted  and construed,  and the
rights of respective parties shall be determined, in accordance with the laws of
the Republic of Korea.

10.6     Jurisdiction

                  Any disputes, demands or conflicts arising between the parties
in relation to this Agreement shall be subject to the exclusive  jurisdiction of
the Seoul District Court.

10.7     Notice

                  Unless  otherwise  provided in this  Agreement,  all  notices,
demands or  instructions to the other party shall be given to the other party in
writing by telegraph,  facsimile,  registered mail or return receipt mail to the
following  addresses  and such notices  shall be deemed to have been received on
the date when they are proved to have been delivered:

                  To Transferors and the Company:

                  Yeongnam Merchant Banking Co., Ltd.
                  11 Dongin-Dong 2-Ga
                  Choong-Gu, Taegu
                  Attention:  Byung Hak Cheon
                  Telephone: 053-424-0038
                  Facsimile: 053-427-0205

                  To the Transferee:

                  NewState Capital Co., Ltd.
                  826-24 Yoksam-Dong
                  Kangnam-Gu, Seoul
                  Attention:  Noh Bok Huh
                  Telephone: 02-508-1211
                  Facsimile: 02-501-5320

                  The parties may designate  different name,  address or numbers
by giving a prior notice to the other party.

10.8     Entire Agreement; Amendment and Waiver

                  This  Agreement,  together with the Exhibits and  attachments,
constitutes the entire  agreement  between the parties and shall supersede prior
agreements,  verbal or written,  understandings,  negotiations  and  discussions
between the parties.  Any additions,  amendments or waivers with respect to this
Agreement  shall  not be  binding  unless  made in  writing  and  signed by both
parties. Unless otherwise provided in this Agreement,  any waiver of a provision
shall not constitute  waiver of other provisions in this Agreement or continuous
waiver of the same provision.

10.9     Assignment

                  Neither  party may assign  this  Agreement,  and any rights or
obligations under this Agreement, without the prior written consent of the other
party.

10.10    Invalidity

                  Any invalidity,  illegality or unenforceability of a provision
in this Agreement shall not affect the validity of the other provisions.  In the
event  any  provision  is  decided  invalid  thereby  affecting  the  rights  or
obligations  of the other  party,  the parties may amend this  Agreement in good
faith and in a mutually  satisfactory  manner. In the event such an amendment is
not possible under the law,  either party may terminate this Agreement by giving
a written notice to the other party in accordance with the provision  applicable
to termination.

10.11    Headings

                  The  headings  of  this  Agreement  are  for  convenience  and
information  purposes  only and  shall not  affect  the  interpretation  of this
Agreement.

10.12    Usage

                  For the purpose of  interpreting  this  Agreement,  the use of
singular  or  plural  terms  shall  not be  limited  to any  particular  number.
Reference to any parties shall include their  successors or assigns and the laws
shall include any changes or amendments thereof

                  IN  WITNESS  WHEREOF,  this  Agreement  was  executed  by duly
authorized  representatives  of the  parties  on the day and  year  first  above
written.

Dated: December 28, 1998

Transferor:       Yeongnam Merchant Banking Co., Ltd.
                  For itself and as attorney-in-fact for the Transferors named
                  in Exhibit "A"


                  By:      (Corporate seal affixed)
                           Byung Hak Jeon
                           President

                  Transferee: NewState Capital Co., Ltd.

                  By:      (Signed)
                           --------
                           Noh Bok Huh
                           President


<PAGE>



Exhibit "A"

                                POWER OF ATTORNEY

                 FOR SALE OF YEONGNAM HOUSING FINANCE CO., LTD.

                  The  shareholders of Yeongnam Housing Finance Co., Ltd. hereby
appoint Yeongnam Merchant Banking Co., Ltd. as their attorney-in-fact and hereby
authorize  the  attorney-in-fact  all the authority of sell the entire shares of
stock  (100%)  of  Yeongnam  Housing  Finance  Co.,  Ltd.  to  NewState  Capital
Corporation.

                  In confirmation  thereof, this Power of Attorney is signed and
sealed by representatives of all the shareholders as below.

Dated:   , 1998

<TABLE>
<CAPTION>


Name of Shareholder             Number of Shares             Percentage of Holding        Signature   Seal
-------------------             ----------------             ---------------------        ---------   ----
<S>                                   <C>                                 <C>              <C>         <C>
Yeongnam Merchant Banking             1,460,000                           36.50%
Dong Bang, Ltd.                         698,000                           17.45%
Kap Eul Development, Ltd.               466,000                           11.65%
Samjoo Development Co., Ltd.            466,000                           11.65%
Hwanggeum Housing, Ltd.                 300,000                            7.50%
Namyeong Development Ltd.               200,000                            5.00%
Tae Wang, Ltd.                          200,000                            5.00%
Mido Construction, Ltd.                 100,000                            2.50%
Taegu Merchant Banking Co.,             100,000                            2.50%
Ltd.
Eden, Ltd.                               10,000                            0.25%
Total                                 4,000,000                          100.00%

</TABLE>


<PAGE>


Exhibit "B"

                                  BALANCE SHEET

                                  (PROVISIONAL)

                             as of November 30, 1998

                       Yeongnam Housing Finance Co., Ltd.
                                286 Shinchun-Dong
                                 Dong-Gu, Taegu

<TABLE>
<CAPTION>

                                                                                                          Unit: Won
                      Assets                                                   Liabilities
<S>                                                          <C>                                              <C>
I.       Liquid Assets                                       I.       Liquid Liabilities

         (1)      Current Assets                                      1.       Current Debts

                  1.       Cash                                       2.       Short Term Borrowing

                  2.       Deposits                                   3.       Accounts Payable

                           (Savings Account)                          4.       Unpaid Expenses

                           (Checking Account)                         5.       Unpaid Dividends

                           (Other Deposits)                           6.       Suspense Receipt

                  3.       Short Term Lending                         7.       Advance Earnings

                  4.       Negotiable Instruments                     8.       Taxes Collected

                  5.       Advance Payments                           9.       Reserve for  Evaluation  of Negotiable
                                                                               Instruments
                  6.       Advance Expenses
                                                                      10.      Unpaid Corporate Taxes
                  7.       Uncollected Earnings

                  8.       Immature Interest

                  9.       Deposit for Stock Subscription

         (2)      Financial Assets

                  1.       Installment Financing

                  2.       Other Loans


</TABLE>

II.      Fixed Assets

         (1)      Investment Assets

                  1.       Long term Deposits

                  2.       Negotiable Instruments for Investment

                  3.       Capital Contribution

                  4.       Security Deposit

                  5.       Security Deposit for Company House

                  6.       Deposit for Others

                  7.       Deposit for Group Retirement Insurance

                  8.       Deposit for Telephone



II.      Fixed Liabilities

         1.       Bonds

                  (Discount Issuance of Bonds)

         2.       Long Term Borrowing

         3.       Reserve for Depreciation of Leased Facilities

         4.       Reserve for Depreciation of Real Estate of Business Use

         5.       Reserve for Depreciation of Real Estate of Non-Business Use

         6.       Reserve for Bad Debts

                  (Installment Financing)

                  (Other Loans)

         7.       Reserve for Severance Pay

                  (Transfer to National Pension)

         8.       Reserve for Group Severance Pay



<PAGE>


                          CERTIFICATE OF CORPORATE SEAL

Name: Yeongnam Merchant Banking Co., Ltd.

Address: Dongin-Dong 2-Ga, Choong-Gu, Taegu

President: Byung Hak Jeon

To: Registrar, Taegu District Court

                  You are requested to certify that the above  corporate seal is
the same as the specimen registered with the Court.

Dated:            , 199

Applicant: Yeongnam Merchant Banking Co., Ltd.
              By: Byung Hak Jeon, President (Corporate seal affixed)

================================================================================


                  I  hereby  certify  that  the  above  seal is the  same as the
specimen registered with this Court.

Dated: December 1, 1998

By:      Ki Taek Oh
         Registrar
         Taegu District Court


<PAGE>


                                   UNDERTAKING

                  The  undersigned  hereby  agrees to undertake  that the entire
shares of stock (4,000,000  shres) of Yeongnam Housing Finance Co., Ltd. will be
deposited with us no later than January 10, 1999.

Dated:  December 28, 1998

                                    Yeongnam Merchant Banking Co., Ltd.

                                    By:   Byung Hak Jeon
                                          President