YEONGNAM HOUSING FINANCE CO. , LTD.




                            CORPORATE BONDS SERIES #8





                             UNDERWRITING AGREEMENT




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         Yeongnam  Housing  finance Co.,  Ltd.  (hereinafter  referred to as the
"first party") hereby issues its corporate bonds Series #* in the total offering
amount  of  Give  Billion  Won  (hereinafter  referred  to as the "  Issue")  in
accordance  with  Article  9 (1) of the  Credit  Card  Business  Law and  Daewoo
Securities  Co., Ltd.  (hereinafter  referred to as the " second  party") hereby
agrees to underwrite the Issue pursuant to the terms and conditions as set forth
below :

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

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

(2) The Issue shall be allocated to the following underwriters as below :

-          Second party : Daewoo Securities Co., Ltd.
-          Amount of the Entire Issue : Five Billion Won.

(3) The second  party may change the amount  allocated  to each  underwriter  as
necessary before the closing of subscription.

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

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

(i)        Issuer : Yongnanm Housing Finance Co., Ltd.

(ii)       Total amount of capital. Reserve and surplus : 19,842,217,114 Won as
           of Mar 31, 1997
           10 times of the above amount : 198,422,171,140 Won
           Name of the issue : Yeongnam Housing finance Co., Ltd. Corporate
           bonds Series #8

(a)      Characteristics  of the issue : Bearer,  interest  bearing bonds issued
         under Article 9 of the Credit Card Business Law.

(b)      Total amount of the issue : Five billion won.

(c)      Method if issue : The  Issue  shall be  registered  and  separate  bond
         certificates will not be issued.

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

(e)      Number of bonds : splitting  and combining : Issued as bearer bond only
         : splitting and combining not permitted.

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

(g)      Interest  rate : 11.00%  p.a from the issue  date to the day before the
         maturity

(h)      Method and time of redemption : Lump sum redemption on May 9, 2000 (the
         next business day if it is a bank holiday)

(i)      Interest  payment : Interest  shall be paid every  three  months on the
         following  dates : August 9, 1997 : November 9, 1997 : February 9, 1998
         : May 9, 1999 : August 9, 1999 :  November 9, 1999 : February 9, 2000 :
         May  9,  2000.  However,  if any of the  above  dates  falls  on a bank
         holiday, interest will be paid on the next business day.

(j)      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).

(k)      Place of  redemption  and interest  payment : Business  Department  and
         branch offices at each province capital of Taegu Bank, Ltd.

(2)  Sales of Issue

(i)      Date of sale : May 9, 1997

(ii)     Subscription payment date : May 9, 1997

(iii)    Issue  amount  settlement  date : May 9, 1997 (iv)  Issue date : May 9,
         1997

(v)      Place of subscription  payment : Business Department and branch offices
         at each province capital of Taegu Bank, Ltd.

(vi)     Others :

         (A)      Date and place of delivery of certificate of registration :

                  (a) On or before May 9, 1997, the first party shall deliver or
                      have the registrar deliver to the second party certificate
                      of registration for the entire amount of the Issue or, for
                      issue  subject  to  Article  174  (5)  of  the  Securities
                      Exchange  Law,  shall make an entry of the number of issue
                      into the second party's  depository  account book prepared
                      and maintained by Korea Securities Depositary.

                  (b) With   respect   to  receipt   of   subscription   deposit
                      collateralized for the use of bond subscription funds, the
                      first party shall deliver or have the underwriter  deliver
                      or  have  the  underwriter  deliver  to  Korea  securities
                      Finance Co., Ltd.  Bonds or  certificate  of filed pledge,
                      with the Korea Securities finance Co., Ltd. As the secured
                      party.

         (B)      Registrar  of the Issue : Korea  Securities  Depositary  (Date
                  Designation of registrar filed : )

         (C)      Interest shall begin to accrue from May 9, 1997.

         (D)      Deposit money shall be applied to the subscription  payment as
                  of May 9, 1997 and there  shall be no  interest on the deposit
                  money.  (E) 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 notify
the first party of the details of the package  registration  application so that
the first party may supply the necessary information.

Article 4 (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) (xiii).

Article 5 (Other Responsibilities)
----------------------------------

(1) The first party shall  indemnify and hold the second party harmless from and
against  any and all claims or  damages  that may arise in  connection  with the
issuing of the Issue.

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

Article 6 (Commission)
----------------------

           The first  party  agrees to pay the second  party  commission  in the
amount for 186,500,000 Won  corresponding  3.73% of 5 billion Won in cash on the
day of subscription payment of this Issue.

Article 7 (Distribution of Commission)
--------------------------------------

(1) The second party shall  distribute the  commission,  after deducting all the
costs and expenses,  0% to the managing underwriter and 100% to the underwriters
in proportion of the underwriting amount.

(2) The costs and  expenses  in Article 7 (1) above shall mean stamp taxes to be
affixed to this Agreement.

Article 8 (special Provisions)
------------------------------

           The first party agrees to promptly  notify the second party of nay 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
part'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 9 (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 fully repaid.

Article 10 (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 :

                  Yeongnam Housing Finance Co., Ltd.
                  286-1 Shinchun-Dong
                  Dong-Gu, Taegu
                  By : Chang Ho Park, President
                      (Corporate seal affixed)

The second party :
                  Daewoo Securities Co., Ltd.
                  34-3 Yoido-Dong
                  Youngdeungpo-Gu, Seoul
                  By : Chang Hee Kim, President
                      (Corporate seal affixed)