YEONGNAM HOUSING FINANCE CO., LTD.





                            CORPORATE BONDS SERIES #6






                             UNDERWRITING AGREEMENT



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           Yeongnam  Housing finance Co., Ltd.  (herein after referred to as the
"first party") hereby issues its corporate bonds Series #6 in the total offering
amount of Five Billion won  (hereinafter  referred to the "Issue") in accordance
with article 9 (1) of the Credit Card Business Law and Hyundai  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)
-----------------------------------------

           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 : Hyundai Securities Co., Ltd.
-          Amount of the Entire Issue : Five Billion Won

Article 2 (Terms and Conditions : Sales)
----------------------------------------

(1) Terms and Conditions

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

(ii)     Total amount of capital, reserve and surplus : 20,810,476,660 Won as of
         December 31, 1996 10 Times of the above amount : 208,104,766,600 Won

(iii)    Name of the issue : Yeongnam Housing Finance Co., Ltd.  Corporate bonds
         Series #6 (three-year maturity)

(iv)     Characteristics of the issue : Bearer : three-year  maturity : interest
         bearing

(v)      Total amount of the issue : Five billion won

(vi)     Class : One class of one hundred million won certificates

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

(viii)   Offering amount : 100% of the face amount.

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

(x)      Method and time of  redemption  : Lump sum  redemption  on February 26,
         2000 (the next  business day if it is an bank  holiday)  (xi)  Interest
         payment : Interest  shall be paid every three  months on the  following
         dates : May 26, 1997 : August 26,  1997 :  November  26,1997 : February
         26,  1998 : May 26,  1998 :  August  26,  1998 :  November  26,  1998 :
         February  26, 1999 : May 26, 1999 : August 26, 1999 : November 26, 1999
         : February 26, 2000. However, if any of the above dates falls on a bank
         holiday,  interest will be paid on the next business day. (xii) 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 mail
         office in Seoul.) (xiii)  Redemption amount : Lump sum [payment of Give
         billion  Won on the  maturity  date.  (xiv)  Place  of  redemption  and
         interest payment : Business Department, Seoul Branch and branch offices
         at each province  capital of Daedong Bank, Ltd (xv) Issuing method : By
         registration  only  (Bond  certificates  will  not  be  issued.)  (xvi)
         Registration : Korea Securities Depositary.

(2) Sales of Issue

(i)      Date of sale : February 26, 1997

(ii)     Method of subscription (a) Submit two copies of subscription  agreement
         duly executed by the subscriber  together with necessary  deposit money
         to sales  office.  (b)  Subscriptions  will be accepted on a first come
         first  served  basis.  Subscription  will be closed  even  prior to the
         closing time once the entire issue is subscribed.

(iii)    Subscription unit : Minimum one hundred thousand Won and its multiples.

(iv)     Deposit money : 100% of the face amount of the subscribing issue.

(v)      Sales offices : Main and branch offices of the underwriters.

(vi)     Subscription payment date : February 26, 1997

(vii)    Issue date : February 26, 1997.

(viii)   Place of  subscription  payment : Business  Department of Daedong Bank,
         Ltd.

(ix)     Delivery of bond certificate or registration :

         (a)      On or before March 16, 1997,  the first party shall deliver to
                  the  second  party  bond   certificates   or   certificate  of
                  registration for the entire amount of the Issue or, in case of
                  package registration  application under 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  the  Korea  Securities  Depositary.   (b)
                  Registrar of this issue : Korea Securities Depositary.

(x)      Others

         (a)      Interest  shall begin to accrue from the date of issue,  i. e.
                  February 26, 1997.

         (b)      Deposit money shall be applied to the subscription  payment on
                  February  26,  1997  and  there  shall be no  interest  on the
                  deposit money.

         (c)      In case the issue is of a  registration  type, the form of the
                  certificate  of   registration   shall  be  as  the  registrar
                  establishes.

                  (i)  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
                       inform the second party of the necessary information.

(3)   Guaranty as to the redemption and interest payment.

(i)      Redemption and interest  payment of this Issue is guaranteed by Daedong
         Bank, Ltd. ("Guarantor").

(ii)     Guaranteed  amount : Principal in the amount of 5 billion won and total
         interest  in the  amount of 1,650  million  Won,  total  principal  and
         interest in the amount of 6,650 million Won.

(iii)    Period and  validity of guaranty : The period of guaranty of the Issued
         shall be from  February  26, 1998 to February  26,  2000.  Guaranty for
         redemption of principal  and payment of interest  shall be for a period
         of three  months  from each due date.  Failure  to make the  demand for
         payment  within the  guaranty  period  shall  result in  invalidity  of
         guaranty.

(iv)     Review of guaranty  agreement : The guaranty agreement made between the
         first party and the Guarantor shall be made available for review during
         business hours at the offices of the first party and the Guarantor.

Article 3 (Listing of securities)
---------------------------------

           The first party shall apply for listing with the Korea Stock Exchange
on or before March 16, 1997.

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 froth in
         article 2 (1) (xii).

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  party  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 of 173,500,000 Won  corresponding  347 10,000ths of 5 billion Won in cash
on the day of subscription payment of this Issue.

Article 7 (Special Provision)
-----------------------------

           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 disaster, 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.

(ix)     Other important matters affection the first party's management.

Article 8 (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 9 (Resolution of Disputes)
----------------------------------

           Any  matters  that  are not set  forth  in this  Agreement  shall  be
amicable 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 : February 26, 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 :
              Hyundai Securities Co., Ltd.
              Yoido-Dong
              Yuongdeungpo-Gu, Seoul.
              By :  IK Chi Lee, President
              (corporate seal affixed)