MBS UNDERWRITING AGREEMENT


         NewState  Capital Co.,  Ltd.  (hereinafter  referred to as  "NewState")
hereby agrees to hire Daewoo  Securities Co., Ltd.  (hereinafter  referred to as
"Daewoo  Securities") and Daewoo  Securities hereby agrees to accept said hiring
in underwriting  NewState's  issuance of MBS based on housing mortgage loans and
structuring of MBS on the terms and conditions set forth herein.

1.       The terms used in this Agreement shall be defined as follows:

1) Housing  mortgage  loans shall mean the loans which the lending  institutions
make taking  houses as security and the  principals  and  interests of which are
amortized over a period not exceeding 30 years.

2) MBS shall mean Mortgage Backed  Securities  which are issued based on housing
mortgage loans made by lending institutions as assets.

3) Underwriting  shall mean  negotiating the terms and conditions of undertaking
with the issuer on behalf of the underwriters and handling issuance, undertaking
and subscription of MBS in general.

4) Structuring shall mean to analyze cash flow,  default ratio,  insolvency rate
of the borrowers,  etc. thereby developing optimum structure of MBS issuance and
cash flow which are proper for investment management.

5) SPC shall mean special purpose companies organized under the SPC Law.

6) Superior  securities shall mean the securities which have priority,  in terms
of legal  treatment and order of  performance,  over other  securities for their
performances.

7) Inferior  securities  shall mean the  securities  which are  entitled to the
difference  between the  interests on the housing  mortgage  loans and MBS after
satisfying the superior securities.

8) Trustee bank shall mean a bank which acts as the depository of SPC assets and
the  protector  of MBS  investors.  In the  event  NewState  should  not be in a
position  to manage  the  assets,  it will also act as the  manager of assets on
behalf of NewState.

2.       Undertakings by NewState

1) After the MBS structuring of NewState's  housing mortgage loans is completed,
NewState  shall  provide  its  housing  mortgage  loans to a  designated  credit
evaluation  institution for its examination and obtain  satisfactory  investment
qualification  grade  which are  eligible  for credit  rate of Ao,  which is the
minimum standard acceptable to Daewoo Securities, or over.

2)  NewState's  housing  mortgage  loans shall not be  ineligible  for sale to a
designated SPC on the date Application for Asset Transfer Registration is filed.

3) NewState  shall continue to collect  repayment of housing  mortgage loans and
shall maintain asset  management  system  satisfactory to the credit  evaluation
institution.  Daewoo Securities,  credit evaluation  institution or trustee bank
may inspect the asset management system and may demand corrective  measures.  In
response  to such a demand,  NewState  agrees to  cooperate  with the  demanding
institution and it must take necessary  measures if they are necessitated by its
fault.

4) On the date of the  issuance,  NewState  must  purchase  inferior  securities
corresponding to a certain portion of the housing mortgage loans. The portion of
inferior securities may be adjusted in conformity with the standard  established
by the credit evaluation institution.

5) Up until the  issuance  of MBS,  there  must not occur  workout,  bankruptcy,
default or other risks which will  seriously  affect the  financial  or business
situations of NewState.

6) All the  commissions of Daewoo  Securities will be deducted from the proceeds
of sale to SPC on the date of MBS issuance.

7)  NewState  shall  pay the  expenses  (hereinafter  called  "Other  Expenses")
necessary for  registration  with Financial  Supervision  Committee,  appraisal,
credit  evaluation  and  legal   consultations   which  are  actually  expended.
Underwriting  fee for  Daewoo  Securities  shall be 1.0% and the Other  Expenses
shall be 0.55% of the  total  amount of  issue,  respectively.  In the event the
Other  Expenses  exceed  the  aforesaid   amount,   they  shall  be  handled  in
consultation  of the parties based on good faith.  The Other  Expenses  shall be
paid by Daewoo  Securities  after  obtaining  the  consent of  NewState.  Daewoo
Securities shall also provide NewState with details of expenditures  afterwards.
Upper limits shall be set for legal fees in advance.

8) Additional expenses (trust fee, SPC audit fee, etc.) to be incurred after the
issuance  of MBS  shall  be paid  later  on and are not  included  in the  Other
Expenses.

3.       Undertakings by Daewoo Securities

1) Daewoo Securities shall be primarily  responsible for issuance of MBS and, in
the event of any legal problems or difficulties in issuing MBS with governmental
authorities  including  Supervision 10th Bureau and Accounting Management Bureau
of the Finance Supervision Committee and the National Tax Administration Office,
it shall make its best efforts to resolve such problems or difficulties.

2) Daewoo Securities shall undertake and sell superior liquidated  securities in
accordance  with the  spread as agreed  upon with  NewState.  The index rate for
calculating  the  price of  securities  shall  be the  interest  rate of  3-year
maturity,  credit  rate A+,  unsecured  corporate  bond for the day  before  the
subscription date as published by the Securities Business Association.

3) Daewoo  Securities shall obtain  estimates  (attached) for Other Expenses and
select consultants for MBS issuance and shall obtain NewState's consent thereto.
The estimates are only  estimated  amounts as of the execution of this Agreement
and are subject to change.

4) Daewoo shall be responsible  for  structuring MBS so that all MBS securities,
except for inferior  securities,  may obtain final rate of Ao or over, provided,
that,  it shall do its best to limit the inferior  securities  within 20% of the
total amount of issue.

4.       Miscellaneous

1) The time  period for  issuing  MBS shall be within  six (6)  months  from the
execution of this Agreement.  However, the time period herein may be adjusted by
mutual agreement of the parties.

2) While the  preparation  of MBS  issuance  is  proceeding,  each  party  shall
designate a  representative  who shall be responsible for liaison with the press
and other financial  institutions and each party shall not disclose confidential
information as much as possible.

3) The "Sale and Purchase  Agreement" to be executed  between Daewoo  Securities
and SPC and to be attached to the Report of Negotiable Instruments shall be made
in conformity with this Agreement and shall supplement this Agreement.

4) Any matters  which are not set forth in this  Agreement  shall be resolved in
accordance with the generally  established  trade custom.  Any disputes  arising
under this Agreement shall be subject to the  jurisdiction of the Seoul District
Court. This Agreement shall be construed by the laws of the Republic of Korea.

         The  parties  confirm  that they have  read and fully  understand  this
Agreement and agree to faithfully  perform it. In witness  whereof,  the parties
signed this Agreement in counterpart on the date written below.

Dated:  December 17 1999

Attachment: Estimate of Expenses


NewState Capital Co., Ltd.

         Address:          826-24 Yoksam-Dong
                           Kangnam-Gu, Seoul
                           By: Byung Ki Kim
                           (Corporate seal affixed)


Daewoo Securities Co., Ltd.
         Address:          34-3 Yoido-Dong
                           Youngdeungpo-Gu, Seoul
                           By: Jong Soo Park
                           (Corporate seal affixed)


<PAGE>


Attachment


<TABLE>
<CAPTION>

                 Estimate of Expenses (Based on 50 Billion Won)



                                                                            Amount
                                                      Percentage       (100 Million won)             Payee
------------------------------------------------- -------------------- ------------------ ----------------------------
<S>                                                        <C>                 <C>        <C>
Initial Fee
------------------------------------------------- -------------------- ------------------ ----------------------------
Structuring & Underwriting                                 1.00                500        Underwriter
------------------------------------------------- -------------------- ------------------ ----------------------------
Asset due diligence                                        0.10                 50        CPA firm
------------------------------------------------- -------------------- ------------------ ----------------------------
Legal                                                      0.16                 80        Law firm
------------------------------------------------- -------------------- ------------------ ----------------------------
Financial Supervision                                      0.09                 45        FSC
------------------------------------------------- -------------------- ------------------ ----------------------------
Committee share Forming SPC                                0.02                 10        Escrow
------------------------------------------------- -------------------- ------------------ ----------------------------
Subtotal                                                   1.55                775
------------------------------------------------- -------------------- ------------------ ----------------------------
Ongoing Fee
------------------------------------------------- -------------------- ------------------ ----------------------------
Servicer                                                                                  Servicer
------------------------------------------------- -------------------- ------------------ ----------------------------
Trustee Fee                                                0.10                 50        Trustee
------------------------------------------------- -------------------- ------------------ ----------------------------
Annual fee for credit                                      0.03                 15        Credit co.
------------------------------------------------- -------------------- ------------------ ----------------------------
Evaluation institution
------------------------------------------------- -------------------- ------------------ ----------------------------
Others                                                     0.06                 30        Depository
------------------------------------------------- -------------------- ------------------ ----------------------------

Subtotal                                                   0.19                 95
------------------------------------------------- -------------------- ------------------ ----------------------------

</TABLE>