AGREEMENT OF LEASE

         THIS AGREEMENT OF LEASE is made between  Dongsuh  Securities Co., Ltd.,
with offices at 34-1  Yoido-Dong,  Youngdeungpo-Gu,  Seoul,  represented by Kwan
Jong  Kim,  its  Representative   Director   (hereinafter  referred  to  as  the
"Landlord") and Dongsuh  Finance Co., Ltd., with offices at 826-24  Yoksam-Dong,
Kangnam-Gu,  Seoul,  represented  by Hyun Yi Kang, its  Representative  Director
(hereinafter referred to as the "Tenant") for the premises consisting of part of
the Dongsuh Securities Building.

         Article 1 (Leasing of Premises)
         ------------------------------

         1.  Landlord  hereby  leases to Tenant  and  Tenant  hereby  hires from
Landlord the premises as described below (the "Premises"):

         Entire first floor  (693.65 sq. m) and entire  second floor (693.65 sq.
         m),  total  1,368.12  sq.  m,  in the  building  known  as  826-24,  25
         Yoksam-Dong,   Kangnam-Gu,   Seoul,  inclusive  of  common  areas,  but
         exclusive of parking Lot.

         2.  Tenant  shall  not be  granted  any  other  property  rights on the
Premises by virtue of this Lease other than the rights specifically set forth in
this Agreement of Lease.

         3.  Tenant  shall use and occupy the  Premises  for  offices and for no
other purpose.

         Article 2 (Term)
         ---------------

         1. The term of this Lease shall be from the 1st day of  July,
1996 to the 30th day of June, 2000.

         2. In the event the Tenant  fails to take  possession  of the  Premises
within one (1) month of the  commencement  of the lease  term or to deposit  the
entire amount of security on or before the  commencement of the lease term, this
Agreement of Lease shall automatically  become null and void and any monies paid
to the Landlord shall belong to the Landlord.

         3.  This  Agreement  of Lease  shall be  renewed  automatically  for an
additional period of six (6) months on the same terms and conditions  unless, at
least one (1) month  prior to the  expiration  of the lease term,  either  party
notifies the other party in writing of its  intention to modify the terms of the
Lease.

         4.  Either  party may  terminate  this Lease by giving a two (2) months
written notice to the other party,  in which event this Agreement of Lease shall
terminate upon the passage of two (2) months after receipt of such a notice.

         Article 3 (Security)
         --------------------

         1. Upon the execution of this Agreement of Lease,  Tenant shall deposit
the sum of 148,000,000 Won with the Landlord.

         2. In the event of renewal of this Lease,  Tenant shall make additional
deposit in  proportion  to the increase of rent on or before the previous day of
the  expiration of this Lease.  Tenant agrees to pay interest at the  prevailing
default  interest rate in the event of Tenant's  failure to make the  additional
deposit in a timely manner.

         3. Tenant may not apply the Security to rent  payment.  Tenant  further
covenants  that it will not assign or  encumber or attempt to assign or encumber
the monies deposited herein as security.

         4. The  Security  shall be returned to the Tenant  within 15 days after
the  expiration of this Lease or earlier  termination  and after the delivery of
entire  possession of the Premises to Landlord in accordance  with the provision
of Article 16 hereof.  Landlord shall have the right to deduct from the Security
any and all costs,  expenses,  obligations  or  liabilities  which the Tenant is
obligated to pay.

         Article 4 (Rent)
         ----------------

         1.  Tenant  agrees to pay the  Landlord  the sum of  14,800,000  Won as
monthly  rent on or before the 5th day of each month at a place as the  Landlord
may designate. Value added taxes shall be the responsibility of the Tenant.

         2. In the event the  monthly  rent is not paid on or before the 5th day
of each  month,  a late  charge  shall be  assessed  at the rate as set forth in
Article 3 (2) above.

         Article 5 (Maintenance Charges)
         ------------------------------

         1. Tenant  agrees to pay the  Landlord  each month the sum of 5,870,200
Won  for  maintenance  of  the  Premises   including  salaries  for  maintenance
personnel,  electricity,  water and  cleaning.  Value  added  taxes shall be the
responsibility of the Tenant.

         2. Further,  Tenant  agrees to pay all costs and expenses,  electricity
and taxes and assessments for maintaining facilities and appurtenances installed
by the Tenant for its own use.

         3. Landlord will submit to the Tenant monthly statement for maintenance
charges at the  beginning  of each month.  Tenant  agrees to make the  necessary
payment on or before the 5th day of each  month at a place as the  Landlord  may
designate.  In the event of late payment, a late charge shall be assessed at the
rate as set forth in Article 3 (2) above.

         4. In the event the lease term commences or terminates in the middle of
a month, the monthly maintenance charges shall be prorated for that month.

         5. In the event of substantial increases of taxes, assessments or other
prices or change of economic circumstances,  the monthly maintenance charges may
be increased accordingly after consultation between the Landlord and the Tenant.

         Article 6 (Requirements of Law, Rules and Regulations)
         -----------------------------------------------------

         Tenant shall comply with all applicable laws, orders and regulations in
conducting its  businesses  operations.  Tenant and its employees  shall observe
faithfully  and comply  strictly with the Rules and  Regulations  as Landlord or
Landlord's  agent may from time to time adopt concerning the use of the Premises
and other facilities and equipment.

         Article 7 (Assignment or Sublease)
         ---------------------------------

         1. Tenant  shall not assign this  Agreement  nor sublet the Premises or
part thereof to others.

         2. Other than the  employees  of the  Tenant,  Tenant  shall not permit
others to occupy the Premises or part thereof nor post signs of others.

         Article 8 (Prohibition of Residential Occupancy)
         -----------------------------------------------

         1.  Tenant  is  strictly   prohibited   from  using  the  Premises  for
residential purposes.  Only the Tenant's night watchmen, to the extent permitted
by the Landlord in writing, may stay on the Premises overnight.

         2.  Landlord  may  prohibit or restrict  the use of  elevators or other
facilities on legal holidays or Sundays or prior to 8:00 a.m. or after 7:00 p.m.
on business days.

         3. In the event the Tenant  decides to work on  holidays or beyond 7:00
p.m. on business days, Tenant shall pay additional  maintenance charges based on
the additional maintenance services provided by the Landlord.

         Article 9 (Indemnity of Landlord)
         ---------------------------------

         Landlord  shall not be liable  for any  damage  to  property  of Tenant
(including  vehicles  parked in the  parking  lot)  resulting  from any cause of
whatsoever nature.  Landlord shall only be required to assign and manage a guard
or guards to protect the common areas of the building.

         Article 10 (Prohibited Activities)
         ---------------------------------

         Tenant  agrees  not  to  engage  in  the  following  activities  on the
Premises:

         1.  Installation of signs or  advertisement  materials which will cause
nuisance to the general public.

         2. Delivery or storage of explosives  or other  materials  dangerous to
persons or property of others.

         3. Unauthorized use of heating  equipment or fuel such as woods,  coal,
oil or gas.

         4. Unauthorized use of heating or air conditioning equipment.

         5. Keeping animals or pets other than fish bowls.

         6. Damaging the Landlord's structures,  equipment or facilities; making
alterations to the structures of the building without the Landlord's consent; or
installation of signs or advertisement  materials without the Landlord's consent
or approval.

         7. Manufacturing or selling contraband goods.

         8. Use of the Premises for purposes  otherwise  unauthorized under this
Lease Agreement.

         Article 11 (Improvements and Installations)
         ------------------------------------------

         Tenant  is  prohibited   from  doing  the  following   improvements  or
installations without the Landlord's prior written consent. All the improvements
and  installations  shall be done under the  supervision  of the Landlord at the
expense of the Tenant.

         1. Alterations of the Premises; partitioning; or installation or change
of windows, etc.

         2.  Installation  or transfer of electrical  outlets;  installation  of
telephone system; or installation,  addition, transfer or change of water supply
or gas supply facilities.

         3. Posting trade name,  trademark,  etc. on the exterior walls or plate
glass of the building.

         4. Installation of safe or other heavy equipment.

         5. Installation of signs or advertisement materials.

         Article 12 (Repairs)
         -------------------

         1. Tenant shall be  responsible  for all the repairs of walls,  ceiling
and floors including painting. However, Landlord will do the regular painting of
ceilings and walls.

         2. If the  Landlord's  repairs are  needed,  Tenant  shall  immediately
notify the Landlord.  Tenant's  repairs shall be done in  consultation  with the
Landlord.


         Article 13 (Damages)
         --------------------

         1. In the event of damages to the  Premises  or the  facilities  in the
Building caused by the Tenant, its employees,  agents or invitees,  Tenant shall
immediately notify the Landlord and pay the necessary damages.

         2. Tenant  shall be liable for any damages of which the Tenant fails to
notify the Landlord.

         3. The amount of damages shall be  determined by the Landlord  based on
the fair market value.  Landlord's  determination herein shall be conclusive and
final.

         Article 14 (Access)
         ------------------

         Landlord or its agents  shall have access to the  Premises at all times
during the term of this Lease for the purpose of necessary inspection, emergency
measures for sanitation,  fire  prevention and crime  prevention and to show the
Premises to future tenants.

         Article 15 (Landlord's Termination)
         ----------------------------------

         1.  Landlord  shall  have  the  right  to  terminate  this  Lease  upon
occurrence of the Tenant's defaults as follows:

                  a.  Failure  to pay rents and  additional  rents or two (2) or
more months beyond the due dates as provided for in Article 4 and Article 5.

                  b.  Encumbrance  or  attachment  of the  monies  deposited  as
security.

                  c. Other defaults of the Tenant.

         2. In the event of the Tenant's default,  Landlord shall have the right
to terminate this Lease,  to refuse the renewal or extension of the term of this
Lease and to demand immediate surrender of the Premises.  Further,  Landlord may
take any and all other actions it deems  appropriate to enforce its rights under
this Lease.

         Article 16 (Surrender and Restoration)
         -------------------------------------

         1. Tenant  shall  remove all its  property and assets and return to the
Landlord the keys and other  property  belongings to the Landlord on or prior to
the expiration of the term of this Lease.

         2. At the end of the term of this Lease,  Tenant  shall  remove all the
partitions or other facilities  installed by the Tenant and restore the Premises
to its original condition.

         Article 17 (Force Majeure)
         -------------------------

         Landlord shall not be responsible for damages to Tenant's equipment and
other property caused by fire theft, natural disaster, earthquake and other acts
of  god.  Tenant  shall  be  responsible  for  installation  of  facilities  and
instruments  necessary for  prevention of fire and other damages to the property
to its own.

         Article 18 (Interpretation)
         --------------------------

         Any disputes  arising under this Lease  Agreement  shall be resolved in
accordance with the laws of the Republic of Korea.

         Article 19 ( Jurisdiction)
         -------------------------

         Any legal actions  concerning  this Lease Agreement shall be subject to
the jurisdiction of Seoul Civil District Court.

         Article 20 (Management regulations)
         ----------------------------------

         Tenant  agrees to observe the  regulations  which the Landlord may from
time to time  establish  in order to protect  the  property of the Tenant and to
manage the Premises.

         IN WITNESS  WHEREOF,  the parties have executed two (2) counterparts of
this Lease Agreement.


Dated:  May 21, 1998


Landlord:      Dongsuh Securities, Co., Ltd.
               34-1 Yoido-Dong
               Youngdeungpo-Gu, Seoul
               By:  Kwan Jong Kim
                    Representative Director

Tenant:        Dongsuh Finance Co., Ltd.
               826-24 Yoksam-Dong
               Kangham-Gu, Seoul
               By:  Hyun Yi Kang
                    Representative Director