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                                                                    Exhibit 1.1
                                                           [English Translation]

                            ARTICLES OF INCORPORATION
                                       OF
                             KOREA THRUNET CO., LTD.

                          CHAPTER I. GENERAL PROVISIONS

ARTICLE 1         (CORPORATE NAME)

(1)  The name of this company shall be "CHUSIK HOESA THRUNET" (hereinafter
     referred to as the "Company"), which shall be written in English as "Korea
     Thrunet Co., Ltd."

(2)  The name of the Company shall be abbreviated to "THRUNET."

ARTICLE 2         (OBJECTIVE)

The objective of the Company shall be to engage in the following businesses:

(1)  Lease of telecommunication lines facilities;

(2)  Wired and/or wireless telecommunication business, such as telephone
     business, super highway network business, wireless communication business,
     or satellite communication business;

(3)  Value added network business such as collection, processing, provision,
     exchange and transmission of information and multimedia service;

(4)  Cable broadcasting transmission network and distribution network businesses
     and telecommunications business based on cable broadcasting transmission
     networks;

(5)  System integration business, such as system consulting, system
     implementation and facilities management;

(6)  Development and sale of software and sale of telecommunication equipments;

(7)  Research and development of telecommunication and the technology thereof;

(8)  Training of telecommunication specialty personnel;

(9)  Testing and inspection of telecommunication equipment and machinery;

(10) Installation, operation and maintenance of facilities for the purpose of
     the businesses mentioned in each Item above;

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(11) Provision of services and construction for the purpose of the businesses
     mentioned in each Item above;

(12) Overseas business related to those businesses mentioned in each Item above;

(13) Any investment or contributions related to the businesses mentioned in each
     Item above;

(14) Lease of real property and other incidental facilities thereto under the
     laws and regulations related to electricity and communications;

(15) Advertising and publication businesses under the laws and regulations
     related to electricity and communications;

(16) Other businesses approved or delegated by the government; and

(17) Any and all business which is required or incidental to the conduct of the
     foregoing businesses.

ARTICLE 3         (LOCATION OF HEAD OFFICE, BRANCHES AND LOCAL OFFICES)

The Company shall have its head office in Seoul. The Board of Directors of the
Company may establish branches and local offices, when it deems necessary.

ARTICLE 4         (METHOD OF NOTICE AND PUBLIC ANNOUNCEMENT)

The public notice of the Company shall be made in "The Korea Economic Daily," a
daily newspaper published in Seoul, Korea.


                     CHAPTER II. CAPITAL AND SHARES OF STOCK

ARTICLE 5         (TOTAL NUMBER OF AUTHORIZED SHARES AND FACE VALUE THEREOF)

The total number of shares authorized to be issued by the Company shall be
400,000,000 shares, and the face value per share shall be two thousand and five
hundred (2,500) Won.

ARTICLE 6         (NUMBER OF SHARES ISSUED AT THE TIME OF INCORPORATION, AND
                  PAYMENT FOR SHARES)

The total number of shares to be issued by the Company at the time of its
incorporation shall be 12,000,000 shares. The Company shall not issue any share
certificate until the total face value of the shares subscribed for by the
shareholders are fully paid.

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ARTICLE 7         (TYPE OF SHARES)

The shares to be issued by the Company shall be common shares which shall be
referred to as "Class A Common Shares" in English) and preferred shares (which
shall be referred to as "Class B Preferred Shares" in English), both of which
shall be in registered form.

ARTICLE 7-2       (NUMBER AND DESCRIPTION OF PREFERRED SHARES)

(1)  The total number of non-voting preferred shares authorized to be issued by
     the Company is forty million (40,000,000) shares.

(2)  The dividend on preferred shares shall be determined by the Board of
     Directors at the time of issuance thereof, which shall be not less than one
     percent (1%) per annum of the par value of the preferred share.

(3)  If the dividends on common shares exceed those on preferred shares, the
     excess dividend amount shall also be paid to the holders of preferred
     shares.

(4)  If the dividends on preferred shares are not paid for any fiscal year, the
     holders of such preferred shares shall be entitled to receive such
     accumulated unpaid dividend in priority to the holders of common shares
     from the dividends payable in respect of the next fiscal year.

(5)  If a resolution not to pay dividends on preferred shares is adopted, then
     the preferred shares shall be deemed to have voting rights from the time of
     the general meeting of shareholders following the general meeting at which
     such resolution not to pay dividends on preferred shares is adopted to the
     time of the end of the general meeting of the shareholders at which a
     resolution to pay dividends on such preferred shares is adopted.

(6)  In case the Company issues new shares by rights offering or bonus issue,
     then the new shares issued with respect to the preferred shares shall be
     common shares in the case of rights offering, and shall be the shares of
     the same type in the case of bonus issue.

(7)  The existing period of preferred shares shall be decided by the Board of
     Directors at the time of issuance thereof. Preferred shares shall be
     immediately converted into common shares upon the expiration of the
     existing period; provided that, if the holders of the preferred shares do
     not receive the dividends entitled to them during the existing period, then
     the existing period shall be extended until such holders receive the
     dividends entitled to them in full. In this case, Article 9-2 shall apply
     mutatis mutandis with respect to the dividends on new shares issued upon
     conversion.

ARTICLE 8         (SHARE CERTIFICATES AND ALTERATION OF ENTRIES)

(1)  All shareholders of the Company shall be entitled to receive the share
     certificates affixed with an official seal of the Representative Director
     of the Company with respect to the shares held by them.

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(2)  The share certificates of the Company shall be in the following eight (8)
     denominations: one (1), five (5), ten (10), fifty (50), one hundred (100),
     five hundred (500), one thousand (1,000), and ten thousand (10,000) shares.

(3)  If a person who obtained the shares of the Company requests the
     registration in the shareholders' registry, he/she shall submit an
     application therefor to the Company in the form prescribed by the Company
     affixed with his/her name and seal or signature, together with the
     following documents; provided that, if the Company has a transfer agent,
     those provisions of Article 11, Paragraphs (3) and (4) shall apply:

     1.   The relevant share certificates in case of acquisition of shares by
          endorsement;

     2.   The certificate of assignment and the share certificates involved, in
          case of acquisition of shares by assignment; and

     3.   The share certificates involved and other documents certifying the
          causes of acquisition, in case of acquisition of shares by merger or
          reasons other than agreement.

ARTICLE 9         (ISSUANCE OF NEW SHARES AND PRE-EMPTIVE RIGHTS)

(1)  The shareholders of the Company shall have rights to subscribe for new
     shares to be issued by the Company in proportion to their respective
     shareholdings.

(2)  Notwithstanding the provision of Paragraph (2), the Company may allocate
     new shares to persons other than existing shareholders of the Company, in
     any of the following cases:

     1.   If the Company issues new shares by a general public offering approved
          by a resolution of the Board of Directors in accordance with Article
          189-3 of the Securities and Exchange Act ("SEA");

     2.   If the Company preferentially allocates new shares to members of the
          Employee Stock Ownership Association in accordance with Article 191-7
          of the SEA;

     3.   If the Company issues new shares pursuant to the exercise of stock
          options in accordance with Article 189 of the SEA;

     4.   If the Company issues new shares for the issuance of depositary
          receipts ("DR") in accordance with Article 192 of the SEA;

     5.   If the Company issues new shares in accordance with the Foreign
          Investment Promotion Law for the inducement of foreign capital as
          necessary for the management of the Company;

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     6.   If the Company issues news shares to domestic financial institutions,
          legal persons or individuals to the extent necessary for the
          management of the Company.

(3)  In the case of abandonment or loss of the right of the shareholders to
     subscribe for new shares, or if fractional shares remain at the time of
     allocation of new shares, such shares shall be disposed of by a resolution
     of the Board of Directors.

ARTICLE 9-2       (ISSUE DATE OF NEW SHARES FOR THE PURPOSE OF DIVIDENDS)

In case the Company issues new shares through rights issues, bonus issues and
stock dividends, the new shares shall be deemed to have been issued at the end
of the fiscal year immediately prior to the fiscal year during which the new
shares are issued, for purposes of distribution of dividends for such new
shares.

ARTICLE 9-3       (STOCK OPTION)

(1)  The Company may grant stock options to its directors, auditors or other
     employees who are capable of contributing to the establishment, management
     or technical improvement of the Company by an extraordinary resolution of
     the General Meeting of Shareholders.

(2)  Notwithstanding Paragraph (1), none of the following persons shall be
     eligible for receiving stock options;

     1.   A shareholder who holds 10/100 or more of the total outstanding shares
          of the company excluding the nonvoting shares;

     2.   A person who actually exercises influence over such major management
          matters of the company as the appointment or dismissal of directors
          and auditors, etc.; and

     3.   Spouse and lineal ascendants or descendants of persons falling under
          subparagraphs 1 and 2.

(3)  The number of new shares to be issued or to be transferred upon the
     exercise of stock options shall not exceed 10/100 of the total outstanding
     shares of the company.

(4)  The stock option may not be granted to all the directors, auditors or other
     employees, and the stock option to be granted to each director, auditor or
     other employee shall not exceed 10% of the total issued and outstanding
     shares.

(5)  The exercise price of the stock option per share shall be at least the
     following price. This shall also apply to the case where the exercise price
     thereof is adjusted after the stock option is granted; provided that if
     there is a price at which shares of the Company are traded through any
     foreign securities exchange or automated quotation system, the "fair price"
     shall be deemed equal to the market price calculated by applying, mutatis


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     mutandis, the provisions of Article 84-9, Paragraph 2, Item 1 of the
     Enforcement Decree issued under the Securities Exchange Act to such price:

     1.   In the case of issuing new shares, the higher amount between their
          substantial price as of the date of granting the stock option and
          their face value; and

     2.   In the case of transferring the company's own shares, their
          substantial price as of the date of granting the stock option.

(6)  The stock option may be exercised within a period of seven (7) years
     commencing from three (3) years after the date of the resolution prescribed
     in Paragraph (1) above.

(7)  A person who is granted the stock option may not exercise the stock option
     until he or she has been with the Company for at least two (2) years from
     the date of resolution provided in Paragraph (1) above; provided that, in
     case such person dies or retires from the Company under the age limit, or
     retires or resigns from the Company by other reasons not attributable to
     such person, within two (2) years from the date of the resolution provided
     in Paragraph (1) above, such person may exercise the stock option during
     the exercisable period.

(8)  For the purpose of any distribution of profits on the newly issued shares
     upon the exercise of the stock option, Article 9, Paragraph (2) shall apply
     mutatis mutandis.

(9)  The stock option may be canceled upon the resolution of Board of Directors'
     Meeting if any of the following occurs;

     1.   When the relevant director, auditor or employee voluntarily retires or
          resigns from the Company after receiving the stock option;

     2.   When the relevant director, auditor or employee inflicts material loss
          to the Company due to the negligence or willful misconduct of such
          person; or

     3.   When there occurs any other events for cancellation of stock option
          pursuant to the stock option agreement.

ARTICLE 9-4       (GENERAL PUBLIC OFFERING)

(1)  The Company may issue new shares by general public offering of not
     exceeding 50% of the total number of issued and outstanding shares by a
     resolution of the Board of Directors in accordance with the provisions of
     the SEA.

(2)  In case of issuance of new shares by general public offering, such matters
     as the number of shares to be issued and the issuance price shall be
     determined the a resolution of the Board of Directors to the extent
     permitted by applicable laws and regulations.

ARTICLE 10        (CLOSE OF SHAREHOLDERS' REGISTRY)

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(1)  The Company shall suspend entries of alternations in the registry of
     shareholders, registering the creation and cancellation of pledges over
     shares, indication of trust assets and cancellation thereof with respect to
     shares, for a period from January 1 through 31 of each year.

(2)  The Company shall cause the shareholders whose names appear in the registry
     of shareholders on the last day of each fiscal year to exercise the rights
     as shareholders at the ordinary general meeting of shareholders convened
     for such fiscal year.

(3)  If necessary for convening of an extraordinary general meeting of
     shareholders or any other cause, the Company may set a record date or close
     the registry of shareholders for not more than three (3) months pursuant to
     a resolution of the Board of Directors.

(4)  The Company shall give a public notice of the period and/or the record date
     referred to in the preceding Paragraph (3) at least two (2) weeks in
     advance of the commencement of the period and/or such date.

ARTICLE 11        (TRANSFER AGENT)

(1)  The Company may designate a transfer agent for shares.

(2)  The transfer agent, its office and its duties shall be determined by a
     resolution of the Board of Directors of the Company, and shall be notified
     to the public.

(3)  The registry of shareholders of the Company or a duplication of it shall be
     kept at the office of the transfer agent. The transfer agent shall handle
     the entries of alternations in the registry of shareholders, registering
     the creation and cancellation of pledges over shares, indication of trust
     assets and cancellation thereof with respect to shares, issuance of share
     certificates, receipt of reports and other related activities.

(4)  The procedure necessary for conducting activities referred to in Paragraph
     3 shall be carried out in accordance with the Regulations on Transfer
     Agency Business in Securities and Paragraph 2 of Article 21-2.

ARTICLE 12        (REPORT OF NAMES, ADDRESSES AND SEALS)

(1)  The shareholders and/or their representatives shall report in writing,
     their names, addresses and seals to the Company. However, a shareholder or
     his/her representative who customarily use signature in place of seal may
     report in writing such signature to the Company. In case the Company has a
     transfer agent, the provisions in Article 11, Paragraphs (3) and (4) shall
     apply mutatis mutandis.

(2)  The shareholders and their representatives shall immediately notify to the
     Company in writing of the change in the matters referred to in the
     foregoing Paragraph (1). Immediately upon the receipt of such notice, the
     Company shall forthwith enter it in the


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     shareholders' registry. In case the Company has a transfer agent, the
     provisions in Article 11, Paragraphs (3) and (4) shall apply mutatis
     mutandis.

ARTICLE 13        (REISSUANCE OF SHARES CERTIFICATES)

(1)  A person desiring reissuance of a share certificate for reason of loss,
     damage or mutilation of a share certificate, or split or consolidation of
     shares, shall submit an application therefor to the Company in the form
     prescribed by the Company, together with the share certificate involved.

(2)  In case of loss of share certificate, or where the damage or mutilation of
     a share certificate is so extreme that the share certificate cannot be
     authenticated, a person desiring reissuance of a share certificate shall
     submit to the Company an application therefor in the form prescribed by the
     Company, together with the original or the certified copy of a Judgment of
     Nullification with respect to the share certificate involved.

(3)  A person who requests the reissuance of share certificates under this
     Article shall pay to the Company the fee determined by the Company.

                               CHAPTER III. BONDS

ARTICLE 14        (CONVERTIBLE BONDS)

(1)  The Company may issue to persons other than existing shareholders of the
     Company convertible bonds to the extent that the total face value of the
     bonds shall not exceed 800 billion Won, by a resolution of the Meeting of
     Board of Directors in any of the following cases:

     1.   When the Company issues convertible bonds by general public offering;

     2.   When the Company issues convertible bonds for the Company's business
          in order to induce foreign investment under the Foreign Investment
          Promotion Act;

     3.   When the Company issues convertible bonds to the domestic or foreign
          entities having strategic or management cooperation;

     4.   When the Company issues convertible bonds to domestic financial
          institutions, creditors or legal persons in order to urgently raise
          funds; or

     5.   When the Company issues convertible bonds abroad under Article 192 of
          the SEA.

(2)  The Board of Directors may determine that the convertible bonds referred to
     in Paragraph (1) may be issued on the condition that conversion rights will
     be attached to only a portion of the convertible bonds.

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(3)  The shares to be issued upon conversion shall be common shares. The
     conversion price, which shall be equal to or more than the face value of
     the shares, shall be determined by the Board of Directors at the time of
     issuance of convertible bonds.

(4)  The conversion period shall be from the issuance date of the convertible
     bonds to the date immediately preceding the redemption date thereof.
     However, the conversion period may be adjusted within the above period by a
     resolution of the Board of Directors.

(5)  For the purpose of any distribution of dividends or interest on shares
     issued upon conversion, Article 9-2 hereof shall apply mutatis mutandis.

ARTICLE 15        (BONDS WITH WARRANTS)

(1)  The Company may issue to persons other than existing shareholders of the
     Company, bonds with warrants to the extent that the total face value of the
     bonds shall not exceed 500 billion Won, by a resolution of the Meeting of
     Board of Directors in any of the following cases:

     1.   When the Company issues bonds with warrants by general public
          offering;

     2.   When the Company issues bonds with warrants for the Company' s
          business in order to induce foreign investment under the Foreign
          Investment Promotion Act;

     3.   When the Company issues bonds with warrants to the domestic or foreign
          entities having strategic or management cooperation;

     4.   When the Company issues bonds with warrants to domestic financial
          institutions, creditors or legal persons in order to urgently raise
          funds; or

     5.   When the Company issues bonds with warrants abroad under Article 192
          of the SEA.

(2)  The amount of new shares which can be subscribed for by the holders of the
     bonds with warrants shall be determined by the Board of Directors, to the
     extent not exceeding the total face value of the bonds with warrants.

(3)  The shares to be issued upon exercise of warrants shall be common shares.
     The issue price, which shall be equal to or more than the face value of the
     shares, shall be determined by the Board of Directors at the time of
     issuance of bonds with warrants.

(4)  The warrant exercise period shall be from the date of issuance of the
     relevant bonds to the date immediately preceding the redemption date
     thereof. However, the warrant exercise period may be adjusted within the
     above period by a resolution of the Board of Directors.

(5)  For the purpose of any distribution of dividends on profits and interest on
     shares issued upon the exercise of warrants, Article 9-2 hereof shall apply
     mutatis mutandis.

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ARTICLE 16        (APPLICABLE PROVISIONS FOR THE ISSUANCE OF BONDS)

The provisions of Article 8; Paragraph 5 of Article 9; Paragraph 6 of Article 9
(in case of Article 14, Paragraph 1, Subparagraph 6 and Article 15, Paragraph 1,
Subparagraph 6); Article 11; and Article 12 hereof shall be applicable to the
issuance of bonds: provided that, Item 2, Sub-item b under Paragraph 5 of
Article 9 shall be applicable only in case of issuance of convertible bonds and
bonds with warrants relating to the common shares of the Company.

                  CHAPTER IV. GENERAL MEETINGS OF SHAREHOLDERS

ARTICLE 17        (TYPE AND CONVENING OF THE GENERAL MEETINGS OF SHAREHOLDERS)

(1)  General meetings of the shareholders of the Company shall be of two types:
     Ordinary and Extraordinary. The Ordinary General Meeting of Shareholders
     shall be held within three (3) months after the end of each fiscal year,
     and Extraordinary General Meeting of Shareholders may be convened by a
     resolution of the Board of Directors, or by a written request by
     shareholders holding three percent (3%) or more of the total issued and
     outstanding shares.

(2)  Notwithstanding the foregoing Paragraph (1), the Inaugural General Meeting
     of Shareholders shall be convened immediately upon the full payment for the
     shares issued under Article 6 hereof.

(3)  The General Meeting of Shareholders shall be held in the city where the
     head office is located, or any other places adjacent thereto as required.

ARTICLE 18        (CONVENING OF THE GENERAL MEETING)

(1)  Unless otherwise described in the Korean Commercial Code or in these
     Articles of Incorporation, the date, time and place of the General Meeting
     of Shareholders shall be decided by the Board of Directors whenever it is
     convened. The General Meeting of Shareholders may be held in the city where
     the head office is located or at other places if required.

(2)  The General Meeting of Shareholders shall be convened by the Representative
     Director pursuant to a resolution of the Board of Directors unless
     otherwise prescribed in the Korean Commercial Code and these Articles of
     Incorporation. The written notice of the General Meeting of Shareholders
     stating the date, time, place and agenda thereof shall be sent to all
     shareholders two (2) weeks prior to the date set for the General Meeting of
     Shareholders. However, written notice to any shareholder in Korea holding
     1% or less of the total issued and outstanding shares may be replaced by
     giving public notice of the convening of the General Meeting of
     Shareholders at least twice in the Korea Economy Daily and Maeil Business
     Daily, which are published in the city of Seoul.

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(3)  If the Representative Director is not able to convene the General Meeting
     of Shareholders, a Director designated by the other Directors shall call
     the General Meeting of Shareholders in his place.

(4)  The procedures for the convening of the General Meeting of Shareholders may
     be shortened or omitted with the consent of all shareholders in writing, or
     by telegraph, telex or telecopier prior to the date set for such General
     Meeting of Shareholders.

ARTICLE 19        (RESOLUTION)

The General Meeting of Shareholders may resolve only those agenda set forth in
the notice for convening of the General Meeting of Shareholders; provided that,
other matters may be resolved at the General Meeting of Shareholders with the
consent of all holders of shares outstanding.

ARTICLE 20        (CHAIRMAN OF THE GENERAL MEETING OF SHAREHOLDERS AND
                  CHAIRMAN'S AUTHORITY TO KEEP ORDER)

(1)  The Representative Director shall serve as Chairman of the General Meeting
     of Shareholders. In the absence of the Representative Director, the
     Directors shall elect a Chairman from among themselves.

(2)  The Chairman may order persons who intentionally speak or behave
     obstructively or who disturb the proceedings of the meeting to stop or
     retract a speech or to leave the place of meeting. The Chairman may also
     restrict the length and frequency of the speech of shareholders if it is
     deemed necessary for the smooth proceeding of the General Meeting of
     Shareholders.

ARTICLE 21        (VOTING RIGHTS)

(1)  Each shareholder shall have one (1) voting right for each share he/she owns
     and registered in his/her name.

(2)  A shareholder may exercise his/her vote through a proxy. In this case, the
     proxy holder shall present to the Company documents evidencing authority to
     act as a proxy at each General Meeting of Shareholders at which he acts as
     proxy.

(3)  If any shareholder who holds two (2) or more votes wishes to split his/her
     votes, he/she shall notify in writing to the Company his/her intention and
     the reasons therefor no later than three (3) days prior to the date set for
     the General Meeting of Shareholders.

(4)  The Company may refuse to allow the shareholder to split his/her votes,
     unless the shareholder acquired the shares in trust or otherwise holds the
     shares for and on behalf of some other person.

ARTICLE 21-2      (RESTRICTION ON SHAREHOLDER'S VOTING RIGHT UNDER THE RELEVANT
                  LAWS)

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(1)  Any foreigner, including any foreign invested entity, who acquires any
     shares of the Company in violation of the foreign ownership restriction
     under the Telecommunication Business Law shall not have any voting rights
     with respect to such shares acquired in excess of the foreign ownership
     restriction. Any shareholder of the Company who becomes a foreigner or a
     foreign invested entity for purposes of the Telecommunications Business
     Law, resulting in a violation of the foreign ownership restrictions
     thereunder, shall not have any voting rights with respect to its shares
     owned in excess of the foreign ownership restriction.

(2)  Neither the Company nor the transfer agent of the Company shall give any
     effect in the Shareholders Registry of the Company to any transfer of
     shares that would result in a violation of the foreign ownership
     restrictions under the Telecommunications Business Law or the Broadcasting
     Law.

ARTICLE 22        (METHOD OF RESOLUTION)

Unless otherwise prescribed in the laws and these Articles of Incorporation, the
applicable provisions in the Korean Commercial Code shall apply mutatis mutandis
with respect to the matters to be resolved at the General Meeting of
Shareholders and the requirements of resolution therefor.

ARTICLE 23        (MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS)

The substance of the course of the proceedings of the General Meeting of
Shareholders and the results thereof shall be recorded in the minutes, and shall
be preserved at the head office of the Company which may be available to others,
and certified copies thereof at the branch, after being affixed with the names
and seal impressions or signatures of the Chairman as well as the Directors
present.

          CHAPTER V. DIRECTORS, BOARD OF DIRECTORS, AND AUDIT COMMITTEE

ARTICLE 24        (NUMBER AND ELECTION OF DIRECTORS)

The Directors of the Company shall be elected at the General Meeting of
Shareholders. The Company shall have not less than five (5) but not more than
fifteen (15) Directors. The Directors shall consist of standing Directors and
non-standing Directors and at least two (2) of the non-standing Directors shall
be independent Directors; provided that, a person falling under the following
Items cannot be an independent Director of the Company. In case two (2) or more
Directors are to be appointed, the cumulative voting system provided for in
Article 382-2 of the Korean Commercial Code shall not be applicable.

     1.   Persons who are officers or employees of the Company or its
          subsidiaries, and

     2.   Persons who are deemed in a relationship with the Company which may
          interfere such person's exercise of independent judgement in carrying
          out the responsibilities of the director of the Company.

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ARTICLE 25        (TERMS OF DIRECTORS)

(1)  The term of office of a Director shall be three (3) years; provided that,
     the term of the first standing Director who is elected at the time of
     incorporation of the Company shall be two (2) years. The term of office of
     a Director shall be extended up to the close of the Ordinary General
     Meeting of Shareholders convened in respect of the last fiscal year of such
     term of office.

(2)  In the case of any vacancy in the office of a Director, a substitute
     Director shall be elected at the Extraordinary General Meeting of
     Shareholders. The terms of a Director elected to fill a vacancy shall be
     the remaining term of his/her predecessor.

ARTICLE 26        (BOARD OF DIRECTORS' AUTHORITY)

The Board of Directors shall pursue the appropriate management policy so that
the Company may be managed efficiently in conducting the business and providing
high quality services referred to in Article 2 hereof.

ARTICLE 26-2      (AUDIT COMMITTEE)

(1)  The Company shall have an Audit Committee within the Board of Directors in
     lieu of the Auditor.

(2)  The Audit Committee shall consist of three (3) or more Directors.

(3)  Two thirds (2 / 3) or more of the members of the Audit Committee shall be
     independent Directors.

(4)  The Audit Committee shall elect its representative by its resolution. In
     such case, the Audit Committee may determine to have several members
     jointly represent the Audit Committee.

(5)  The Audit Committee shall audit the accounting and business affairs of the
     Company.

(6)  The Audit Committee shall review the matters which may result in conflicts
     of interest between the Company, the officers or employees, shareholders
     who own at least 1% of the issued and outstanding shares of the Company or
     the subsidiaries.

(7)  The Audit Committee may request the convening of an Extraordinary General
     Meeting of Shareholders by submitting a written request to the Board of
     Directors, specifying the purposes and reason for convening of the meeting.

(8)  When it is necessary for the performance of its duties, the Audit Committee
     may request a subsidiary to report on its business In such case, when the
     subsidiary does not report


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     immediately or when it is necessary to confirm the contents of the report,
     the Audit Committee may investigate the business and asset status of such
     subsidiary.

(9)  The Audit Committee shall approve the appointment of External Auditor.

(10) The Audit Committee shall handle the matters delegated by the Board of
     Directors other than those provided in Paragraphs (5) through (9) above.

(11) The matters concerning the operations and duties of the Audit Committee
     which are not prescribed in these Articles of Incorporation shall be
     determined by the regulations of the Audit Committee.

ARTICLE 27       (CONVENING OF THE MEETING OF BOARD OF DIRECTORS AND RESOLUTION)

(1)  The Meeting of Board of Directors shall be convened by the Representative
     Director when he/she deems it necessary or when one (1) or more Directors
     request it in writing.

(2)  A written notice of the Meeting of Board of Directors specifying the agenda
     to be discussed shall be given to each Director at least one (1) week prior
     to the date set for such meeting. At such meeting the Directors may not
     resolve the matters which were not described in the said agenda. However,
     such notice may be omitted with the consent thereon of all Directors.

(3)  Quorum for the board of directors shall consist of more than half of the
     current directors, and resolution shall be reached when more than half of
     those attending vote for the resolution.

(4)  The Representative Director shall serve as Chairman of the Meeting of Board
     of Directors. In the event the Representative Directors fails to serve as
     Chairman, the Directors shall elect a Chairman from among themselves.

ARTICLE 28       (MINUTES OF THE MEETING OF BOARD OF DIRECTORS AND AUDIT REPORT)

(1)  The substance of the course of the proceedings of the Meeting of Board of
     Directors and the results thereof shall be recorded in the minutes, and
     shall be preserved at the head office of the Company after being affixed
     with the names and seal impressions or signatures of the Chairman as well
     as the Directors present at the meeting.

(2)  The Audit Committee shall record the substance and results of its audit in
     the Audit report, which shall bear the names and seal impressions or
     signatures of the members of the Audit Committee who performed such audit.

ARTICLE 29        (REMUNERATION AND SEVERANCE PAY FOR DIRECTORS)

(1)  The remuneration for the Directors shall be determined by a resolution of
     the General Meeting of Shareholders.

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(2)  The payment of the severance pay for the Directors shall be in accordance
     with the Regulations on Severance Pay to Officers which have been adopted
     at the General Meeting of Shareholders.

ARTICLE 30        (REPRESENTATIVE DIRECTOR)

(1)  The Board of Directors shall elect one (1) Representative Director from
     among the standing Directors.

(2)  The Representative Director shall represent the Company externally, and
     manage internally the day-to-day operations of the Company and conduct such
     duties as decided by the Meeting of Board of Directors from time to time.

(3)  The Representative Director shall immediately report to the Meeting of
     Board of Directors such important matters as may have an impact on the
     business of the Company, or other extraordinary matters.

                             CHAPTER VI. ACCOUNTING

ARTICLE 31        (FISCAL YEAR)

(1)  The fiscal year of the Company shall begin on January 1 and end on December
     31 of each year.

(2)  The first fiscal year of the Company shall begin on the date of
     registration of incorporation of the Company and end on December 31 of that
     calendar year.

ARTICLE 32        (AUDITING)

The books of account and records of the Company shall be prepared in accordance
with the generally accepted accounting principles in Korea and relevant laws and
regulations, which shall accurately reflect the Company's financial condition.

ARTICLE 33        (SUBMISSION AND MAINTENANCE OF FINANCIAL STATEMENTS, ETC.)

(1)  The Representative Director of the Company shall prepare the following
     financial statements, its supplementary accounts, business report and other
     documents to be provided under the applicable laws and regulations, and
     submit them to the Audit Committee no later than six (6) weeks before the
     date of the Ordinary General Meeting of Shareholders after obtaining the
     approval of the Meeting of the Board of Directors:

     (a)  Balance sheet;

     (b)  Profit and loss statement; and

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     (c)  Statement of appropriation of retained earnings or statement of
          disposition of deficit.

(2)  The Audit Committee shall submit an audit report to the Representative
     Director within four (4) weeks from receipt of the documents referred to in
     Paragraph (1) above. The Representative Director shall keep original copies
     of the documents referred to in Paragraph (1) above and the audit report of
     the Audit Committee thereto, at the head office of the Company for five (5)
     years, and certified copies of all of such documents at the branches of the
     Company for three (3) years, beginning from one (1) week prior to the date
     set for the Ordinary General Meeting of Shareholders and dispatch the
     copies of the documents referred to in Paragraph (1) above and the business
     report to the shareholders at least two (2) weeks prior to the date of the
     Ordinary General Meeting of Shareholders.

(3)  The Representative Director shall submit the financial statements and its
     supplementary documents to the Ordinary General Meeting of Shareholders for
     approval. The Representative Director shall also submit and report the
     business report to the Ordinary General Meeting of Shareholders.

(3)  In case the Company prepares semi-annual or quarterly reports in connection
     with the listing of the shares of the Company in domestic or foreign stock
     markets, the Company shall make available the copies of such documents to
     the shareholders within two (2) weeks from the submission of such report to
     the relevant institution.

ARTICLE 33-2      (ELECTION OF OUTSIDE AUDITOR)

The Company shall appoint the External Auditor with approval of the Audit
Committee in accordance with the Act on External Audit of Stock Companies, and
shall report the fact at the Ordinary General Meeting of Shareholders held for
the first time after the appointment.

ARTICLE 34        (DISPOSAL OF RETAINED EARNINGS AND DIVIDENDS)

(1)  The Company shall dispose the retained earnings for each fiscal year in the
     following order of priority, within the limitations in the relevant laws
     and regulations:

     1.   Preservation of deficit carried over;

     2.   Accumulation as legal reserve;

     3.   Accumulation as reserves for research and development resolved at the
          General Meeting of Shareholders, and discretionary reserve;

     4.   Payment of dividends;

     5.   Retained earnings to be carried over to the next fiscal year.

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(2)  If there is no claim for the payment of dividends for five (5) years, the
     dividends shall be deemed extinguished by prescription and revert to the
     Company.

ARTICLE 35        (DIVIDENDS)

(1)  Dividends may be distributed in cash and/or shares.

(2)  In case of stock dividends when the Company has issued more than one class
     of shares, the Company may distribute shares in a different class from the
     class of shares held by shareholders by the resolution of the General
     Meeting of Shareholders.

(3)  The dividends as provided for in the above paragraph (1) shall be
     distributed to the shareholders registered in the shareholder's registry
     and registered pledgee as of the end of the fiscal year.

                  CHAPTER VII. MATTERS RELATED TO INCORPORATION

ARTICLE 36        (INCORPORATION EXPENSES)

(1)  All expenses and costs incurred from the incorporation of the Company, such
     as related to the registration of incorporation, acquisition of approvals,
     permits or registrations necessary for the conduct of business of the
     Company, shall be borne by the Company.

(2)  TriGem Computer, Inc. and Korea Electric Power Corporation shall be
     entitled to reimbursed by the Company for the expenses they spent for the
     incorporation of the Company, to the extent not exceeding 700,000,000 Won.

ARTICLE 37        (PROMOTERS)

The names and addresses of the Promoters of the Company shall be as set forth
herein below.

ARTICLE 38        (REPRESENTATIVE OF THE COMPANY PRIOR TO THE INCORPORATION OF
                  THE COMPANY)

The Representative who appears in the application for license for the business
shall represent the Company prior to the incorporation of the Company for
preparation and submission of the application for license of telecommunication
line facilities leasing business.

                            CHAPTER VIII. DISSOLUTION

ARTICLE 39        (DISSOLUTION)

The Company shall be dissolved in any of the following cases:

(1)  When the dissolution of the Company is resolved at the General Meeting of
     Shareholders;

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(2)  When the Company is merged into another corporation;

(3)  When a court order requesting dissolution of the Company is issued; or

(4)  When the Company is declared bankrupt.

                               CHAPTER IX. ADDENDA

ARTICLE 1         (EFFECTIVE DATE)

These Articles of Incorporation shall become effective from January 9, 2004.

ARTICLE 2         (REGULATIONS)

The Board of Directors may establish regulations as may be required for the
administration of the affairs of the Company, to the extent of its authority
granted by these Articles of Incorporation and by a resolution of the General
Meeting of Shareholders.

ARTICLE 3         (APPLICATION OF THE KOREAN COMMERCIAL CODE)

Matters not specifically provided for herein shall be determined in conformity
with resolutions adopted at the Meeting of Board of Directors or the General
Meeting of Shareholders of the Company under the relevant provisions of the
Korean Commercial Code, as the case may be.

ARTICLE 4         (EFFECT OF PARTIAL INVALIDATION)

In the event any provision of these Articles of Incorporation or a part thereof
is in violation of the relevant law or regulation and thereby to be found
invalid, other provisions or any valid part contained in such invalid provision
shall not be affected in any way from the said invalid provision or a part
thereof. Such invalid provision or a part thereof shall be interpreted not to
constitute a part of these Articles of Incorporation.

ARTICLE 5         (EFFECTIVENESS OF ARTICLES OF INCORPORATION)

The Articles of Incorporation shall become effective immediately after the
special resolution of shareholders' meeting.


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