Ex. 10.19 - Modification to Stock Purchase Agreement



MODIFICATION TO STOCK PURCHASE AGREEMENT

This Modification
(“Modification”)is made between NewState Capital Co., Ltd., a
corporation with its principal place of business at 837-26 Yoksam-Dong,
Kangnam-Gu, Seoul (hereinafter referred to as the “Transferee”) and
Suk Cho Kang and the other shareholders named in the Exhibit “A”
(hereinafter referred to as the “Transferor” or
“Transferors” collectively) to modify the terms of the Agreement (the
“Agreement”) made between the Transferors and Transferee on December
1, 2000. 


Article 1 (Performance of the Agreement)


1.  Upon execution of this
Modification, the Transferors shall transfer 100,000 shares of stock constituting 6.21% of
the total issued and outstanding shares of stock to a third party designated by
the Transferee and the Transferee shall pay the Transferors the sum of
460,000,000 Won. 


2.  (1) The Transferors
hereby assigns all the rights in the 471,000 shares which have not
been transferred to the
Transferee yet pending the approval of the Financial Supervision Commission and
the Transferee pledges the shares to the Transferors. 


(1)  The title to the
shares shall be transferred to the Transferee or its designee upon the
approval of the Financial
Supervision Commission. In the event the approval is delayed, the Transferee
shall sell the shares to third parties. 


(2)  The Transferee
shall complete the abovementioned transaction by June 30, 2001.
Otherwise, the performance
under the Agreement and this Modification shall be considered to have been
completed as of June 30, 2001. 


3.  (1) First Transfer
Agreement under the Agreement and the transfer of shares other
than the shares transferred
under Article 1 above shall be completed no later than June 30, 2001. (The
shares shall be acquired by the Transferee or its designee no later than June
30, 2001.) 


(2)   For the faithful
performance of this Modification, the Transferee shall pay the sum of
1,638,600,000 Won as security. 


(3)  The above security
shall be automatically applied to the balance of Purchase Price under the
Agreement on June 30, 2001. 


(4)  Notwithstanding the
provision of the security, the penalty and non-applicability of redemption under
Article 9 (2) of the Agreement shall remain in effect. 


Article 2 (Transfer of Management)


1.  Upon the execution of
this Modification, the Transferee shall take all the legal and economical
responsibility for management of the Corporation and the Transferors shall not
be responsible for same. 


2.  The Transferors shall fully cooperate with the Transferee for the
orderly management of the Corporation until the Closing.


Article 3 (Lease Agreement)


The lease agreement made
between the Transferors and the Corporation shall be extended to June 30, 2001. 


All the other terms and
conditions contained in the Agreement, other than those modified herein, shall
remain in full force and effect. 


Dated:    April 24, 2001


Transferors:

Suk Cho Kang, individually

and on behalf of the other Transferors named in Exhibit "A"




Signature:    _________________________

Name:         Suk Cho Kang                  (Seal)


Transferee:

NewState Capital Co., Ltd.




Signature:    _________________________

Name:          Byung Ki Kim

Position:        Representative Director             (Seal)



                
              


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