Ex. 10.22 - Modification to Stock Purchase Agreement


BUSINESS COOPERATION AGREEMENT

This Agreement is made between
NewState Capital Co., Ltd. (hereinafter the "First Party") and Shinhan Bank Ltd.
 (hereinafter the
"Second Party").  This Agreement consists of this agreement and addendum.
Additional addendum may be added whenever necessary after
mutual consultation.


Article 1 (Outline of Agreement)


The Second Party agrees to
fund the First Party’s issuance of ABS by means of a loan in the agreed
upon amount for a certain period of time as agreed between the parties. 


In consideration thereof,
the First Party agrees to hypothecate the mortgages held by it for the benefit
of the Second Party. (The Second Party shall have the right to demand ancillary
recording of the transfer of liens at its sole discretion and the First Party
shall fully comply with such demands.) 


Upon the formation of a
preliminary pool for issuance of ABS, the First Party shall transfer its
mortgages to an SPC in accordance with the Asset Liquidation Law; SPC shall
issue ABS and pay the First Party for the price of the transfer out of the
proceeds; and the First Party shall pay the Second Party’s loan. So that
the ABS may be issued, the Second Party agrees to terminate its liens on the
mortgages and, in exchange, the First Party shall grant to the Second Party
liens on the rights to the proceeds of ABS issuance by virtue of the transfer of
the mortgages. 


The First Party agrees to
hire the Second Party for all the matters necessary for liquidation of the
mortgages and the Second Party agrees to accept such hiring and to undertake all
the duties for orderly and timely processing. 


Article 2 (Validity)


This Agreement shall take
effect upon execution and shall continue to be effective until terminated
pursuant to Article 11 below. 


Article 3 (Loan Terms)


a.  The loan shall be a general business loan with a limited credit line.


b.  The credit line shall be the sum of Twenty Five Billion Won.


c.  Interest shall accrue at the rate of 1.75% above Shinhan Bank Prime Rate.  The interest rate at the time of the execution of this
Agreement is 11.5%.


d.  The maturity of this
loan shall be one year after the first transaction. Provided, however, that each
individually transacted loan shall mature after six (6) months of the loan
including a period of two (2) months necessary for liquidation of mortgages or
when the First Party receives payment from SPC, whichever is earlier. 



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Article 4 (Collateral)


a.  Valid Lien


The First Party shall hold
lawful and valid liens on the collaterals it provides to the Second Party. 


b.  Qualifications of Collateral


The following qualifications shall apply to the collaterals:


        (1)  Apartments shall consist of 80% or more of all the collaterals.


        (2)  Properties located within the metropolitan areas shall consist of 80% or more of all
the collaterals.


        (3)  First priority lien shall be provided in at least 85% of the total loan amount.


        (4)  LTV shall be 65% or less. LTV (Loan To Value) shall mean the ratio of the amount
of loan appraisal value exclusive of priority liens. Appraisal value shall be
the lowest value as determined by Real Estate Bank Magazine or Real Estate 114.
In the absence of such data, it shall be determined by an outside appraisal
firm. 


        (5)  
The amount of loan made to each borrower shall be less than Four Hundred Million
Won and the borrower shall not have a bad credit history. 


c.  Reserve


The First Party agrees to
deposit with the Second Party the sum of Two Hundred Million Won for recording
expenses and, in the event of termination of this Agreement as specified in
Article 5 hereof, the Second party shall have the right to apply the deposit to
the recording expenses without the First Party’s consent. In the event the
Second Party at its reasonable discretion decides to increase the amount of
deposit, the First Party shall comply with it. The deposit shall be returned
forthwith to the First Party upon the termination of this Agreement. 


d.  Ancillary Recording


        (1)  
At the time of the initial collateralization the mortgages, the First Party
shall deliver to the Second Party all documents necessary for ancillary
recording of transfer of liens. In the event of the First Party’s default
in payment, suspension of its business or occurrence of other events which will
jeopardize the payments to the Second Party, the Second Party at its sole
discretion may complete the ancillary recording. The Second Party’s
discretion in this regard shall be absolute and final. 



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        (2)  
The expenses for cancellation of the ancillary recording shall be borne by the
First Party. 


e.  Time Frame


The First Party shall
submit list of borrowers and supporting documents to the Second Party. The
Second party shall commence recording of loan transactions within two (2)
business days of receipt of such documents. 


f.  Escrow Account


The First Party shall make
deposits of the principal and interest it may receive from the borrowers and
guarantors into the escrow account opened with the Second Party and agrees to
pledge the escrow account to the Second Party as collateral for the loan made by
the Second Party. 


Article 5 (Termination)


In the event of occurrence
of any one of the following, the Second Party may terminate this Agreement even
prior to the maturity of loan without any notice and the First Party shall pay
off the loan made under this Agreement: 


        1.  The maturity of the loan is accelerated.

        2.  The credit rating of the First Party's corporate bond drops to BB- or below.

        3.  More than 10% of the collaterals provided by the First Party is disqualified.


Article 6 (Services and Fees)


a.  Issuance of ABS


The First Party hires the
Second Party for all the matters necessary for issuance of ABS and the Second
Party accepts such hiring and agrees to issue ABS within the shortest period of
time unless it will cause substantial disadvantage to the First Party due to
rapid change of interest rate or establishment of excessive subsequent priority
liens. Both parties shall cooperate with each to the fullest extent in issuing
the ABS. 


b.  Fees


       (1)  Arranger fee: 150 basis points /flat (For each issuance, including underwriting fee)


       (2)  Trustee fee: 25 basis points /per annum (To be payable at the end of each quarter based on the outstanding balance of the
ABS at the end of each quarter)


       (3)  Servicer fee: 50 basis points /per annum (To be payable at the end of each quarter based on the outstanding balance of the
ABS at the end of each quarter)



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c.  Time Frame


The liquidation of
mortgages shall take place within a period of four (4) months since the first
loan is made collateralizing the mortgage consisting of the ABS pool regardless
of the size of the pool. In the event the mortgage is transferred to SPC, the
maturity of the loan shall not exceed two (2) months regardless of the
fluctuation of the market interest rate. 


Article 7 (Amendments)


This Agreement may not be amended unless made in writing and signed by both parties.  This Agreement constitute the entire agreement
of the parties.


Article 8 (Good Faith)


Each party shall perform its obligatios in good faith.


Article 9 (Confidentiality)


Either party may not
disclose the information on potential customers obtained in its performance of
this Agreement to any third party. The information on borrowers shall belong
exclusively to the First Party. 


Article 10 (Damages)


The First Party shall perform its obligations with the fiduciary duty and shall compensate
The Second Party for any
damages caused by its negligence. In the event of the termination of this
Agreement due to a party’s default, the defaulting party shall compensate
the other party for any damages caused by its default. 


Article 11 (Duration)


The Agreement shall be
effective for a period of three (3) years unless the Second Party refuses to
extend the loan maturity each year pursuant to Article 3.d. This Agreement shall
be automatically extended for an additional period of one (1) year unless either
party gives a written notice to the other party otherwise at least one (1) month
prior to the expiration. 

Article 12 (Applicable Law and Jurisdiction)



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This Agreement shall be
construed and enforced in accordance with the laws of the Republic of Korea. Any
legal proceedings instituted in connection with this Agreement shall be
subjected to the jurisdiction of the Seoul District Court. 


Dated: May 2, 2001                             
 , 2001



SHINHAN BANK, LTD.              
                          NEWSTATE CAPITAL CO., LTD.





By:  In Ho Lee, President                
                          By:  Byung Ki Kim, President

         (Seal)                                
         
                             (Seal)





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