Ex. 10.21 - Asset Agreement (1)



ASSET MANAGEMENT AGREEMENT


This Agreement is made on
the 27th day of December, 2000 between NewState Second Mortgage SPC
(hereinafter referred to as the “Principal”) and NewState Capital Co.,
Ltd. (hereinafter referred to as the “Asset Manager”) for the purpose
of management, operation and disposition of the liquidation assets (as defined
hereinbelow) which will be transferred to the Principal in accordance with the
asset transfer agreement to be executed between the Principal and the Asset
Manager. 


Article 1:  Definitions


The following terms when
used in this Agreement shall have the following respective meanings: 


"Collateral" shall mean the houses in which NewState Capital Co., Ltd. has established security interests as collateral for the
liquidation assets.


“Escrow Account”
shall mean the account designated as the Principal’s escrow account for the
purpose of agency agreement. 


"Agent" shall mean H&C.


"Agency Agreement" shall mean the agreement made between the Principal and the Agent on December 27 for the purpose of asset
liquidation.


"Liquidation Plan" shall mean the asset liquidation plan which the Principal filed with the Financial Supervision Commission in
accordance with Article 3 of the Asset Liquidation Law.


“Liquidation
Asset” shall mean all rights for payment including principal and interest
on loans, late charges, commissions and other ancillary rights held by NewState
Capital Co., Ltd. which will be transferred to the Principal pursuant to asset
transfer agreement. 


"Asset Liquidation Settlement Date" shall mean November 14, 2000.


“Asset Backed
Securities or ABS” shall mean the 1st and 2nd class
priority bonds and the 1st and 3rd class non-priority
bonds to be issued by the Principal according to the Liquidation Plan. 


“ABS Quarter”
shall mean each period of three (3) months counting from the date of the
issuance of ABS. ABS Quarter, other than the initial ABS Quarter, shall commence
on the last day of the immediate previous ABS Quarter. 


“Asset Management
Business” shall mean the business entrusted to the Asset Manager in
accordance with Article 2 of this Agreement. 


"Asset Transfer Agreement" shall mean the agreement for transfer of assets made between the Principal and NewState Capital Co., Ltd.
on December 27, 2001 in connection with the Asset Liquidation in accordance with the Asset Liquidation Plan.


“Debtor” shall
mean the principal debtor, guarantor and others who are liable to perform the
obligations on the liquidated assets. 


“Installment Housing
Financing Agreement” shall mean the agreement applicable to the underlying
liquidation assets including the financing agreement made between the transferor
and the debtor on the liquidated asset and the standard financing transaction
regulations of the transferor. 


Article 2:  Designation of Asset Manager


The Principal hires the
Asset Manager, and the Asset Manager accepts such hiring, for the following
business: 


     1.  Preservation, collection and management of Liquidation Assets.

     2.  Maintenance and management of books and records relevant to monies received and others.

     3.  Execution of collateral and enforcement of other rights ancillary to the Liquidation Assets.

    4.  Other ancillary business.


Article 3:  Fiduciary Duty of the Asset Manager


(1)  The Asset Manager shall
manage the assets in good faith and with the care of a fiduciary. 


(2)  The Asset Manager may not delegate all or part of the asset management business to a third party without the Principal's written
consent.


Article 4:  Separate Management of Liquidation Asset


(1)  The Asset Manager shall physically
separate the Liquidation Assets with its own assets and shall maintain separate
records. 


(2)  The Asset Manager shall
prepare and maintain separate management books and records on the Liquidation
Asset, and, in the event its business is computerized, shall separate its own
assets from the Principal’s assets. 


(3)  The Asset Manager shall
maintain and manage, for the benefit of the Principal, all agreements, filings,
registrations and other proofs and provide the Agent with the copies of same
(including computer printouts) within three (3) business days of the execution
of this Agreement. 


(4)  The Asset Manager shall allow the Agent to examine the documents, books and records, computer printouts, etc. as mentioned in
(1) through (3) of this Article.


Article 5:  ollection and Management of Liquidation Asset


(1)  The Asset Manager shall collect and manage the Liquidation Asset with the same care as with the same kind of rights or
collateral it holds.


(2)  The Asset Manager shall
deposit into the Escrow Account all the monies collected from the debtors,
monies received from public auctions and other monies obtained from the
management, operation and disposition of the Liquidation Asset within three (3)
business days. In the event the deposit delayed, the Asset Manager shall pay
late charges at the rate of 18% per annum until all the monies are deposited. 


(3)  In the event the debtor
of the Liquidation Asset defaults in the payment of principal or interest, the
Asset Manager shall take proper legal measures for collection including
execution of collateral and demand against the guarantor. The Principal shall
cooperate with the Asset Manager’s collection efforts including delivery of
power of attorney. 


(4)  The Asset Manager, when necessary for the performance of the asset management business, shall register transfer of collateral to
the Principal pursuant to the terms of the Asset Transfer Agreement and the Principal shall cooperate with the Asset Manager in this
regard.


(5)  In the event the Asset
Manager recognizes that the collected monies have not been deposited into the
Escrow Account due to the Asset Manager’s mistake, error in automatic
transfer or other computer-related errors, it shall immediately (within one
business day after the mistake or error is brought to its attention) make the
deposit into the Escrow Account. 


(6)  Notwithstanding the
provision of Article 5(2) above, the Asset Manager shall deposit on the date of
the execution of Agency Agreement all the monies collected in relation to the
Liquidation Asset between the Asset Liquidation Settlement Date and the
execution of the Agency Agreement. 


(7)  In the event the debtor
of the Liquidation Asset requests change of debtor under the Installment Housing
Financing Agreement due to the transfer of collateral, the Asset Manager may,
with the consent of the Principal, approve of such a change only if the new
debtor is qualified by the Asset Manager’s lending criteria. 


(8)   Even when the debtor is
in default and the debtor’s obligations are accelerated pursuant to the
terms of the Installment Housing Financing Agreement, the Asset Manager may, on
behalf of the Principal, reinstate the initial payment plan if the debtor pays
the principal already due, the accrued interest and late charges. The provisions
of (1) and (3) above shall still apply. 


(9)  In the event the Agent
requests for increase of interest rate on the Liquidation Asset in order for the
redemption of the priority ABS, the Asset Manager shall increase the interest
rate. 


Article 6:  Management of Documents


The Asset Manager shall
make description of the Principal’s assets on the Installment Housing
Financing Agreement or other documents and keep such documents separately from
documents of its own business. 


Article 7:  Books and Records, Reports, etc.


(1)  The Asset Manager shall
prepare the particulars, status and details of management of the
Principal’s assets in accordance with the generally accepted accounting
practices and customs and keep the same at its principal place of business. 


(2)  The Asset Manager shall, upon the request of the Principal or its agent (including the Agent), allow the Principal to examine
and make copies of the aforesaid books and records.


(3)  The Asset Manager, when
requested, shall allow holders of ABS to examine and make copies of the
aforesaid books and records within the limits of Article 1 of Asset Liquidation
Law. 


(4)  Within ten (10) days of
the end of each ABS Quarter (if it does not fall on a business day, the next
business day), the Asset Manager shall submit to the Principal a report on
collection of principal and interest, remittance to the escrow, etc. in a form
agreed upon with the Principal. 


(5)  The Asset Manager shall
prepare a monthly computerized data on the status, as of the end of the previous
month, of collection, balance of principal and interest and other matters as
agreed upon between the parties and shall submit same to the Principal by means
of e-mail or other electronic transmission as agreed upon between the parties.
The obligations of the Asset Manager herein shall continue even when this
Agreement is rescinded pursuant to Article 14(1) of this Agreement until the
asset management business is turned over to the Principal or a substitute asset
manager pursuant to Article 14(2) of this Agreement. 


(6)  In the event of the
occurrence of causes for buy-back pursuant to Article 7(1) of Asset Transfer
Agreement, the Asset Manager shall immediately notify the Principal and the
Agent in writing. Such a notice shall contain the information necessary to
identify the relevant Liquidation Asset such as the name of the debtor, the
amount of initial principal and the principal balance and the date of maturity
as well as the amount of buy-back as calculated pursuant to Article 8 of the
Asset Transfer Agreement. 


Article 8:  Financial Statements, etc.


The Asset Manager agrees to do the job as enumerated below and shall have the right, in consultation with the Principal, to employ an
auditor at the expense of the Principal.


1.  Prepare financial
statements in accordance with the generally accepted accounting practices,
customs and means and keep one set of same for the benefit of the Principal. 


2.  Prepare and submit to
the Principal’s director the following documents after the end of the
Principal’s fiscal year but no less than one week prior to the
Principal’s general meeting of the members and maintain the same: 


     a.  Balance Sheet

     b.  Profit/Loss Statement

     c.  Statement on Disposition of Profit Surplus of Loss

     d.  Cash Flow Statement

     e.  Notes and notations

     f.  Supporting documents for the above

     g.  Business report


Article 9:  Disposition of the Liquidation Asset


(1)  The Asset Manager may
not transfer the Liquidation Asset or provide it for collateral without the
Principal’s prior written consent. Provided, however, that in the event the
Asset Manager disposes of the Liquidation Asset at a proper market value in
excess of the total of principal and interest of the 1st and
2nd class non-priority ABS pursuant to Article 12 of the Asset
Transfer Agreement, the Principal’s prior written consent is not necessary. 


Article 10:  Representations and Warranties of Asset Manager


The Asset Manager represents and warrants to the Principal the following:


1.  The Asset Manager has the full authority and power to manage the Liquidation Asset for the benefit of the Principal.


2.  The Asset Manager has
completed all the corporate procedures necessary for execution and performance
of this Agreement and has obtained all the necessary governmental approvals or
licenses. 


3.  The execution of this
Agreement and the contents of this Agreement including management of the
Liquidation Asset do not violate any laws and do not contravene any agreements
binding the Asset Manager, judgments of a court or the disposition, instruction
or recommendation of any administrative agency. 


4.  The obligations of the Asset Manager under this Agreement shall be the same as other unsecured debts.


5.  In connection with the
execution of this Agreement, the Asset Manager has disclosed all the truthful
information to the Principal in good faith and has not concealed or omitted any
material information. 


Article 11:  Asset Manager's Obligations


(1)  The Asset Manager agrees to comply with the following:


        1.  
The Asset Manager shall perform all the obligations under this Agreement in good
faith and shall comply with the Asset Liquidation Law and other pertinent laws
and orders. 


        2.  
In the event of rescission of this Agreement, the Asset Manager shall deliver
all the documents requested by the Principal in connection with the Liquidation
Asset to the Principal or its designee. 


        3.  
In the event there arises any dispute with the debtor or a third party in
connection with the Liquidation Asset, the Asset Manager shall immediately bring
it to the attention of the Principal. 


(2)  The Asset Manager is not prohibited to do any of the following:


        1.  
Except for Article 5(8) and (9), the Asset Manager may not change the loan
conditions such as maturity, interest rate, rate of commission, late charge,
etc. without the Agent’s prior consent. The Agent shall not be required to
give the consent unless the Asset Manager’s request is reasonable. In any
event, the maturity of any Liquidation Asset may not be extended for more than
one (1) month and the changed interest rate shall be more than three (3) percent
over the interest rate on the 2nd class priority ABS. 


        2.  The Asset Manager is prohibited from infringing the ownership of the Principal in relation to the Liquidation Asset
transferred to it.


        3.  
The Asset Manager shall not use the information on the debtor’s
creditworthiness obtained as the manager of the Liquidation Asset for any other
purpose than for the collection of the debt or other lawful purpose. 


Article 12:  Damages


(1)  The Asset Manager covenants and agrees to perform all of the terms of this Agreement in good faith and with the necessary
standard of care, and, agrees to compensate the Principal all the damages that the Principal may incur due to the Asset Manager's
failure to perform.


(2)  The Asset
Manager’s payment of damages shall not affect the Principal’s rights
under Article 14 hereof. 


Article 13:  Resignation, etc.


The Asset Manager may not
resign without the consent of the Principal. However, the Asset Manager may
resign in the event that all the Liquidation Asset is disposed of pursuant to
Article 12 of the Asset Transfer Agreement and that the Agent agrees that all
its relevant business is completed. 


Article 14:  Rescission of Agreement


(1)  The Principal may rescind this Agreement in the event:


        1.  The Asset Manager
fails to perform its obligations under this Agreement and fails to cure within 10 days after receipt
of notice from the Principal or the Agent;


        2.  The Asset Manager
is subjected to dissolution, reorganization, composition or
bankruptcy proceedings; a court order or judgment for dissolution against the
Asset Manager is entered; or the Asset Manager is subjected to suspension of
business or other similar administrative decisions: 


        3.  Any of
the Asset Manager's representations and warranties contained in Article 10 hereof is
found to be false; or


        4.  The Asset
Manager fails to may the necessary payment to the Principal for more than five (5) business
days; or


        5.  
The Principal or the Agent, in their reasonable judgment, decides that the purpose of this Agreement cannot be fulfilled
due to pertinent laws, rules and regulations.


(2)  In the event of
rescission of this Agreement, the Asset Manager shall turn over the entrusted
businesses to a third party in compliance with the Agent’s instructions;
turn over all the documents, books and records and computer data prepared under
this Agreement to the Agent or the substitute asset manage; and perform the
following in good faith and care if requested by the Agent or the substitute
asset manager: 


     1.  
Provide, assist and input computer system and computer data for the
preservation, collection and management of the Liquidation Asset.


     2.  
Dispatch employees, not to exceed two (2), to assist substitute asset
management. The employees
should be properly experienced and qualified from the Asset Manager’s
reasonable judgment and the salary and other expenses for the employees shall be
borne by the Asset Manager. 


     3.  
Examination and search of the Asset Manager's computer system within reasonable limits for the performance of substitute
asset management.


     4.  Examination of
documents, books and records kept by the Asset Manager and workplace of the Asset Manager.


     5.  Supplementing the documents, books and records and computer data.


     6.  Others requested by
the substitute asset manager which are reasonably necessary for the substitute asset
management.


(3)  In the event of
occurrence of any causes in Article 14(1) above, the Agent may request the Asset
Manager, when reasonably necessary, to perform the obligations described in
Article 14(2) above even before the rescission of the Asset Management Agreement
and the Asset Manager shall comply with such requests in good faith. 


Article 15:  Expenses and Fees


(1)  The Asset Manager shall
request the Principal for reimbursement of expenses for public auction,
collection and legal actions no later than one (1) business day prior to the end
of each ABS Quarter and such expenses shall be paid at the end of each ABS
Quarter by the Agent pursuant to Articles 11 and 12 of the Agency Agreement. The
expenses to be paid by the Principal shall include the fees paid to the court by
the Asset Manager in connection with auction or legal action, fees and costs
actually paid to attorneys or legal assistants. Other expenses for public
auction or legal action shall be borne by the Asset Manager. 


(2)  Other expenses than
those enumerated in (1) expended in the course of the asset management shall be
borne by the Asset Manager. 


(3)  The Principal agrees
to pay the Asset Manager on the last day of each ABS Quarter as compensation the
sum equal to the outstanding balance of ABS as of the first day of the
corresponding ABS Quarter multiplied by 0.125%. In the event the outstanding
balance of the priority ABS is less than a half of the total issued priority ABS
as of the first day of the ABS Quarter, the compensation shall be the sum equal
the outstanding balance of the ABS multiplied by 0.15%. Provided, however, in
the event the Asset Manager has resigned or this Agreement has been rescinded,
the commission shall be adjusted as of the date of the resignation or the
rescission. 


Article:  16 Conditions Precedent


This Agreement is contingent upon the following:


     1.  The Liquidation
Plan shall be registered with the Financial Supervision Commission in accordance with Article 3 of the
Asset Liquidation Law;


     2.  Asset Manager shall register with the Financial Supervision Commission
 the transfer of the Liquidation Asset made in accordance with the Liquidation Plan;


;     3.  
The Agent shall submit proof of power and authority to make and perform this
Agreement including certified copies of resolution of the board of directors,
articles of incorporation, corporate register, specimen signature of the
representative director and other documents reasonably requested by the
Principal; 


     4.  All the
necessary governmental approvals or permits shall be obtained and other necessary procedures shall
be completed; and


     5.  The Agent shall
submit to the Principal all other documents reasonably requested by the Principal.


Article 17:  Duration


Unless otherwise provided,
this Agreement shall be valid until the dissolution of the Principal commences. 


Article 24:  Successors and Assigns


This Agreement shall apply to
the successors, assigns, heirs and representatives of the parties. 


Article 25:  Notice


The notice under this
Agreement shall be sent to the following addresses by personal delivery, postage
pre-paid, registered mail or facsimile. Provided, however, that notice by
facsimile shall be effective only when the receipt thereof is acknowledged by
the recipient. 


Notice to the Asset Manager:


NewState Capital Co., Ltd.

837-26 Yoksam-Dong, Kangnam-Gu

Seoul

Attn:  Kyung Soo Chung

Fax:  02-2188-6418


Notice to the Principal:


NewState Second Mortgage SPC

36-3 Yoido-Dong Youngdeungpo-Gu

Seoul

Attn:  Korea Housing Bank ABS Team

Fax:  02-769-8997


Article 20:  Jurisdiction


This Agreement shall be construed in accordance with the laws of the Republic of Korea and all the legal proceedings shall be subject
to the jurisdiction of Seoul District Court.


Principal:  NewState Second Mortgage SPC

36-3 Yoido-Dong Youngdeungpo-Gu

Seoul

By:  Suk Ho Kim, Director (Seal)


Asset Manager:  NewState Capital Co., Ltd.

837-26 Yoksam-Dong Kangnam-Gu

Seoul

By:  Byung Ki Kim, Representative Director (Seal)