<DOCUMENT>
<TYPE>EX-12.7
<SEQUENCE>17
<FILENAME>u98617exv12w7.txt
<DESCRIPTION>EX-12.7 KOREAN SPECIALIZED CREDIT FIN BUSINESS ACT
<TEXT>
<PAGE>
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                                                                    Exhibit 12.7



SPECIALIZED CREDIT FINANCIAL BUSINESS ACT

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<TABLE>
<S>                                 <C>                     <C>
                                    1997.8.28               Act No. 5374

        Amended By                  1998.1.13               Act No. 5505

        Amended By                  1999.2.1                Act No. 5741

        Amended By                  1999.2.8                Act No. 5819

        Amended By                  1999.5.24               Act No. 5982

        Amended By                  2000.12.29              Act No. 6316

        Amended By                  2001.3.28               Act No. 6430

        Amended By                  2002.3.30               Act No. 6681

        Amended By                  2002.8.26               Act No. 6705
</TABLE>


     CHAPTER I GENERAL PROVISIONS

ARTICLE 1 (OBJECTIVE)

     The purpose of this Act is to seek financial conveniences for the people
     and to contribute to the growth of the national economy by supporting sound
     and inventive development of persons engaged in credit card business,
     facilities leasing business, installment financing business, and venture
     capital business.


ARTICLE 2 (DEFINITIONS)

     The definitions of terms used in this Act shall be as follows: < Amended by
     Act No. 5741, Feb. 1, 1999; Act No. 5982, May 24, 1999; Act No. 6430, Mar.
     28, 2001; Act No. 6681, Mar. 30, 2002 >

     1."Specialized credit financial business" includes credit card business,
     facilities leasing business, installment financing business, and venture
     capital business;

     2."Credit card business" means operation as a business of two or more
     functions from among those falling within each of the following items,
     including that of item (b):

     (a) Issuance and management of credit cards;

     (b) Settlement of charges in respect of the use of credit cards; or

     (c) Establishment and maintenance of merchant networks of credit cards;

     2-2."Credit card company" means a person who has obtained a license, or
     made a registration, for credit card business under Article 3 (1):
     Provided, That where the person
<PAGE>
     falling under Article 3 (3) 1 engages in the business under Article 13 (1)
     2 and 3, he shall be deemed as a credit card company insofar as the
     business is concerned;

     3."Credit card" means a card issued by a credit card company (including
     persons who carry on the credit card business in a foreign country), which
     authorizes the holder to purchase goods or procure services repeatedly by
     presenting it to a credit card merchant, or to settle the matters as
     prescribed by the Ordinance of the Ministry of Finance and Economy;

     4."Credit card holder" means an individual who is issued a credit card
     through a contract with the credit card company;

     5."Credit card merchant" means a person falling under any of the following
     items:

     (a) A person who sells goods or provides services, etc. to credit card
     holders, debit card holders, or pre-paid card holders (hereinafter referred
     to as the "credit card holders, etc.") through the transactions by means of
     a credit card, debit card, or pre-paid card (hereinafter referred to as the
     "credit card, etc.") in compliance with the contract with the credit card
     company; and

     (b) A person acting for the transactions by means of a credit card, etc.
     (hereinafter referred to as the "agency for settlements") for the persons
     who sell goods or provide services, etc. to credit card holders, etc. in
     compliance with the contract with the credit card company;

     6."Debit card" is a card issued by the credit card company whereby the
     provision of goods and services and payment therefor can be done
     simultaneously by means of an electronic or magnetic fund transfer between
     the bank accounts of the debit card holders and the debit card merchants;

     7."Debit card holder" is an individual who is issued a debit card under a
     contract with the credit card company;

     8."Pre-paid card" is a card which is issued by the credit card company upon
     receipt of a set amount beforehand and on which the set amount is recorded
     (through electronic or magnetic means) and against the presentation of
     which the credit card merchant provides goods and services within the set
     amount;

     9."Facilities leasing business" means to carry on facilities leasing as a
     business;

     10."Facilities leasing" means a financing method whereby goods specified by
     the Presidential Decree (hereinafter referred to as "specified goods")
     newly purchased or leased are leased to others for use for a certain period
     against payment therefor receivable periodically in installments. The
     disposal of the goods at the end of that period shall be decided by an
     agreement between the parties concerned;

     11."Deferred payment sale" means a financing method whereby acquired
     specified goods
<PAGE>
     are delivered to the other party for use, against payment of the price plus
     interest, etc., by periodic installments for a period equal to or more than
     the period prescribed by the Presidential Decree. The time of ownership
     transfer and other conditions shall be decided by an agreement between the
     parties concerned;

     12."Installment financing business" means operation as a business of
     installment financing;

     13."Installment financing" means a method of financing whereby a sum of
     money lent to a buyer for purchase of goods or services is paid to the
     seller (limited to an enterprise but including an individual in the case of
     a housing), and the principal and interest thereon are collected from the
     buyer in installments, by means of an agreement with the buyer and the
     seller;

     14."Venture capital business" means operation as a business of various
     services referred to in each of subparagraphs of Article 41 (1);

     15."Specialized credit financial business companies" means persons
     exclusively carrying on services referred to in subparagraphs of Article 46
     (1), who are licensed by the Financial Supervisory Commission or registered
     with the Financial Supervisory Commission in accordance with the provisions
     of Article 3 (1) or (2) for a specialized credit financial business; or

     16."Concurrent loan service providers" means those other than specialized
     credit financial business companies, who are licensed by the Financial
     Supervisory Commission or registered with the Financial Supervisory
     Commission in accordance with the proviso of Article 3 (3) for a
     specialized credit financial business.


     CHAPTER II LICENSE OR REGISTRATION

ARTICLE 3 (LICENSE OR REGISTRATION OF BUSINESS)


     (1) A person who wishes to perform a credit card business shall obtain a
     license from the Financial Supervisory Commission: Provided, That persons
     falling under paragraph (3) 2 may carry on a credit card business by
     registering with the Financial Supervisory Commission. < Amended by Act
     No. 6681, Mar. 30, 2002 >

     (2) A person who is carrying out or wishes to carry out a facilities
     leasing business, installment financing business or venture capital
     business, and wishes to avail himself of the provisions of this Act, shall
     register with the Financial Supervisory Commission according to each
     category of business. < Newly Inserted by Act No. 6681, Mar. 30, 2002 >
<PAGE>
     (3) A person who is eligible to obtain license or make registration under
     paragraph (1) or (2) shall be restricted to one who is or wishes to be a
     specialized credit financial business company: Provided, That this shall
     not apply to those who falls under any of the following subparagraphs:
     < Amended by Act No. 5505, Jan. 13, 1998; Act No. 5741, Feb. 1, 1999; Act
     No. 5982, May 24, 1999; Act No. 6681, Mar. 30, 2002 >

     1.A financial institution established by the provisions of other Acts or
     one designated by the Presidential Decree from among financial institutions
     with authorization or license from the Financial Supervisory Commission; or

     2.Persons designated by the Presidential Decree as appropriate to combine a
     credit card business with others in terms of the nature of business
     performed by them.

     (4) The Financial Supervisory Commission may attach the conditions to the
     license under paragraph (1). < Newly Inserted by Act No. 6430, Mar. 28,
     2001 >


ARTICLE 4 (APPLICATION FOR LICENSE OR REGISTRATION)

     A person who wishes to obtain license or make registration according to the
     provisions of Article 3 (1) or (2) shall submit to the Financial
     Supervisory Commission an application for license or registration
     indicating the following, accompanied by documents prescribed by the
     Presidential Decree: < Amended by Act No. 5741, Feb. 1, 1999; Act No. 5982,
     May 24, 1999; Act No. 6430, Mar. 28, 2001; Act No. 6681, Mar. 30, 2002 >

     1.Trade name and the location of main office;

     2.Capital stock, and the names or titles of contributors and their
     respective shares (excluding minority contributors prescribed by the
     Ordinance of the Ministry of Finance and Economy);

     3.Names of directors or officers;

     4.Category of specialized credit financial business to be performed;

     5.Purposes for which the person wishes to be a specialized credit financial
     business company; and

     6.Contents of business being carried out by the person who wishes to be a
     concurrent loan service provider.


ARTICLE 5 (CAPITAL STOCK)

     (1) A person who is eligible to be a specialized credit financial business
     company by
<PAGE>
     being licensed or registered for specialized credit financial business
     shall be restricted to a stock corporation, whose capital stock exceeds the
     amount of money referred to in each of the following subparagraphs:

     1.20 billion won where he wishes to operate two or less kinds of
     specialized credit financial businesses; or

     2.40 billion won where he wishes to operate three or more kinds of
     specialized credit financial businesses.

     (2) Concurrent loan service providers eligible to make a registration for
     the credit card business pursuant to the provisions of Article 3 (3) 2
     shall be restricted to stock corporations with capital stock and equity
     capital (referring to the total amount of capital stock, reserves and other
     surplus: hereinafter the same shall apply) exceeding 2 billion won.
     < Amended by Act No. 5741, Feb. 1, 1999; Act No. 6681, Mar. 30, 2002 >


ARTICLE 6 (REQUIREMENTS FOR LICENSE OR REGISTRATION)

     (1) No person who falls hereunder shall obtain license or make a
     registration under Article 3: < Amended by Act No. 5741, Feb. 1, 1999; Act
     No. 6430, Mar. 28, 2001 >

     1.A corporation or its majority stockholder (referring to an investor as
     determined by the Presidential Decree: hereinafter the same shall apply) of
     the relevant corporation at the time of the revocation or cancellation of
     the registration or license under Article 10 or 57 (2) and (3), for which
     or for whom three years have not passed since its registration or license
     under Article 10 or 57 (2) and (3) was revoked or cancelled;

     2.A company under reorganization procedures under the Company
     Reorganization Act and its majority stockholder;

     3.A person of bad credit standing under subparagraph 7 of Article 2 of the
     Use and Protection of Credit Information Act as determined by the
     Presidential Decree;

     4.A person who has been subject to a fine or more severe punishment in
     violation of any finance-related Acts and subordinate statutes as
     determined by the Presidential Decree in the most recent three years on the
     basis of the date of application for license or registration;

     5.A person who falls short of the standards for financial soundness as
     determined by the Presidential Decree (limited to the case of license); and

     6.A corporation in which any person falling under any of subparagraphs 1
     through 5 is a majority stockholder.
<PAGE>
     (2) Any person who intends to obtain a license for credit card business
     under the text of Article 3 (1) shall meet the following requirements:
     < Newly Inserted by Act No. 6430, Mar. 28, 2001; Act No. 6681, Mar. 30,
     2002 >

     1.He shall hold the capital stock under Article 5;

     2.He shall be capable of protecting the transactors and be equipped with
     professional manpower and physical facilities sufficient to deal with the
     intended business;

     3.His business plans shall be proper and sound; and

     4.Major investors as prescribed by the Presidential Decree shall be
     equipped with sufficient investment capability, sound financial status and
     social credits.

     (3) Deleted. < by Act No. 6681, Mar. 30, 2002 >

     (4) Matters necessary for the detailed requirements of license under
     paragraph (2) shall be prescribed by the Presidential Decree. < Newly
     Inserted by Act No. 6430, Mar. 28, 2001 >


ARTICLE 7 (ADMINISTRATION OF LICENSE OR REGISTRATION)

     (1) In case of receipt of an application for license or registration
     pursuant to the provisions of Article 4, the Financial Supervisory
     Commission shall notify the applicant within 3 months from the date of
     receipt as to whether he grants the license or not. < Amended by Act No.
     5741, Feb. 1, 1999; Act No. 5982, May 24, 1999 >

     (2) Where the applicant for license or registration pursuant to the
     provisions of Article 4 does not violate the provisions of Articles 5 and
     6, the Financial Supervisory Commission shall forthwith administer
     registration and notify the applicant. < Amended by Act No. 5741, Feb. 1,
     1999; Act No. 5982, May 24, 1999 >

     (3) Where documents submitted under Article 4 are defective, the Financial
     Supervisory Commission may request such documents to be supplemented within
     10 days from the date of receipt. In such cases, necessary period for
     supplementation shall not be added to the period referred to in paragraph
     (1). < Amended by Act No. 5741, Feb. 1, 1999; Act No. 5982, May 24, 1999 >


ARTICLES 8 AND 9

     Deleted. < by Act No. 5741, Feb. 1, 1999 >


ARTICLE 10 (REQUEST FOR ELIMINATION OF REGISTRATION)
<PAGE>
     (1) A person who has made a registration under Article 3 (1) (proviso) or
     (2) may make a request for elimination of such registration as prescribed
     by the Presidential Decree. < Amended by Act No. 5741, Feb. 1, 1999; Act
     No. 6430, Mar. 28, 2001; Act No. 6681, Mar. 30, 2002 >

     (2) The Financial Supervisory Commission shall, upon receipt of a request
     under paragraph (1) above, without delay revoke the relevant registration.
     < Amended by Act No. 6430, Mar. 28, 2001 >


ARTICLE 11 (PUBLIC NOTICE OF LICENSES, ETC.)

     The Financial Supervisory Commission shall, where falling under any of the
     following subparagraphs, without delay notify its content on the official
     gazette, and make it known to the public by utilizing the computer
     communications, etc.: < Amended by Act No. 6681, Mar. 30, 2002 >

     1.Where granting the license or registration under Article 3 (1) or (2);

     2.Where revoking the registration pursuant to Article 10 (2); and

     3.Where ordering the business suspension or revoking the license or
     registration pursuant to Article 57 (1) through (3).
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


     CHAPTER III SPECIALIZED CREDIT FINANCIAL BUSINESS

     SECTION 1 CREDIT CARD BUSINESS

ARTICLE 12 (SCOPE OF APPLICATION)

     This Section shall apply to credit card business conducted by credit card
     companies and their incidental business in accordance with the provisions
     of Article 13.


ARTICLE 13 (INCIDENTAL BUSINESS OF CREDIT CARD COMPANIES)

     (1) A credit card company may conduct incidental businesses referred to in
     the following subparagraphs according to the standards determined by the
     Presidential Decree: < Amended by Act No. 5741, Feb. 1, 1999; Act No. 6430,
     Mar. 28, 2001 >
<PAGE>
     1.Financing to the credit card holders;

     2.Issue of debit cards and settlement of payments; and

     3.Issue and sale of pre-paid cards and settlement of payments.

     (2) The credit card company may allow a third party to perform the business
     referred to in paragraph (1) under the conditions as determined by the
     Presidential Decree. < Amended by Act No. 5741, Feb. 1, 1999; Act No. 6430,
     Mar. 28, 2001 >

     (3) Deleted. < by Act No. 5741, Feb. 1, 1999 >


ARTICLE 14 (ISSUANCE OF CREDIT CARDS OR DEBIT CARDS)

     (1) A credit card company may issue a credit card or debit card only upon
     application: Provided, That this shall not apply to the case where the
     credit card holders or debit card holders have consented to renew or
     reissue the issued credit card or debit card under the conditions as
     prescribed by the Presidential Decree. < Amended by Act No. 6681, Mar. 30,
     2002 >

     (2) A credit card company shall verify whether or not an application for
     issuance under paragraph (1) is made by the principal. < Newly Inserted by
     Act No. 6681, Mar. 30, 2002 >

     (3) Necessary standards for an issuance of credit cards or debit cards and
     the method of recruiting the members by a credit card company shall be
     prescribed by the Presidential Decree. < Newly Inserted by Act No. 6681,
     Mar. 30, 2002 >


ARTICLE 15 (PROHIBITION OF TRANSFER, ETC. OF CREDIT CARDS)

     A credit card may not be transferred, assigned, or pledged.


ARTICLE 16 (LIABILITY TO CREDIT CARD HOLDERS)

     (1) Where a credit card holder or a debit card holder reports to a credit
     card company on loss or theft of the card, from that time, the credit card
     company shall be liable to the credit card holder or the debit card holder
     for use of the credit card or the debit card.

     (2) Where a credit card company receives a report in accordance with the
     provisions of paragraph (1), it shall forthwith notify the reporting person
     of information on the recipient of the report, receipt number or other
     matters certifying such receipt.
<PAGE>
     (3) A credit card company shall be liable to a credit card holder, etc. for
     the use of false or forged credit cards, etc. < Amended by Act No. 6681,
     Mar. 30, 2002 >

     (4) Notwithstanding the provisions of paragraph (3), where a credit card
     company enters into an agreement with a holder of credit card, etc. to the
     effect that if the said company provides evidences of the existence of an
     intent or a serious negligence on the part of such credit card holder, etc.
     in respect of forgery or alteration of credit card, etc., the whole or part
     of such liabilities may be attributed to the holder of credit card, etc.,
     the said company may make the said holder to be liable for the details of
     such contract. < Newly Inserted by Act No. 6681, Mar. 30, 2002 >

     (5) Such an agreement referred to in paragraph (4) shall be effective only
     where it is made in writing, and a serious negligence on the part of the
     credit card holder, etc. shall be restricted to what are specifically
     indicated in the agreement. < Amended by Act No. 6681, Mar. 30, 2002 >

     (6) A credit card company shall take measures including purchase of
     insurances or subscription to mutual associations or maintenance of reserve
     funds, etc. so as to bear liabilities under the provisions of paragraph (1)
     or (3), and Article 17.

     (7) The scope of an intent or a serious negligence of the credit card
     holder, etc. under paragraph (4) shall be prescribed by the Presidential
     Decree. < Newly Inserted by Act No. 6681, Mar. 30, 2002 >

     (8) A credit card company shall, where a credit card holder raises an
     objection in writing against the amount of using his credit card, be unable
     to receive the relevant amount from such credit card holder not later than
     the time when any investigation thereon is completed. < Newly Inserted by
     Act No. 6681, Mar. 30, 2002 >


ARTICLE 16-2 (RECRUITING CREDIT CARD MERCHANTS)

     A credit card company shall, where recruiting credit card merchants, visit
     the business places of persons who intend to become such merchants, and
     confirm whether or not such business is undertaken.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 17 (LIABILITY AGAINST CREDIT CARD MERCHANTS)

     (1) A credit card company may not transfer to credit card merchants losses
     out of transactions falling within each of the following subparagraphs,
     except where a credit card company enters into an agreement with them to
     the effect that the latter is responsible for losses, in whole or in part,
     where the former provides evidences of the existence of an intent or a
     serious negligence on the part of the latter in respect of such
<PAGE>
     transactions:

     1.Transactions by lost or stolen credit cards or debit cards; or

     2.Transactions by false or forged credit cards, etc.

     (2) The provisions of Article 16 (5) shall apply mutatis mutandis to an
     agreement or a serious negligence on the part of credit card merchants
     under the proviso of paragraph (1). < Amended by Act No. 6681, Mar. 30,
     2002 >


ARTICLE 18 (DUTY TO NOTIFY TRANSACTION CONDITIONS)

     The credit card company shall notify the credit card holders and credit
     card merchants of the following matters, by methods as prescribed by the
     Ordinance of the Ministry of Finance and Economy: < Amended by Act
     No. 5741, Feb. 1, 1999 >

     1.The interest rate, discount rate, and overdue interest rate and other
     rates set by the credit card company;

     2.Settlement method of the amount of the credit card and the prepaid card
     used;

     3.Responsibility to credit card holders referred to in Article 16;

     4.Responsibility to credit card merchants and matters to be observed by
     credit card merchants as referred to in Articles 17 and 19; and

     5.Other matters prescribed by the Ordinance of the Ministry of Finance and
     Economy.


ARTICLE 19 (MATTERS TO BE OBSERVED BY CREDIT CARD MERCHANTS)

     (1) The credit card merchants shall not refuse to sell goods or to provide
     services, etc. or treat card holders unfavorably, because of transaction by
     credit card. < Amended by Act No. 6681, Mar. 30, 2002 >

     (2) For each credit card transaction, the credit card merchant shall verify
     whether the credit card is being properly used by the principal. < Amended
     by Act No. 6681, Mar. 30, 2002 >

     (3) The credit card merchant may not pass the merchant fees to the credit
     card holder, etc.

     (4) Credit card merchants shall not engage in practices falling under each
     of the following subparagraphs: Provided, That in the case of an agency for
     settlements, the provisions of subparagraphs 1, 4 and 5 shall not apply:
     < Amended by Act No. 6681, Mar. 30, 2002 >
<PAGE>
     1.Practices of pretending a transaction by credit cards without actual
     sales of goods or provision of services, etc.;

     2.Practices of making a transaction by using credit cards in excess of the
     actual amount of sales;

     3.Practices of making a transaction by using credit cards, etc. in the name
     of an other credit card merchant;

     4.Practices of lending a credit card merchant's name to another merchant;
     or

     5.Practices of acting for a transaction by using credit cards, etc.

     (5) An agency for settlements shall observe the matters as prescribed by
     the Presidential Decree, such as a provision, to the credit card company,
     of credit information on the person who sells goods or provides services,
     etc. and the details of acting for credit card transactions. < Newly
     Inserted by Act No. 6681, Mar. 30, 2002 >


ARTICLE 20 (PROHIBITION OF TRANSFER OF SALES CLAIMS)

     (1) Sales claims generated from transactions shall not be transferred to
     any entity other than a credit card company, and a person other than a
     credit card company shall not purchase these claims. < Amended by Act No.
     6681, Mar. 30, 2002 >

     (2) A person who is not a credit card merchant shall not make transactions
     by credit cards, etc. in the name of a credit card merchant. < Amended by
     Act No. 6681, Mar. 30, 2002 >


ARTICLE 21 (OBLIGATION OF TERMINATING CREDIT CARD MERCHANT AGREEMENT)

     A credit card company shall terminate without any delay the credit card
     merchant agreement where the credit card merchant falls under the causes as
     stipulated in the Presidential Decree, such as being sentenced to penalties
     under the Criminal Act, etc. in contravention of the provisions of Article
     19 or 20 (1). < Amended by Act No. 6681, Mar. 30, 2002 >
     [This Article Wholly Amended by Act No. 6430, Mar. 28, 2001]


ARTICLE 22 (OBLIGATION OF REPAYMENT OF AMOUNTS IN PRE-PAID CARDS)

     In the case of each of the following subparagraphs, a credit card company
     which has issued pre-paid cards shall forthwith pay back the balance
     remaining on the pre-paid card upon request of the pre-paid card holder:
<PAGE>
     1.Where it becomes impossible for the holder to use a pre-paid card because
     credit card merchants can not provide goods or services due to natural
     disasters, etc.;

     2.Where it becomes impossible for credit card merchants to provide goods or
     services due to defects of pre-paid cards; or

     3.Where the balance on a pre-paid card is less than 10/100 of the face
     amount of the pre-paid card.


ARTICLE 23 (RESTRICTION ON SOLICITATION OF CREDIT CARD MERCHANTS OR WAYS OF
USING THEM)

     (1) The scope of credit card merchants which may be solicited by a
     concurrent loan service provider with a registration of credit card
     business pursuant to the provisions of Article 3 (1) (proviso) shall be
     prescribed by the Presidential Decree. < Amended by Act No. 6681, Mar. 30,
     2002 >

     (2) The Financial Supervisory Commission may order credit card companies
     (excluding concurrent loan services providers under the provisions of
     paragraph (1); hereafter in this paragraph the same shall apply) to jointly
     deal with other credit card merchants by way of cross-purchase of sales
     slips, or receipt or payment of sales slips on behalf of other credit card
     companies for convenient uses of credit cards and efficient services by
     credit card companies. < Amended by Act No. 5505, Jan. 13, 1998 >

     (3) Where orders are made for joint uses of credit card merchants pursuant
     to the provisions of paragraph (2), the Financial Supervisory Commission
     shall ensure a fair competition between credit card companies by allowing
     member fees charged to credit card merchants to be determined freely by
     each credit card company, or by allowing payments made between credit card
     companies to be determined at a reasonable level, etc. < Amended by Act No.
     5505, Jan. 13, 1998 >


ARTICLE 24 (MAXIMUM LIMITS OF CREDIT CARDS, ETC.)

     The Financial Supervisory Commission, subject to the Presidential Decree,
     may impose upon credit card companies limits prescribed in each of the
     following subparagraphs, or take other necessary measures: < Amended by Act
     No. 5505, Jan. 13, 1998; Act No. 5741, Feb. 1, 1999; Act No. 6430, Mar. 28,
     2001 >

     1.Maximum limit of cash services by credit cards;

     2.Maximum amount per use or per day of debit cards; or

     3.Gross maximum number of pre-paid cards and maximum limit of the face
     amount thereof.
<PAGE>
ARTICLE 25 (DEPOSIT)

     (1) The Financial Supervisory Commission may order a credit card company,
     who issued pre-paid cards, to deposit an amount prescribed by the
     Presidential Decree, not exceeding 10/100 of the total pre-paid card amount
     issued. < Amended by Act No. 5505, Jan. 13, 1998 >

     (2) The deposit, in accordance with paragraph (1), shall be made at a place
     where the main office or a principal office of the credit card company who
     issued pre-paid cards is located.

     (3) When the entity fulfills the deposit order, in accordance with
     paragraph (1), it shall report without delay to the Financial Supervisory
     Commission. < Amended by Act No. 5505, Jan. 13, 1998 >

     (4) A credit card company which made a deposit as referred to in paragraph
     (1) may have the deposit returned with approval from the Financial
     Supervisory Commission. < Amended by Act No. 5505, Jan. 13, 1998 >

     (5) The types of goods to be deposited, timing thereof, and other
     conditions needed on the deposit referred to in paragraph (1), shall be
     prescribed by the Ordinance of the Ministry of Finance and Economy.
     < Amended by Act No. 5741, Feb. 1, 1999 >


ARTICLE 26 (DISTRIBUTION OF DEPOSITED ARTICLES)

     (1) When a credit card company, which made a deposit as referred to in
     Article 25, is not able to refund the pre-paid card payment to the credit
     card merchant who supplied goods and services and the unredeemed prepaid
     card amount, the Financial Supervisory Commission shall designate an
     executor (hereinafter referred to as a "rights executor") who shall
     withdraw the credit card company's deposit and distribute to the credit
     card merchants and unredeemed pre-paid card holders (hereinafter referred
     to as "unredeemed creditors") and give public notice under the conditions
     as prescribed by the Ordinance of the Ministry of Finance and Economy.
     < Amended by Act No. 5505, Jan. 13, 1998; Act No. 5741, Feb. 1, 1999 >

     (2) Eligibility for a rights executor referred to in paragraph (1) shall be
     prescribed by the Presidential Decree.

     (3) The unredeemed creditors may receive distribution by reporting the
     unredeemed amount to the rights executor.
<PAGE>
     (4) The rights executor shall give public announcement on the period,
     method, and location of the report under paragraph (3) in compliance with
     the Ordinance of the Ministry of Finance and Economy. < Amended by Act No.
     5741, Feb. 1, 1999 >

     (5) The rights executor may, in priority to other claims, withdraw the
     deposit with the approval of the Financial Supervisory Commission, within
     the scope of the total amount reported in accordance with paragraph (2)
     above and the expenditures therefor. < Amended by Act No. 5505, Jan. 13,
     1998 >

     (6) The deposit withdrawn by the rights executor shall be distributed in
     compliance with the methods and procedures set by the Financial Supervisory
     Commission to the unredeemed creditors. < Amended by Act No. 5505, Jan. 13,
     1998 >

     (7) The credit card company which made a deposit in accordance with Article
     25 shall not be able to get the deposit returned prior to the completion of
     the distribution procedures referred to in paragraphs (1) through (6).


ARTICLE 27 (PROHIBITION ON USAGE OF SIMILAR NAMES)

     An entity other than a credit card company may not use credit card or a
     similar designation in its trade name.


     SECTION 2 FACILITIES LEASING BUSINESS

ARTICLE 28 (SCOPE OF APPLICATION)

     This Section shall apply to facilities leasing businesses and deferred
     payment sales services provided by a person registered for carrying out a
     facilities leasing business (hereinafter referred to as the "lessor")
     pursuant to the provisions of Article 3 (2). < Amended by Act No. 6681,
     Mar. 30, 2002 >


ARTICLE 29 (UTILIZATION OF VARIOUS FUNDS)

     In case where a person who has concluded a leasing or deferred payment sale
     contract with a lessor (hereinafter referred to as a "lessee") is qualified
     to be financed with funds being provided for the purpose of support for
     investment in facilities, the lessor may borrow from the funds concerned on
     behalf of the lessee, acquire specified objects and execute leasing or
     deferred payment sale (hereinafter referred to as the "leasing, etc.").


ARTICLE 30 (SPECIAL CASES TO FOREIGN TRADE ACT)
<PAGE>
     (1) Deleted. < by Act No. 6316, Dec. 29, 2000 >

     (2) In case where specified objects leased by a lessor are facilities or
     equipment to be used for the purpose of earning foreign currency, the
     earning of foreign currency corresponding to the amount of import under
     Article 19 of the Foreign Trade Act shall be conducted by the lessee.


ARTICLE 31 (SPECIAL CASES TO PHARMACEUTICAL AFFAIRS ACT)

     (1) Notwithstanding the provisions of Article 34 (3) of the Pharmaceutical
     Affairs Act, a lessor may directly import medical equipment and instruments
     as specified objects for the purpose of leasing, etc. provided that they
     are tested by using the facilities and equipment as determined by the
     Minister of Health and Welfare.

     (2) Notwithstanding the provisions of Article 42 of the Pharmaceutical
     Affairs Act, a lessor may transfer the specified objects of medical
     equipment and instruments imported under paragraph (1) hereof.


ARTICLE 32 (SPECIAL CASES TO ADMINISTRATIVE DISPOSITIONS)

     In case where a lessor acquires, imports or leases specified objects for
     the purpose of leasing, etc., if the lessee satisfies requirements for
     permission, approval, recommendations and other administrative dispositions
     in addition to the provisions of Articles 30 and 31 thereof, such
     requirements shall be regarded as met by the lessor.


ARTICLE 33 (SPECIAL CASES TO REGISTRY AND REGISTRATION)

     (1) In case where a leasing company executes leasing, etc. of construction
     machinery or vehicles, the registration may be made in the name of the
     lessee (in the case of deferred payment sale, the person who acquires the
     ownership of specified objects shall be excluded, and the same shall apply,
     hereinafter), notwithstanding the provisions of the Construction Machinery
     Management Act or the Automobile Management Act.

     (2) In case where a lessor wishes to register the ownership of a ship or
     aircraft for the purpose of leasing, etc., if the lessee satisfies the
     registration requirements under Article 2 of the Ship Act or Article 6 of
     the Aviation Act, the lessor shall be regarded as satisfying the
     requirements for such registration during the period of use thereof.
<PAGE>
ARTICLE 34 (SPECIAL CASES TO PERFORMING DUTIES)

     (1) In case where a lessee uses specified objects through leasing, various
     duties imposed in accordance with the provisions of other Acts and
     subordinate statutes on the owner of the specified objects regarding the
     maintenance and management of the objects such as inspection shall be
     performed by the lessee as the party concerned.

     (2) When duties under paragraph (1) hereof are imposed on the lessor, the
     lessor shall inform the lessee of the imposition without delay.


ARTICLE 35 (LIABILITY FOR INDEMNITY FOR DAMAGE CAUSED BY AUTOMOBILES, ETC.)

     In case where a lessee who operates construction machinery or vehicles
     acquired by leasing, etc., injures another person by an illegal act, the
     lessor shall not be regarded as "the person who operates the automobile for
     himself" when applying Article 3 of the Guarantee of Automobile Accident
     Compensation Act.


ARTICLE 36 (IDENTIFICATION OF LEASING, ETC.)

     (1) A lessor shall attach to specified objects leased tags indicating that
     they are the subjects of leasing, etc. (except where the ownership of the
     specified objects is transferred by deferred payment sale) under the
     conditions prescribed by the Ordinance of the Ministry of Finance and
     Economy. < Amended by Act No. 5741, Feb. 1, 1999 >

     (2) Tags under paragraph (1) above shall not be damaged, removed, modified
     or relocated by anyone other than the lessor which executed leasing, etc.
     of such specified objects.


ARTICLE 37 (SUPPORT FOR SMALL FIRMS)

     (1) The Financial Supervisory Commission, subject to the Presidential
     Decree, may order the lessor to appropriate a certain ratio of the yearly
     execution of facilities leasing services, etc. for small or medium
     enterprises (referring to small or medium enterprises pursuant to the
     provisions of Article 2 of the Framework Act on Small and Medium
     Enterprises). < Amended by Act No. 5505, Jan. 13, 1998; Act No. 5741, Feb.
     1, 1999; Act No. 6430, Mar. 28, 2001 >

     (2) The ratio referred to in paragraph (1) above shall not exceed 50/100.
<PAGE>
     SECTION 3 INSTALLMENT FINANCING BUSINESS

ARTICLE 38 (SCOPE OF APPLICATION)

     This Section shall apply to installment financing businesses performed by a
     person registered therefor (hereinafter referred to as the "installment
     financing company") pursuant to the provisions of Article 3 (2). < Amended
     by Act No. 6681, Mar. 30, 2002 >


ARTICLE 39 (OBLIGATORY NOTICE OF INFORMATION ON TERMS OF TRANSACTION)

     The installment financing company shall notify the buyer of goods and
     services which are subject matter of installment financing contracts made
     between the former and the latter (hereinafter referred to as the "customer
     of installment services") of matters relating to each of the following
     subparagraphs by means of ways prescribed by the Ordinance of the Ministry
     of Finance and Economy: < Amended by Act No. 5741, Feb. 1, 1999 >

     1.Original interest rates or overdue interest rates, or other various rates
     of charges determined by the installment financing company;

     2.Ways by which payments of financed money (hereinafter referred to as the
     "financed capital") are to be made; and

     3.Other matters prescribed by the Ordinance of the Ministry of Finance and
     Economy.


ARTICLE 40 (CODE OF PRACTICE OF INSTALLMENT FINANCING COMPANY)

     (1) No installment financing company shall be allowed to make a loan to
     customers of installment goods and services moneys exceeding the amount of
     purchase price of goods and services to be financed. < Amended by Act No.
     5741, Feb. 1, 1999 >

     (2) The installment financing company shall make direct payment of financed
     capital to the seller of the goods and services to be financed. < Amended
     by Act No. 5741, Feb. 1, 1999 >


     SECTION 4 VENTURE CAPITAL BUSINESS

ARTICLE 41 (SCOPE OF APPLICATION)

     (1) This Section shall apply to services falling under each of the
     following subparagraphs, which are provided by a person registered for
     carrying out a venture capital business
<PAGE>
     (hereinafter referred to as a "venture capitalist") pursuant to the
     provisions of Article 3 (2): < Amended by Act No. 6681, Mar. 30, 2002 >

     1.Investment in venture businessmen;

     2.Provision of loans to venture businessmen;

     3.Provision of managerial and technical assistance to venture businessmen;

     4.Establishment of venture business investment association; or

     5.Administration or operation of funds of venture business investment
     association.

     (2) The term "venture businessmen" in paragraph (2) means new technology
     venture businessmen under the provisions of subparagraph 1 of Article 2 of
     the Korea Technology Credit Guarantee Fund Act. < Amended by Act No. 6705,
     Aug. 26, 2002 >

     (3) Reference in paragraph (1) 4 to "venture business investment
     association" means associations prescribed by each of the following
     subparagraphs, which are established for the investment in venture
     businessmen:

     1.Associations, established by venture capitalists together with those who
     are not venture capitalists; or

     2.Associations whose funds are administered or operated by venture
     capitalists.


ARTICLE 42 (BORROWING OF MONEY)

     A venture capitalist may borrow money for investment in or loans to venture
     businessmen from the Government or the funds prescribed by the Presidential
     Decree, notwithstanding the provisions of Article 47 (1).


ARTICLE 43 (TAX SUPPORT)

     Subject to the provisions of the Restriction of Special Taxation Act, the
     Government may provide tax support to venture capitalists or their
     investors, venture business investment associations and subscribers thereto
     for the development of venture capital business. < Amended by Act No. 6430,
     Mar. 28, 2001 >


ARTICLE 44 (VENTURE BUSINESS INVESTMENT ASSOCIATIONS)

     (1) The bylaws of a venture business investment association (hereafter
     referred to in this
<PAGE>
     Article as the "association") shall include matters falling under each of
     the following subparagraphs:

     1.The fact that venture capitalists are administering and operating funds
     of the association. In such cases, venture capitalists may entrust the
     operation of funds of the association, in whole or in part, to those who
     are not venture capitalists, by making agreements therefor with the
     association; or

     2.The fact that funds of the association shall be invested into venture
     businessmen.

     (2) The association may pay to the venture capitalist a fee for its
     services not exceeding 20/100 of investment profits generated by the
     administration and operation of funds as set out in its bylaws.

     (3) Where there occurs a loss from the administration and operation of its
     funds, the association may determine the loss distribution rate favorably
     to those who are not venture capitalists, as set out in its bylaws.


ARTICLE 45 (MATTERS TO BE OBSERVED BY VENTURE CAPITALISTS)

     Where venture capitalists perform loan services pursuant to the provisions
     of Article 41 (1) 2, they shall not exceed the limit of loans as determined
     by the Ordinance of the Ministry of Finance and Economy.
     [This Article Wholly Amended by Act No. 5741, Feb. 1, 1999]


     CHAPTER IV SPECIALIZED CREDIT FINANCIAL BUSINESS COMPANY

ARTICLE 46 (BUSINESS)

     (1) Business performed by specialized credit financial business company
     shall be limited as follows: < Amended by Act No. 6430, Mar. 28, 2001 >

     1.Licensed or registered specialized credit financial business under the
     provisions of Article 3;

     2.Business incidental to credit card business under the provisions of
     Article 13 (limited to the licensed credit card business);

     3.Deferred payment sales business (limited to the registered facilities
     leasing business);

     4.Credit loans or secured loan services:
<PAGE>
     5.Discount business of bills;

     6.Assumption, management, or collection business of trade credit which
     enterprises procure in exchange for provision of goods and services;

     7.Other businesses equivalent to subparagraphs 1 through 6, which are
     prescribed by the Presidential Decree; or

     8.Credit investigation relating to business of subparagraphs 1 through 7
     and incidental business.

     (2) Deleted. < by Act No. 5741, Feb. 1, 1999 >


ARTICLE 47 (WAYS OF RAISING MONEY)

     (1) Ways by which a specialized credit financial business company raises
     money shall be restricted to those prescribed in each of the following
     subparagraphs: < Amended by Act No. 5505, Jan. 13, 1998; Act No. 5741, Feb.
     1, 1999; Act No. 5982, May 24, 1999 >

     1.Borrowing from financial institutions established by the provisions of
     other Acts or authorized or licensed by the Financial Supervisory
     Commission;

     2.Issuance of bonds or bills;

     3.Sales of securities held;

     4.Transfer of loaned credit held; or

     5.Other ways prescribed by the Presidential Decree.

     (2) The issuance of bonds or bills pursuant to paragraph (1) 2 and the sale
     of securities held pursuant to subparagraph 3 of the same paragraph may be
     restricted in the method of issuance or sale and target persons thereof by
     the Presidential Decree.


ARTICLE 48 (SPECIAL CASES OF ISSUANCE OF BONDS)

     (1) A specialized credit financial business company may issue bonds up to
     an amount ten times as much as its equity capital, notwithstanding the
     provisions of Article 470 of the Commercial Act. < Amended by Act No. 5741,
     Feb. 1, 1999 >

     (2) A specialized credit financial business company may issue bonds
     temporarily
<PAGE>
     exceeding the maximum limit in order to repay the bonds issued according to
     the provisions of paragraph (1). In such cases, the repayment shall be made
     within a month after the bonds are issued.

     (3) Where bonds issued by a specialized credit financial business company
     in accordance with the provisions of paragraphs (1) and (2) are subject to
     the application of the provisions of the Securities and Exchange Act, they
     shall be treated as bonds under the provisions of Article 2 (1) 3 of the
     said Act.

     (4) Matters necessary for issuance of bonds other than those prescribed in
     paragraphs (1) through (3) shall be determined by the Presidential Decree.


ARTICLE 49 (RESTRICTION OF ACQUISITION OF REAL ESTATE)

     (1) Real estate used for business which a specialized credit financial
     business company is allowed to acquire shall be restricted to those
     prescribed in each of the following subparagraphs: < Amended by Act No.
     5741, Feb. 1, 1999 >

     1.Main or branch offices, or other offices;

     2.Housing or dormitories for officers and employees, and employees'
     training center; or

     3.Other real estates prescribed by the Ordinance of the Ministry of Finance
     and Economy as needed for the business.

     (2) The Financial Supervisory Commission may restrict the total value of
     real estate used for business which a specialized credit financial business
     company is allowed to acquire pursuant to paragraph (1) to a certain ratio
     exceeding 100/100 of its equity capital, where he deems it necessary to
     restrain excessive acquisition of real estate. < Amended by Act No. 5505,
     Jan. 13, 1998 >

     (3) The total value of real estate used for business pursuant to the
     provisions of paragraph (2) shall be computed upon the basis of book value.

     (4) A specialized credit financial business company may be allowed to
     acquire real estate falling under the following in addition to that used
     for business:

     1.The real estate which is the object leased or subject to deferred payment
     sales; or

     2.The real estate acquired by exercise of secured rights.

     (5) Deleted. < by Act No. 5741, Feb. 1, 1999 >
<PAGE>
ARTICLE 50 (MAXIMUM LIMIT OF LOANS TO RELATED PARTIES)

     (1) The aggregate amount of loans (referring to an amount calculated by the
     method as determined by the Ordinance of the Ministry of Finance and
     Economy; hereinafter the same shall apply) which a specialized credit
     financial business company is allowed to provide to persons specially
     related to the company may not exceed 100/100 of its equity capital.
     < Amended by Act No. 5741, Feb. 1, 1999 >

     (2) The scope of specially related persons prescribed in paragraph (1)
     shall be prescribed by the Ordinance of the Ministry of Finance and
     Economy. < Amended by Act No. 5741, Feb. 1, 1999 >


ARTICLE 50-2 (PROHIBITED ACTS RELATED TO FINANCIAL SUPPORT)

     (1) The specialized credit financial companies shall not do an act falling
     under any of the following subparagraphs with other financial institutions
     (referring to the financial institutions under the Act on the Structural
     Improvement of the Financial Industry; hereafter in this Article, the same
     shall apply) or other companies: < Amended by Act No. 6681, Mar. 30, 2002 >

     1.Act of holding the voting stocks under mutual crossing or providing
     credit for the purpose of avoiding the maximum limit under Article 50;

     2.Act of acquiring stocks under mutual crossing for the purpose of avoiding
     the limit of acquiring its own stocks under Article 341 of the Commercial
     Act or Article 189-2 of the Securities and Exchange Act; or

     3.Other acts as stipulated by the Presidential Decree, which are likely to
     harm greatly the interests of transactors.

     (2) The stocks acquired in contravention of paragraph (1) shall not have
     voting rights.

     (3) The specialized credit financial companies shall not perform the acts
     of granting credit for enabling to purchase the stocks of such specialized
     credit financial companies, or of intermediating funds for the purpose of
     avoiding maximum credit limit under Article 50.

     (4) The Financial Supervisory Commission may take necessary measures, such
     as ordering a specialized credit financial company, which has acquired
     stocks or granted credit in contravention of paragraph (1) or (3), to
     dispose of relevant stocks or to recover the credit amount.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]
<PAGE>
ARTICLE 50-3 (QUALIFICATIONS OF OFFICERS)

     Any person falling under any of the following subparagraphs shall not
     become an officer of a specialized credit financial company, and if he
     comes to fall under it after he has become one, he shall lose his post:

     1.A minor, quasi-incompetent or incompetent person;

     2.A bankrupt who is yet reinstated;

     3.A person who has been consigned to an unsuspended sentence of
     imprisonment without prison labor or to a heavier sentence, and for whom 5
     years have not passed after the execution (including the case where its
     execution is deemed to be over) or the exemption from its execution;

     4.A person who has been consigned to a sentence of fine or to a heavier
     sentence due to a contravention of this Act or the finance-related Acts and
     subordinate statutes as stipulated by the Presidential Decree (hereafter in
     this Article, referred to as "finance-related Acts and subordinate
     statutes"), and for whom 5 years have not passed after the completion
     (including the case where its execution is deemed to be over) of, or
     exemption from its execution;

     5.A person who is under a grace period after having been consigned to a
     suspended sentence of imprisonment without prison labor or to a heavier
     sentence;

     6.A person for whom not more than 5 years have passed after a dismissal or
     a disciplined discharge pursuant to this Act or the finance-related Acts
     and subordinate statutes; and

     7.An officer or employee of a corporation or company whose license,
     authorization or registration of business has been revoked pursuant to this
     Act, or the finance-related Acts and subordinate statutes (limited to
     persons who are directly responsible or equivalently responsible for the
     occurrence of causes for such revocations, and who are stipulated in the
     Presidential Decree), and for whom 5 years have not passed since the date
     on which a revocation was made against the relevant corporation or company.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 50-4 (SELECTION OF OUTSIDE DIRECTOR)

     (1) A specialized credit financial company (limited to a specialized credit
     financial company satisfying the criteria as stipulated by the Presidential
     Decree taking into consideration the property, business, etc. being
     conducted; hereafter in this Article, the same shall apply), shall assign 3
     or more directors who are not engaged in the permanent affairs of the board
     of directors (hereinafter referred to as "outside directors"). In this
     case, the outside directors shall be not less than one half of the total
     number of directors.
<PAGE>
     (2) A specialized credit financial company shall establish the committee
     under Article 393-2 of the Commercial Act in order to recommend the
     candidates for outside directors (hereinafter referred to as the "committee
     for recommending the candidates for outside directors"). In this case, the
     committee for recommending the candidates for outside directors shall
     consist of such outside directors as are to be not less than one half of
     the total members.

     (3) The outside directors shall be elected by the shareholders' meeting
     from among those who are recommended by the committee for recommending the
     candidates for outside directors.

     (4) A person who falls under any of subparagraphs of Article 54-5 (4) of
     the Securities and Exchange Act shall not become an outside director, and
     if he comes to fall under it after he has become one, he shall lose his
     post.

     (5) A specialized credit financial company shall, where the composition of
     the board of directors does not conform to the requirements under paragraph
     (1) due to such cause as a resignation or death, etc. of outside directors,
     make the composition of the board of directors conform to the requirements
     under paragraph (1) at the stockholders' meeting convened for the first
     time after the date on which such causes occurred.

     (6) With respect to a specialized credit financial company which is to
     assign the outside directors as it comes to fall for the first time under
     the requirements of paragraph (1), the provisions of the latter part of
     paragraph (2) shall not be applicable.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 50-5 (AUDIT COMMITTEE)

     (1) A specialized credit financial company (limited to a specialized credit
     financial company satisfying the criteria as stipulated by the Presidential
     Decree taking into consideration the property, business, etc. being
     conducted; hereafter in this Article, the same shall apply), shall
     establish the audit committee (referring to the audit committee under
     Article 415-2 of the Commercial Act; hereinafter the same shall apply).

     (2) The audit committee shall fill up not less than two-thirds of the total
     members with outside directors.

     (3) The members of audit committee who are not the outside directors shall
     not fall under any of the subparagraphs of Article 191-12 (3) of the
     Securities and Exchange Act: Provided, That any person who is an incumbent
     member of the audit committee as not an outside director, may become a
     member of the audit committee as not an outside director, notwithstanding
     the provisions of Article 191-12 (3) 6 of the same Act.
<PAGE>
     (4) The audit committee shall, where its composition does not conform to
     the requirements under paragraph (2) due to such cause as a resignation or
     death, etc. of the members of audit committee, make its composition conform
     to the requirements under paragraph (2) at the stockholders' meeting
     convened for the first time after the date on which such causes occurred.

     (5) The provisions of Article 415-2 (2) (proviso) of the Commercial Act
     shall not be applicable to the composition of the audit committee under
     paragraph (1).
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 50-6 (CRITERIA FOR INTERNAL CONTROL)

     (1) A specialized credit financial company shall set forth the basic
     procedures and criteria to be observed by its officers and employees in
     performing their duties in order to comply to the Acts and subordinate
     statutes, to make its property operation sound, and to protect customers
     (hereinafter referred to as the "criteria for internal control").

     (2) A specialized credit financial company shall assign one or more persons
     who are to check whether or not the criteria for internal control are
     observed, and to investigate the violations of said criteria, and to report
     thereon to the auditor or the audit committee (hereinafter referred to as
     the "compliance officer").

     (3) A specialized credit financial company shall, where it intends to
     appoint or dismiss the compliance officer, go through a resolution of the
     board of directors.

     (4) The compliance officer shall satisfy the following requirements:

     1.He shall have the career falling under any of the following items:

     (a) Any person who has the career of serving for not less than 10 years in
     the Bank of Korea, or the institutions subject to inspection under Article
     38 of the Act on the Establishment, etc. of Financial Supervisory
     Organizations (including foreign financial institutions equivalent to
     them);

     (b) Any person who has obtained a master or a higher academic degree and
     has the career of serving for not less than 5 years at posts of or higher
     posts than a researcher or full-time lecturer in a research institution or
     a college or university;

     (c) Any person who is qualified as a lawyer or a certified public
     accountant, and who has the career of engaging in the affairs related to
     such qualifications; and

     (d) Any person who has the career of serving for not less than 5 years in
     the Ministry of Finance and Economy, the Financial Supervisory Commission,
     the Securities Futures Committee, or the Financial Supervisory Service, and
     for whom 5 years have passed after
<PAGE>
     he retired or resigned from the relevant institution;

     2.He shall not fall under any subparagraph of Article 50-3; and

     3.He shall not have any facts of receiving such measures as falling under
     the demand for caution or warning from the Financial Supervisory Commission
     or the Governor of the Financial Supervisory Service due to violations of
     the finance-related Acts and subordinate statutes during recent 5 years.

     (5) Matters necessary for the criteria for internal control under paragraph
     (1) and the compliance officer under paragraph (2) shall be prescribed by
     the Presidential Decree.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 50-7 (EXERCISE OF MINORITY SHAREHOLDERS' RIGHTS)

     (1) Any person who has continually held not less than 5/100,000 of the
     total issued stocks of the specialized credit financial company (limited to
     the specialized credit financial company falling under the criteria as
     stipulated by the Presidential Decree taking into consideration the
     property and business being conducted, etc.: hereafter in this Article, the
     same shall apply) for not less than 6 months under the conditions as
     prescribed by the Presidential Decree, may exercise the shareholders'
     rights as stipulated under Article 403 of the Commercial Act (including the
     cases where mutatis mutandis applied in Articles 324, 415, 424-2, 467-2 and
     542 of the same Act).

     (2) Any person who has continually held not less than 250/1,000,000 of the
     total issued stocks of the specialized credit financial company (not less
     than 125/1,000,000 in the case of the specialized credit financial company
     which falls under the criteria as stipulated by the Presidential Decree)
     for not less than 6 months under the conditions as prescribed by the
     Presidential Decree, may exercise the shareholders' rights as stipulated
     under Article 402 of the Commercial Act.

     (3) Any person who has continually held not less than 50/100,000 of the
     total issued stocks of the specialized credit financial company (not less
     than 25/100,000 in the case of the specialized credit financial company
     which falls under the criteria as stipulated by the Presidential Decree)
     for not less than 6 months under the conditions as prescribed by the
     Presidential Decree, may exercise the shareholders' rights as stipulated
     under Article 466 of the Commercial Act.

     (4) Any person who has continually held not less than 250/100,000 of the
     total issued stocks of the specialized credit financial company (not less
     than 125/100,000 in the case of the specialized credit financial company
     which falls under the criteria as stipulated by the Presidential Decree)
     for not less than 6 months under the conditions as prescribed by the
     Presidential Decree, may exercise the shareholders' rights as stipulated
     under Article 385 of the Commercial Act (including the case of mutatis
     mutandis application in Article
<PAGE>
     415 of the same Act) and Article 539 of the same Act.

     (5) Any person who has continually held not less than 50/10,000 of the
     total issued stocks of the specialized credit financial company (not less
     than 25/10,000 in the case of the specialized credit financial company
     which falls under the criteria as stipulated by the Presidential Decree)
     for not less than 6 months under the conditions as prescribed by the
     Presidential Decree, may exercise the shareholders' rights as stipulated
     under Article 363-2 of the Commercial Act. In this case, where exercising
     the shareholders' rights under Article 363-2 of the Commercial Act, it
     shall be based upon the voting stocks.

     (6) Any person who has continually held not less than 150/10,000 of the
     total issued stocks of the specialized credit financial company (not less
     than 75/10,000 in the case of the specialized credit financial company
     which falls under the criteria as stipulated by the Presidential Decree)
     for not less than 6 months under the conditions as prescribed by the
     Presidential Decree, may exercise the shareholders' rights as stipulated
     under Articles 366 and 467 of the Commercial Act. In this case, where
     exercising the shareholders' rights under Article 366 of the Commercial
     Act, it shall be based upon the voting stocks.

     (7) In case where the shareholder under paragraph (1) has instituted a
     lawsuit under Article 403 of the Commercial Act (including the cases
     mutatis mutandis applied in Articles 324, 415, 424-2, 467-2 and 542 of the
     same Act) and won the case, he may request the specialized credit financial
     company to pay the expenses for such lawsuit and all other costs on account
     of the lawsuit.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 51 (PROHIBITION OF USE OF SIMILAR TRADE NAMES)

     A person who is not a specialized credit financial business company may not
     use the same or similar indication as credit, credit card, facilities
     leasing, lease, installment financing, or venture capital business in his
     trade name.
     [This Article Wholly Amended by Act No. 5741, Feb. 1, 1999]


ARTICLE 52 (RELATIONS WITH OTHER ACTS AND SUBORDINATE STATUTES)

     (1) The provisions of the Bank of Korea Act and the Banking Act shall not
     apply to a specialized credit financial business company and a concurrent
     loan service provider pursuant to the provisions of Article 3 (3) 2.
     < Amended by Act No. 5505, Jan. 13, 1998; Act No. 6681, Mar. 30, 2002 >

     (2) Articles 3 through 9, 24, and 26 and subparagraph 4 of Article 27 of
     the Act on the Structural Improvement of the Financial Industry shall apply
     to a specialized credit financial business company. < Amended by Act No.
     6681, Mar. 30, 2002 >
<PAGE>
     CHAPTER V SUPERVISION

ARTICLE 53 (SUPERVISION)

     (1) The Financial Supervisory Commission shall supervise whether a
     specialized credit financial business company or a concurrent loan service
     provider (hereinafter referred to as a "specialized credit financial
     business company, etc.") observes this Act or orders made thereunder.
     < Amended by Act No. 5505, Jan. 13, 1998 >

     (2) The Financial Supervisory Commission may, where deems necessary for
     supervision under the provisions of paragraph (1), may require a
     specialized credit financial business company, etc. to file reports on
     current state of business operation and business situations. < Amended by
     Act No. 5505, Jan. 13, 1998; Act No. 6430, Mar. 28, 2001 >

     (3) Deleted. < by Act No. 6430, Mar. 28, 2001 >

     (4) The Financial Supervisory Commission may make orders necessary for
     correction of breaches of this Act or orders made thereunder which are
     found from such reports as referred to in the provisions of paragraph (2).
     < Amended by Act No. 5505, Jan. 13, 1998; Act No. 6430, Mar. 28, 2001 >


ARTICLE 53-2 (INSPECTION)

     (1) The Governor of the Financial Supervisory Service may have the
     officials belonging to him inspect the business and asset status of the
     specialized credit financial business company, etc.

     (2) The officials who make the inspection under paragraph (1) shall present
     their vouchers indicating their authority to the persons interested.

     (3) The Governor of the Financial Supervisory Service may request the
     specialized credit financial business company, etc. to furnish the books,
     recorded documents and other data necessary for such inspection, or to have
     the related persons attend and state their opinions.

     (4) The Governor of the Financial Supervisory Service may request the
     external auditor selected by the specialized credit financial business
     company, etc. pursuant to the Act on External Audit of Stock Companies to
     furnish the information and data relating to the soundness of management
     which have come to his knowledge as a result of audit of the relevant
     specialized credit financial business companies, etc.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]
<PAGE>
ARTICLE 53-3 (GUIDANCE OF SOUND MANAGEMENT)

     (1) The Financial Supervisory Commission may set forth the criteria for
     management guidance falling under any of the following subparagraphs under
     the conditions as prescribed by the Presidential Decree, in order to guide
     the sound management of the specialized credit financial business company
     and to prevent the financial troubles:

     1.Matters on the adequacy of equity capital;

     2.Matters on the soundness of property;

     3.Matters on the liquidity; and

     4.Other matters necessary for securing the soundness of management.

     (2) The Financial Supervisory Commission may advise, demand or order the
     relevant specialized credit financial business company to improve its
     management under the conditions as determined by the said Commission, in
     case where its financial status falls short of the criteria under paragraph
     (1), such as the equity capital of the specialized credit financial
     business company falls short of a specified level, and where deemed likely
     to harm greatly the protection of traders and the stability of financial
     order as the self normalization of management has been delayed, and may
     issue the necessary order or take the measures, including the transfer of
     contracts.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


ARTICLE 54 (SUBMISSION OF BUSINESS REPORTS, ETC.)

     A specialized credit financial business company, etc. shall submit business
     reports and reports on actual results of management to the Financial
     Supervisory Commission under the conditions as determined by the Financial
     Supervisory Commission. In such cases, those reports shall be submitted
     through the Specialized Credit Financial Business Association when it has
     been established by the provisions of Article 62. < Amended by Act
     No. 5505, Jan. 13, 1998; Act No. 5741, Feb. 1, 1999 >


ARTICLE 54-2 (DISCLOSURE OF OPERATIONS)

     (1) The Financial Supervisory Commission may have a specialized credit
     financial business company disclose important information and data on the
     conditions of operation.

     (2) The matters necessary for the kinds, scope, and methods of disclosure
     under paragraph
<PAGE>
     (1) shall be determined by the Financial Supervisory Commission.
     [This Article Newly Inserted by Act No. 5741, Feb. 1, 1999]


ARTICLE 55 (ACCOUNTING ADMINISTRATION)

     A specialized credit financial business company, etc. shall administer
     accounting of licensed or registered specialized credit financial business
     separately from that of other businesses so as to analyze fund management
     and business performance.


ARTICLE 56 (DESIGNATION OF AUDITORS)

     Where a specialized credit financial business company falls under any cause
     as determined by the Presidential Decree such as the violation of this Act,
     the Financial Supervisory Commission may designate an auditor of the
     specialized credit financial business company after deliberation by the
     Securities Futures Commission.
     [This Article Wholly Amended by Act No. 5741, Feb. 1, 1999]


ARTICLE 57 (REVOCATION, ETC. OF LICENSE OR REGISTRATION)

     (1) The Financial Supervisory Commission may make orders with the effect of
     suspending, in whole or in part, credit card business or the business
     incidental thereto under Article 13 by setting time limit not exceeding 6
     months, where a credit card company falls under each of the following
     subparagraphs: < Amended by Act No. 5505, Jan. 13, 1998; Act No. 6430, Mar.
     28, 2001 >

     1.Where, without satisfying requirements prescribed by Article 13 (1), it
     performs incidental business referred to in each subparagraph of the same
     paragraph;

     2.Where it violates the provisions of Articles 14, 16 (1) through (4), 17,
     18, 21, 22, 23 (1) or 25 (4); or

     3.Where it fails to comply with orders or measures taken by the Financial
     Supervisory Commission pursuant to the provisions of Articles 23 (2), 24,
     25 (1), 53 (4), or 53-3 (2).

     (2) Where a credit card company falls under each of the following
     subparagraphs, the Financial Supervisory Commission may revoke its license
     or registration: < Amended by Act No. 5741, Feb. 1, 1999; Act No. 5982, May
     24, 1999; Act No. 6681, Mar. 30, 2002 >

     1.Where it obtains a license or makes a registration under the provisions
     of Article 3 (1) by fraud or unlawful ways;

     2.Where it falls under the provisions of Article 6 (1) 2 through 4 (limited
     to a specialized
<PAGE>
     credit financial business company);

     3.Where it fails to comply with orders for suspension of business under the
     provisions of paragraph (1);

     4.Where it fails to continue to conduct its operations for one year or more
     without any justifiable reason; and

     5.Where it closes out virtually its operations due to a corporate merger,
     bankruptcy, or closure of its operations.

     (3) Where a facilities leasing service company, an installment financing
     company, or a venture capitalist falls under each of the following
     subparagraphs, the Financial Supervisory Commission may revoke its
     registration: < Amended by Act No. 5505, Jan. 13, 1998; Act No. 5741, Feb.
     1, 1999; Act No. 5982, May 24, 1999; Act No. 6430, Mar. 28, 2001; Act No.
     6681, Mar. 30, 2002 >

     1.Where it registers under the provisions of Article 3 (2) by fraud or
     unlawful ways;

     2.Where it falls under the provisions of Article 6 (1) 2 through 4 (limited
     to a specialized credit financial business company);

     3.Where it fails to comply with orders made by the Financial Supervisory
     Commission under the provisions of Article 53 (4);

     3-2.Where it receives an order of contract transfer under Article 53-3 (2);

     4.Where it fails to continue to conduct its operations for one year or more
     without any justifiable reason; and

     5.Where it closes out virtually its operations due to a corporate merger,
     bankruptcy, or closure of its operations.

     (4) Deleted. < by Act No. 5982, May 24, 1999 >


ARTICLE 58 (IMPOSITION OF PENALTY)

     (1) Where a specialized credit financial business company violates the
     provisions of Article 46, 47, 48, 49 (1) and (4) or 50 or fails to comply
     with orders made by the Financial Supervisory Commission pursuant to the
     provisions of Article 49 (2), the Financial Supervisory Commission may
     impose a penalty not exceeding 100 million won under the conditions as
     prescribed by the Presidential Decree. < Amended by Act No. 5505, Jan. 13,
     1998; Act No. 5741, Feb. 1, 1999 >
<PAGE>
     (2) Where a credit card company falls under each of subparagraphs of
     Article 57 (1), the Financial Supervisory Commission may impose a penalty
     not exceeding 100 million won instead of taking measures of suspending
     business under the conditions as prescribed by the Presidential Decree.
     < Amended by Act No. 5505, Jan. 13, 1998 >

     (3) In case of the following subparagraphs, the Financial Supervisory
     Commission may impose a penalty not exceeding 50 million won under the
     conditions as prescribed by the Presidential Decree: < Amended by Act No.
     5505, Jan. 13, 1998 >

     1.Where a facilities leasing service company fails to comply with orders
     made by the Financial Supervisory Commission pursuant to the provisions of
     Article 37;

     2.Where an installment financing company violates the provisions of Article
     39 or 40; or

     3.Where a venture capitalist violates the provisions of Article 45.

     (4) The types or degrees of breaches subject to the imposition of penalty
     pursuant to the provisions of paragraphs (1) through (3) or other necessary
     matters shall be prescribed by the Presidential Decree.

     (5) The Financial Supervisory Commission shall collect penalties according
     to procedures for the recovery of national taxes in arrears, where
     penalties imposed by the provisions of paragraphs (1) through (3) are not
     paid within the specified time-limit. < Amended by Act No. 5505, Jan. 13,
     1998 >

     (6) The Financial Supervisory Commission may, under the conditions as
     prescribed by the Presidential Decree, entrust the Commissioner of the
     National Tax Service with the affairs relating to the collection of penalty
     surcharge and the disposition for arrears. < Newly Inserted by Act
     No. 6430, Mar. 28, 2001 >


ARTICLE 59

     Deleted. < by Act No. 6430, Mar. 28, 2001 >


ARTICLE 60 (MEASURES AFTER REVOCATION OF LICENSE OR REGISTRATION OF CREDIT CARD
BUSINESS)

     A credit card company may continue to perform the business for settling
     accounts in respect of credit card transactions conducted prior to the
     revocation of the license or registration pursuant to the provisions of
     Article 57 (2). < Amended by Act No. 6681, Mar. 30, 2002 >


ARTICLE 61 (HEARING)

     The Financial Supervisory Commission shall hold hearings where it intends
     to revoke
<PAGE>
     license or registration under the provisions of Article 57 (2) or (3).
     < Amended by Act No. 5741, Feb. 1, 1999; Act No. 5982, May 24, 1999 >


     CHAPTER VI SPECIALIZED CREDIT FINANCIAL BUSINESS ASSOCIATION

ARTICLE 62 (ESTABLISHMENT)


     (1) Specialized credit financial business companies, etc. may establish a
     specialized credit financial business association (hereinafter referred to
     as the "Association") to pursue reliable development of specialized credit
     financial business.

     (2) The Association shall be a juristic person.

     (3) Where specialized credit financial business companies, etc. wish to
     establish the Association, they shall draw up the articles of association
     at the inaugural general meeting and obtain permission thereon by the
     Financial Supervisory Commission. < Amended by Act No. 5741, Feb. 1, 1999;
     Act No. 5982, May 24, 1999 >

     (4) There shall be a president, directors, auditors, or other officers at
     the Association according to the articles of association.

     (5) Deleted. < by Act No. 5741, Feb. 1, 1999 >

     (6) Except as otherwise provided in this Act with regard to the
     Association, the provisions of the Civil Act relating to an incorporated
     association shall apply mutatis mutandis.


ARTICLE 63 (ACCESSION)

     The Association may not refuse accession or impose unfair conditions
     thereto without justifiable causes, where a specialized credit financial
     business company, etc. intends to accede to the Association.


ARTICLE 64 (FUNCTIONS)

     The Association shall carry out functions falling under each of the
     following subparagraphs:

     1.To guide and recommend members to comply with this Act or other Acts and
     subordinate statutes;
<PAGE>
     2.To recommend members to improve on methods of carrying out business for
     the protection of customers;

     3.To undertake submission of reports prescribed by the provisions of
     Article 54 on behalf of member companies, and to analyse their financial
     situations;

     4.To consult with customers and deal with their general inquiries;

     5.To encourage exchange of credit information between members;

     6.To maintain information on credit card merchants;

     7.To research and investigate for development of specialized credit
     financial businesses and specialized credit financial business companies;

     8.Deleted; or < by Act No. 5741, Feb. 1, 1999 >

     9.To carry out other functions to achieve objectives of the Association.


ARTICLE 65 (ARTICLES OF ASSOCIATION)

     The articles of association of the Association shall contain matters
     falling under each of the following subparagraphs:

     1.Objectives, designation and the place of office;

     2.Qualification for members;

     3.Election of directors and officers;

     4.Scope of services:

     5.Membership dues, budgets and accounting; and

     6.Meetings and other matters necessary for the operation of the
     Association.


ARTICLES 66 THROUGH 68

     Deleted. < by Act No. 5741, Feb. 1, 1999 >


     CHAPTER VII SUPPLEMENTARY PROVISIONS

ARTICLE 69 (CONTRIBUTIONS)
<PAGE>
     (1) Deleted. < by Act No. 6430, Mar. 28, 2001 >

     (2) Specialized credit financial business companies, etc. which undergo an
     investigation by the Financial Supervisory Service shall pay contributions
     for meeting the investigation expenses to the Financial Supervisory
     Service.

     (3) The sharing ratio, limit or other matters for the payment of
     contributions referred to in paragraph (2) shall be determined by the
     Presidential Decree.
     [This Article Wholly Amended by Act No. 5505, Jan. 13, 1998]


ARTICLE 69-2 (ENTRUSTMENT OF AUTHORITY)

     (1) The Financial Supervisory Commission may, if necessary for elevating
     the efficiency of supervision against the specialized credit financial
     business companies, entrust a part of his authority under this Act to the
     Governor of the Financial Supervisory Service under the conditions as
     prescribed by the Presidential Decree.

     (2) The Financial Supervisory Commission may, where deemed necessary for
     protecting the traders, entrust a part of his authority other than that
     under paragraph (1) to the president of the Association under the
     conditions as prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 6430, Mar. 28, 2001]


     CHAPTER VIII PENAL PROVISIONS

ARTICLE 70 (PENAL PROVISIONS)

     (1) Any person who falls under any of the following subparagraphs shall be
     punished by imprisonment for not more than 7 years or a fine not exceeding
     50 million won: < Amended by Act No. 6681, Mar. 30, 2002 >

     1.A person who alters or forges credit cards;

     2.A person who sells or uses counterfeited or altered credit cards;

     3.A person who sells or uses the lost or stolen credit cards or debit
     cards;

     4.A person who sells or uses credit cards or debit cards acquired by taking
     by force or embezzlement, or by deceiving or threatening a person;
<PAGE>
     5.A person who acquires the forged or altered credit cards, etc. for the
     purpose of using them;

     6.A person who retains other persons' credit card information detected by
     falsity and other illegal means, or makes a transaction by credit cards by
     utilizing it;

     7.A person who carries on a credit card business without obtaining a
     license or making a registration under Article 3 (1); and

     8.A person who obtains a license or makes a registration under Article 3
     (1) by falsity and other illegal means.

     (2) Any person who falls under any of the following subparagraphs shall be
     punished by imprisonment for not more than 3 years or a fine not exceeding
     20 million won: < Amended by Act No. 6681, Mar. 30, 2002 >

     1.Deleted; < by Act No. 6681, Mar. 30, 2002 >

     2.A person who registers as referred to in Article 3 (2) by false or
     illegal means;

     3.A person who makes a transaction by credit cards or has such sales by
     credit cards made by proxy in excess of the actual transaction amount or by
     forging the sales of goods and the provision of services, etc., or one who
     mediates them;

     4.A person who makes a transaction by credit cards, etc. in the name of
     other credit card merchants in contravention of Article 19 (4) 3;

     5.A person who makes a transaction by credit cards, etc. by proxy in
     contravention of Article 19 (4) 5;

     6.A person who transfers sales claims and who takes over them in
     contravention of Article 20 (1); and

     7.A person who makes a transaction by credit cards, etc. in the name of
     other credit card merchants in contravention of Article 20 (2).

     (3) Any person who falls under any of the following subparagraphs shall be
     punished by imprisonment for not more than one year or a fine not exceeding
     10 million won: < Amended by Act No. 5741, Feb. 1, 1999; Act No. 6430, Mar.
     28, 2001; Act No. 6681, Mar. 30, 2002 >

     1.A person who transfers, acquires or pledges credit cards in violation of
     Article 15;

     2.A person who refuses a sale of goods or a provision of services, etc. or
     who unfavorably treats a holder of credit card for a reason of a
     transaction by credit cards, in contravention of Article 19 (1);
<PAGE>
     3.A person who passes the merchant fees to the credit card holders in
     violation of Article 19 (3);

     4.A person who lends the credit card merchant name to another person in
     violation of Article 19 (4) 4;

     5.and 6.Deleted; and < by Act No. 6681, Mar. 30, 2002 >

     7.A person who violates the provisions of Article 27, 50-2 (1) or (3), or
     51.

     (4) Any person who violates the provisions of Article 36 (2) shall be
     punished by a fine not exceeding 5 million won.

     (5) An attempt of crime under paragraphs (1) 1 and 2 shall be punished.

     (6) A person who prepares for or plots any crime under paragraph (1) 1 with
     an intention of consummation thereof shall be punished by imprisonment for
     not more than 3 years or a fine not exceeding 20 million won: Provided,
     That with respect to a person who voluntarily surrenders before reaching to
     a commitment of the intended crime, his punishment may be mitigated or
     exempted. < Newly Inserted by Act No. 6681, Mar. 30, 2002 >

     (7) The imprisonment and the fine referred to in paragraphs (1) through (3)
     may be imposed concurrently.


ARTICLE 71 (JOINT PENAL PROVISIONS)

     Where a person representing a juristic person, an agent acting on behalf of
     or working for a juristic person or an individual, or other employees
     perform activities falling under the provisions of Article 70 in respect of
     business to be done by such juristic person or individual, such juristic
     person or individual shall be subject to imposition of penalty of the said
     Article in addition to the offenders themselves.


ARTICLE 72 (FINE FOR NEGLIGENCE)

     (1) A person falling under each of the following subparagraphs shall be
     punished by a fine for negligence not exceeding 5 million won: < Amended by
     Act No. 5741, Feb. 1, 1999; Act No. 6681, Mar. 30, 2002 >

     1.A person who fails to elect an outside director in contravention of
     Article 50-4;

     2.Deleted; < by Act No. 5741, Feb. 1, 1999 >
<PAGE>
     3.Where he fails to submit reports or submits fraudulent reports in
     contravention of the provisions of Article 54;

     4.Where he fails to make a disclosure referred to in Article 54-2 or makes
     a false disclosure; or

     5.Where he violates the provisions of Article 55.

     (2) A fine for negligence referred to in paragraph (1) shall be imposed and
     collected by the Financial Supervisory Commission under the conditions as
     determined by the Presidential Decree. < Amended by Act No. 5505, Jan. 13,
     1998; Act No. 5741, Feb. 1, 1999 >

     (3) A person who is dissatisfied with a disposition of a fine for
     negligence pursuant to the provisions of paragraph (2) may raise objections
     to the Financial Supervisory Commission within 30 days from the date on
     which such measures are received. < Amended by Act No. 5505, Jan. 13, 1998;
     Act No. 5741, Feb. 1, 1999 >

     (4) Where a person subject to a disposition of a fine for negligence
     pursuant to the provisions of paragraph (2) raises objections according to
     the provisions of paragraph (3), the Financial Supervisory Commission shall
     forthwith give notice of that fact to the competent court, and the noticed
     court shall commence legal proceedings of a fine for negligence according
     to the Non-Contentious Case Litigation Procedure Act. < Amended by Act No.
     5505, Jan. 13, 1998; Act No. 5741, Feb. 1, 1999 >

     (5) Where no objection pursuant to the provisions of paragraph (3) is
     raised nor payment of a fine for negligence is made, collection of a fine
     for negligence shall be made according to procedures for the recovery of
     national taxes in arrears.


     ADDENDA

ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on January 1, 1998.


ARTICLE 2 (REPEAL OF ENACTMENTS)

     The Credit Card Business Act and the Equipment Rental Business Act are
     hereby repealed.


ARTICLE 3 (EXAMPLES OF APPLICATION)
<PAGE>
     The provisions of Article 68 shall apply beginning with the date on which
     the Association is established according to the provisions of Article 62.


ARTICLE 4 (TRANSITIONAL MEASURES AS TO CREDIT CARD BUSINESS)

     (1) At the time when this Act enters into force, a person with
     authorization for credit card business pursuant to the provisions of
     Article 3 of the Credit Card Business Act and with license, subject to the
     provisions of Article 6 (2) of the said Act, of all the business prescribed
     in subparagraphs 1 through 5 of the said paragraph shall be deemed to have
     been licensed to perform credit card business as a specialized credit
     financial business company.

     (2) At the time this Act enters into force, a person with authorization of
     credit card business pursuant to the provisions of Article 3 of the Credit
     Card Business Act, but without license under the provisions of Article 6
     (2) of the said Act, or with license only for business prescribed in
     subparagraph 1 from among those falling under subparagraphs 1 through 5 of
     the said paragraph shall be deemed to have been licensed to perform credit
     card business as a concurrent loan service provider in combination with
     other business.

     (3) At the time when this Act enters into force, a person with
     authorization of finance business pursuant to the provisions of Article
     17-2 of the Credit Card Business Act shall be deemed to have been
     registered to perform finance business as a financial business company
     specialized in loans.

     (4) At the time when this Act enters into force, a facilities leasing
     service company with authorization of leasing business pursuant to the
     provisions of Article 3 of the Equipment Rental Business Act shall be
     deemed to have been registered to perform leasing business as a specialized
     credit financial business company.

     (5) At the time when this Act enters into force, a person with
     authorization of facilities leasing business pursuant to the provisions of
     Article 3 of the Equipment Rental Business Act, who is not a rental service
     company, shall be deemed to have been registered to perform rental services
     as a concurrent loan service provider.

     (6) At the time this Act enters into force, a person with authorization of
     venture capital business pursuant to the provisions of Article 4 of the
     Financial Assistance to New Technology Businesses Act shall be deemed to
     have been registered to carry out venture capital business and facilities
     leasing business. < Amended by Act No. 5819, Feb. 8, 1999 >

     (7) A person who is deemed to have been licensed or registered according to
     the provisions of paragraphs (1) through (6) shall submit to the Minister
     of Finance and Economy documents prescribed by the provisions of Article 4
     within a month from the
<PAGE>
     date this Act enters into force.

ARTICLE 5

     Deleted. < by Act No. 5741, Feb. 1, 1999 >


ARTICLE 6 (TRANSITIONAL MEASURES AS TO PENALITY AND FINE FOR NEGLIGENCE)

     The previous provisions of the Credit Card Business Act and the Equipment
     Rental Business Act shall apply to a penalty and fine for negligence in
     respect of activities made before this Act enters into force.


ARTICLE 7

     Omitted.


     ADDENDA < Act No. 5505, Jan. 13, 1998 >

     (1) (Enforcement Date) This Act shall enter into force on April 1, 1998.
     (Proviso Omitted.)

     (2) (Transitional Measures relating to Dispositions) At the time of the
     entry into force of this Act, authorization granted or other actions taken
     by administrative agencies, etc. or various reports submitted to or other
     actions taken toward administrative agencies, etc. under the previous
     provisions, shall be deemed to be actions taken by or toward administrative
     agencies, etc. under this Act.

     (3) through (5) Omitted.


     ADDENDUM < Act No. 5741, Feb. 1, 1999 >

This Act shall enter into force on the date of its promulgation.


     ADDENDA < Act No. 5819, Feb. 8, 1999 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on the date of its promulgation.


ARTICLES 2 THROUGH 12
<PAGE>

     Omitted.


     ADDENDA < Act No. 5982, May 24, 1999 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on the date of its promulgation. (Proviso
     Omitted.)


ARTICLES 2 THROUGH 6

     Omitted.

     ADDENDA < Act No. 6316, Dec. 29, 2000 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force three months after the date of its
     promulgation.


ARTICLE 2

     Omitted.


     ADDENDA < Act No. 6430, Mar. 28, 2001 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force three months after the date of its
     promulgation.


ARTICLE 2 (TRANSITIONAL MEASURES ON CHANGES IN QUALIFICATIONS OF OFFICERS)

     In case where incumbent officers of the specialized credit financial
     business company at the time of enforcement of this Act have come to fall
     under the amendments to Article 50-3 due to the causes occurred prior to
     the enforcement of this Act, the previous provisions shall govern,
     notwithstanding the same amendments.


ARTICLE 3 (TRANSITIONAL MEASURES ON ELECTION OF OUTSIDE DIRECTORS)
<PAGE>
     The specialized credit financial business company which is to elect the
     outside directors under the amendments to Article 50-4, shall elect the
     outside directors at the regular shareholders' meeting convened for the
     first time after the enforcement of this Act. In this case, a person who
     has been elected as an outside director at the said regular shareholders'
     meeting shall be deemed to have been recommended under paragraph (2) of the
     same Article by the committee for recommending the candidates for outside
     directors.


ARTICLE 4 (TRANSITIONAL MEASURES ON ESTABLISHMENT OF AUDIT COMMITTEE)

     The specialized credit financial business company which is to establish the
     audit committee under the amendments to Article 50-5, shall make that the
     audit committee under the same amended provisions is to be composed at the
     regular shareholders' meeting convened for the first time after the
     enforcement of this Act.


ARTICLE 5 (TRANSITIONAL MEASURES ON FULL-TIME AUDITOR FOLLOWING ESTABLISHMENT OF
AUDIT COMMITTEE)

     An incumbent full-time auditor of the specialized credit financial business
     company which is to establish the audit committee under the amendments to
     Article 50-5 at the time of enforcement of this Act (where there are more
     than two auditors, referring to the full-time auditor nominated in advance
     by the board of directors of the relevant specialized credit financial
     business company), shall be regarded as the member who is not an outside
     director from among the members of the audit committee of the relevant
     specialized credit financial business company until the expiry of his term
     of office, in case where his term is not expired by the date of
     shareholders' meeting whereat the audit committee shall be established
     under Article 4 of the Addenda and he is not dismissed at the relevant
     shareholders meeting. In this case, the relevant full-time auditor shall be
     considered to have been elected at the shareholders' meeting under Article
     382 (1) of the Commercial Act, until the expiry of his term of office.


ARTICLE 6 (TRANSITIONAL MEASURES ON ELECTION OF COMPLIANCE OFFICER)

     The specialized credit financial business company which is to appoint the
     compliance officer under the amendments to Article 50-6 (2) shall appoint
     the compliance officer at the board of directors convened for the first
     time after the enforcement of this Act.


     ADDENDA < Act No. 6681, Mar. 30, 2002 >

     (1) (Enforcement Date) This Act shall enter into force three months after
     the date of its promulgation.
<PAGE>
     (2) (Transitional Measures on Registration of Credit Card Business) A
     person who falls under previous Article 3 (2) 2 and who has obtained a
     license for credit card business shall be deemed to have made a
     registration of a credit card business under the amended provisions of the
     proviso of paragraph (1) of the same Article.


     ADDENDA < Act No. 6705, Aug. 26, 2002 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force three months after the date of its
     promulgation.


ARTICLES 2 THROUGH 4

     Omitted.

</TEXT>
</DOCUMENT>
