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                      DATED THE 24TH DAY OF FEBRUARY 1997



                                    BETWEEN



                   AFASIA KNITTING FACTORY (MALAYSIA) SDN BHD
                             (Company No. 16748-H)



                                     -AND-



                          ASE ELECTRONICS (M) SDN BHD
                             (Company No. 212592-H)





                    ***************************************
                          SALE AND PURCHASE AGREEMENT
                    ***************************************
                               MESSRS GHAZI & LIM
                             ADVOCATES & SOLICITORS
                              19TH FLOOR PLAZA MWE
                              NO 8 LEBUH FARQUHAR
                                  10200 PENANG

                           (FILE REP: A66/96/TSS/tph)






<PAGE>


SALE AND PURCHASE AGREEMENT

AN AGREEMENT made this 24th day of February 1997 BETWEEN: -

      1.   PARTIES

      1.1  Afasia Knitting Factory (Malaysia) Sdn Bhd (Company No. 16748-H), a
           company incorporated in Malaysia and having its registered office at
           Suite 123-K, 2nd Floor, Wisma Lister Garden, Macalister Road, 10400
           Penang (hereinafter referred to as "the Vendor").

      1.2  ASE Electronics (M) Sdn Bhd (Company No. 212592-H), a Company
           incorporated in Malaysia and having its registered office at 11th
           Floor, Bangunan FOP, Jalan Anson, 10400 Penang (hereinafter referred
           to as "the Purchaser").

      2.   RECITALS

      2.1  The Vendor is the registered proprietor of all that piece of land
           known as No. P.T. 1707, Mukim 12, Daerah Barat Daya, Pulau Pinang
           comprised in Suratan Hakmilik Sementara No. HS(D) 7817 together with
           any buildings erected thereon (hereinafter referred to as "the said
           Property").

      2.2  The said Property is subject to the following conditions of title and
           restrictions in interest: -


                              SYARAT-SYARAT NYATA

     "Pemilik yang berdaftar selepas Perbadanan Pembangunan Pulau Pinang
     hendaklah: -

          (i)  Dalam tempoh masa 2 tahun dari tarikh pindah milik yang pertama
               didaftarkan atau dalam jangka masa yang ditetapkan yang
               diluluskan oleh Pihak Berkuasa Negeri, mendirikan bangunan
               kilang atau bangunan kilang-kilang di atas tanah yang diberi
               milik itu mengikut pelan yang diluluskan oleh Pihak Berkuasa
               Tempatan dan hendaklah memelihara bangunan atau
               bangunan-bangunan yang telah didirikan itu dengan memuaskan
               Pihak Berkuasa Tempatan.

          (ii) Membersihkan, melupuskan atau menyebabhan berlakunya pembersihan
               dan perlupusan 'efluents' perdagangan dalam bentuk atau cara
               yang memuaskan pihak-pihak berkuasa yang berkenaan.

          (iii)Membayar dan menjelaskan semua cukai, kadar-kadar bayaran hasil
               dan lain-lain bayaran yang dinilaikan pada masa itu terhadap
               tanah yang diberi milik tersebut atau mana-mana bahagian yang
               berkenaan yang dikenakan oleh Majlis Perbandaran Pulau Pinang.

          (iv) Mempastikan bahawa 30% daripada pekerja-pekerja yang diambil
               dalam perniagaan untuk tanah yang diberi milik itu hendaklah
               terdiri dari kaum Bumiputra.

                          SEKATAN-SEKATAN KEPENTINGAN

          (i)  Tanah yang diberimilik ini tidak boleh dipindah milik, cagar,
               pajak atau pajakan kecil tampa kebenaran bertulis daripada Pihak
               Berkuasa Negeri.

          (ii) Tanah yang diberimilik ini tidak boleh dipecah sempadan atau
               dipecah bahagian.


<PAGE>


      2.3  The Land is free from encumbrances.

      2.4  The Vendor has agreed to sell to the Purchaser and the Purchaser has
           agreed to purchase the said Property free from all encumbrances and
           with vacant possession but subject to all implied or express terms
           conditions and restrictions in interest affecting the title subject
           to and on the terms and conditions hereinafter agreed.

      3.   DEFINITIONS

          In this agreement, where the context shall otherwise require, the
          following expressions shall have the following meanings: -

      3.1  "Acquisition Notice": a notice published in the Government Gazette,
           pursuant to Section 4 of the Land Acquisition Act, 1960.

      3.2  "Balance": the sum of Ringgit Malaysia Three Million Fifty Five
           Thousand One Hundred Sixty Three and Cents Nine (RM3,055,163.09)
           only comprising the RPGT Sum and the Final Balance.

      3.3  "Buildings on the Land": all those structures and Buildings erected
           on the Land.

      3.4  "Completion": Payment of the Balance on the Completion Date pursuant
           to Clause 9 herein.

      3.5  "Completion Date": the date of full payment of the Balance which is
           to be within forty five (45) days from the date of receipt by the
           Purchaser's Solicitors of the State Authority Consent as defined
           herein (and not PDC consent or any other consent from any other
           competent authorities to the sale and purchase of the said
           Property).

      3.6  "Declaration": declaration published in the Government Gazette,
           pursuant to Section 8 of the Land Acquisition Act, 1960.

      3.7  "Deposit": the sum of Ringgit Malaysia Three Hundred Thirty Nine
           Thousand Four Hundred Sixty Two and Cents Fifty Seven (RM339,452.57)
           only being 10% of the Purchase Price.

      3.8  "Development": the meaning given by Section 2(1) of the Town and
           Country Planning Act, 1976.

      3.9  "Final Balance": the Balance less the RPGT Sum.

      3.10 "Holiday": any day other than a Working Day.

      3.11 "Land": all that piece of land known as No. P.T. 1707, Mukim 12,
           Daerah Barat Daya, Pulau Pinang comprised in Suratan Hakmilik
           Samentara No. HS(D) 7817.

      3.12 "Permitted Use": industry.

      3.13 "the said Property": all of the Land including the Buildings on the
           Land (if any).

      3.14 "PDC": the Penang Development Corporation.

      3.15 "Purchase Price": the sum of Ringgit Malaysia Three Million Three
           Hundred Ninety Four Thousand Six Hundred Twenty Five and Cents Sixty
           Six (RM3,394,625.66) only, which is derived from the price of
           RM16.70 per square foot of the Land.


<PAGE>


      3.16 "Purchaser's Solicitors": Messrs Ghazi & Lim, 19th Floor, Plaza MWE,
           No. 8, Lebuh Farquhar, 10200 Penang.

      3.17 "RPGT Sum": the sum of Ringgit Malaysia One Hundred Sixty Nine
           Thousand Seven Hundred Thirty One and Cents Twenty Eight
           (RM169,731.28) only to be placed in an interest bearing account by
           the Vendor's Solicitors as stakeholder for payment of any Real
           Property Gains Tax in accordance with the Real Property Gain Tax Act
           1976.

      3.18 "State Authority": person or body exercising powers under statute or
           any other written law within the State of Penang.

      3.19 "State Authority Consent": the approval and written consent from the
           State Authority permitting the sale and transfer of the said
           Property by the Vendor to the Purchaser. If the consent of the State
           Authority shall be conditional, the consent of the State Authority
           shall be deemed not obtained until the fulfilment of all the
           conditions therein contained.

      3.20 "Vendor's Solicitors": Messrs Peter Huang & Richard, 368-3-1,
           Belissa Row, Jalan Burmah, 10350 Penang.

      3.21 "Working Day": any day from Monday to Saturday, except for public
           holidays in the State of Penang.

      4.   INTERPRETATION

      4.1  The expression "Vendor" and "Purchaser" includes their nominees,
           persons deriving title under them respectively, personal
           representatives permitted successors-in-title and assigns of the
           said Vendor and the said Purchaser, as the case may be.

      4.2  Where the Vendor or the Purchaser are two or more persons,
           warranties, representations, agreements, covenants and obligations
           expressed or implied to be made by or with such party are deemed to
           be made by or with such persons, jointly and severally.

      4.3  Words importing one gender include all other genders and words
           importing the singular include the plural and vice versa.

      4.4  The expression "month" means calendar month.

      4.5  The expression "person" or "persons" means natural persons, any body
           of persons, company, corporation, firm or partnership, corporate or
           incorporate.

      4.6  The expression "party" or "parties" means the said Vendor or said
           Purchaser or the said Vendor and said Purchaser respectively.

      4.7  References to "notices" or "notice" means a notice in writing signed
           by or on behalf of the person making or giving the notice.

      4.8  References to "statute" or "statutes" means and includes any Act of
           Parliament, Ordinance, Enactment or any other written law and
           includes any statutory extension or modification, amendment or
           re-enactment of such statute and any regulation, orders or bye-laws
           made under such statute or statutes.

      4.9  Any obligation by a party not to do an act or thing shall be deemed
           to include an obligation to use all reasonable endeavours not to
           permit or suffer such act or thing to be done by another person.


<PAGE>


      5.   NOW IT IS HEREBY AGREED as follows:-

      5.1  AGREEMENT TO SELL AND TO PURCHASE

           The Vendor shall sell and the Purchaser shall purchase the
           said Property free from all encumbrances and with vacant
           possession at the Purchase Price subject to and upon the
           terms and conditions hereinafter appearing.

      5.2  CONDITION PRECEDENT

           The sale and purchase of the said Property under this
           Agreement shall be conditional upon the following conditions
           being fulfilled before the Completion Date: -

           (a)      the Vendor having a good registrable and marketable title
                    to the said Property;

           (b)      the said Property being free from all encumbrances
                    whatsoever as at the Completion Date but subject to all
                    conditions of title and restrictions in interest contained
                    in the document of title;

           (c)      the production and delivery by the Vendor to the Purchaser
                    of the issue document of title pertaining to the said
                    Property at the Completion Date;

           (d)      vacant possession to the said Property being delivered at
                    the Completion Date;

           (e)      the written sanction of the State Authority for the
                    transfer of the said Property by the Vendor to the
                    Purchaser being obtained pursuant to clause 13 of this
                    Agreement; and

           (f)      the rectification and perfection of any defect in the
                    document of title of the said Property which shall be at
                    the expense of the Vendor.

      5.3  The Purchaser shall be entitled, at its own discretion, to waive any
           of the conditions precedents set out in Clause 5.2 above.

      6.   PURCHASER'S OBLIGATIONS

      6.1  The Purchase Price

           The Purchase Price shall be paid by the Purchaser in the following
           manner: -

           6.1:1 upon the execution of this Agreement the Purchaser shall pay
                 the Deposit to the Vendor (the receipt whereof the Vendor
                 hereby acknowledges).

           6.1:2 on or before the Completion Date the Purchaser shall pay the
                 Balance in the following manner: -

                 6.1:2.1 the RPGT Sum, to the Vendor's Solicitors, as
                         stakeholders in accordance with Clause 8; and

                 6.1:2.2 the Final Balance, to the Purchaser's Solicitors as
                         stakeholders pursuant to clause 9.2:2.

      6.2  Loan


<PAGE>


           6.2:1 Notwithstanding clause 9.2 in the event that the Purchaser
                 intends to obtain a loan from a bank or financial institution
                 (such bank or financial institution to be hereinafter referred
                 to as "the Financier") to finance the purchase of the said
                 Property (hereinafter referred to as "the Loan"), then subject
                 to the Purchaser having fully paid to the Vendor or the
                 Vendor's Solicitors, the sum representing the difference
                 between the Balance and the amount of the Loan granted by the
                 Financier on the Balance, if any; the Vendor shall, upon
                 request by the Purchaser or the Purchaser's Solicitors,
                 deliver or cause to be delivered to the Purchaser's Solicitors
                 the following documents:-

                 (a)     the issue document of title to the said Property;

                 (b)     all other necessary documents to effect the
                         registration of the Memorandum of Transfer in favour
                         of the Purchaser or its nominee(s) or assignee(s) in
                         respect of the said Property free from encumbrances
                         (including any Withdrawal of Private Caveat and the
                         letter acknowledging receipt by the Director- General
                         of Inland Revenue of the submission of Form CKHT 1 by
                         the Vendor in respect of the sale of the said
                         Property).

                 The Purchaser's Solicitors are hereby authorised to present
                 the Memorandum of Transfer together with the aforesaid
                 documents to effect such registration of the Memorandum of
                 Transfer. After fourteen (14) days from the presentation of
                 the Memorandum of Transfer for registration and subject to the
                 Vendor furnishing a written undertaking in favour of the
                 Financier to refund the Loan in the event the Memorandum of
                 Transfer or the Charge of the said Property in favour of the
                 Financier cannot be registered, the Purchaser shall cause the
                 solicitors acting for the Financier to remit to the Vendor or
                 the Vendor's Solicitors, the amount of the Loan being the
                 remainder of the Purchase Price.

           6.2:2 If the said Property is subject to a Charge, the Purchaser
                 shall cause the Financier to release such portion of the Loan
                 (the Redemption Sum) as may be necessary to secure the
                 discharge of charge and the Vendor shall deliver or cause to
                 be delivered to the Purchaser the issue document of title and
                 all other documents as may be necessary to effect the
                 registration of the Memorandum of Transfer in favour of the
                 said Purchaser or its nominees/assignees. After fourteen (14)
                 days from the presentation of the Memorandum of Transfer for
                 registration and subject to the Vendor and the earlier chargee
                 furnishing a written undertaking in favour of the Financier to
                 refund the Loan in the event the Memorandum of Transfer or the
                 Charge of the said Property in favour of the Financier cannot
                 be registered, the Purchaser shall cause the balance amount of
                 the Loan being the remainder of the Purchase Price to be
                 remitted to the Vendor or the Vendor's Solicitors.

      6.3  Outgoings

                 The Purchaser shall be liable to pay any and all such
                 increases in outgoings or impositions including quit rent,
                 rates and assessments payable in respect of the said Property
                 from the Completion Date.

      7.   THE VENDOR'S OBLIGATIONS


<PAGE>


      7.1  Delivery of Documents

           7.1:1 The Vendor shall, upon execution hereof, deliver to the
                 Purchaser's Solicitors the following documents:-

                 (a) certified true copy of the Issue Document of Title to the
                     said Property, the quit rent and assessment receipt of the
                     said Property for the current year;

                 (b) a valid and registrable Memorandum of Transfer of the said
                     Property duly executed by the Vendor in favour of the
                     Purchaser or its nominee(s) or assignee(s);

                 (c) six (6) duly executed Stamp Duty Information Forms (Form
                     PDS-15) in respect of the said Property;

                 (d) certified true copies of the Memorandum and Articles of
                     Association of the Vendor and the Vendor's Form 24, 44 and
                     49 and Annual Return;

                 (e) two (2) certified true copies of th resolutions of the
                     Directors and shareholders of the Vendor at a Director's
                     meeting and at a general meeting which are in full force
                     and effect authorising the sale of the said Property by
                     the Vendor to the Purchaser on the terms and conditions of
                     this Agreement.

           PROVIDED ALWAYS THAT the Purchaser's Solicitors shall not part deal
           or transact with the Memorandum of Transfer in any manner whatsoever
           or present the same for registration save for submitting the same
           for stamp duty adjudication and stamping and/or to obtain release of
           the Loan.

      7.2  The Vendor warrants and undertakes as follows: -

                 (a) that it has not done and shall not do in or near the said
                     Property any act or thing by reason of which the Purchaser
                     may under any statute incur have imposed upon it or become
                     liable to pay any penalty damages compensation costs
                     charges or expenses;

                 (b) that all rates, taxes, assessments, duties, charges,
                     impositions and other outgoings charged, assessed or
                     imposed on the said Property or upon the owner or occupier
                     of the said Property have been paid up to date;

                 (c) that there are no outstanding professional or consultancy
                     fees, charges, disbursements and costs whatsoever due to
                     consultants in respect of the said Property and jointly
                     and severally undertake to indemnify the Purchaser against
                     all claims, damages, losses, actions, demands and
                     proceedings whatsoever in respect of the same;

                 (d) before Completion Date, the Vendor shall discharge all
                     consultants (if any) employed by it in respect of the said
                     Property and shall procure letters of release from the
                     said consultants;


<PAGE>


                 (e) that the Vendor has not made any planning permission
                     application and/or submitted any building plans in respect
                     of the development of the said property;

                 (f) that the said Property may be lawfully used under the Town
                     and Country Planning Act 1976 and is not within any
                     conservation area nor subject to any conservation
                     guidelines issued by a competent authority exercising
                     powers under statute or any other written law;

                 (g) that as at the date of this Agreement until payment of the
                     Balance Purchase Price there does not exist any party with
                     any interest in the said Property save for the Vendor;

                 (h) during the continuance of this Agreement and before the
                     completion of the sale and purchase herein, the Vendor
                     shall not sell transfer assign dispose of or otherwise
                     deal with the said Property or create any charge or
                     encumbrance or let or lease the said Property or otherwise
                     part with possession of the said Property or any part
                     thereof;

                 (i) that the State Authority has sanctioned the said Property
                     for the Permitted User;

                 (j) that the Vendor is not in breach of any of the terms of
                     the Sale and Purchase Agreement dated 17th July 1991
                     between the Penang Development Corporation ("PDC") and the
                     Vendor in respect of the said Property and the Vendor has
                     not received any notices from PDC or any other authorities
                     in respect of any breach of the said Sale and Purchase
                     Agreement or otherwise.

      8.   REAL PROPERTY GAINS TAX

      8.1  The parties hereto shall duly submit to the Director General of
           Inland Revenue, West Malaysia, the notification forms prescribed
           under Real Property Gains Tax Act 1976 within the prescribed time in
           respect of the sale and purchase of the said Property and furnish
           all such information, particulars and documents as may be required
           by the Director General in connection therewith. The Vendor shall
           forward a copy of acknowledgment of such submission to the
           Purchaser's Solicitors forthwith upon receipt.

      8.2  The Vendor's Solicitors are hereby authorised to pay the whole or
           part of the RPGT Sum to the Director - General of Inland Revenue
           towards payment of any tax payable by the Vendor under the Real
           Property Gains Tax Act 1976 in respect of the sale of the Property
           by the Vendor to the Purchaser hereunder.

      8.3  After the Certificate of Clearance issued by the Director - General
           of Inland Revenue in respect of the sale of the said Property by the
           Vendor to the Purchaser shall have been received by the Vendor's
           Solicitors, the RPGT Sum or such part thereof (if any) as shall
           remain after deduction of any payment made to the said Director -
           General pursuant to clause 8.2 shall be released and paid over by
           the Vendor's Solicitors to the Vendor.

      8.4  The Vendor shall indemnify and keep the Purchaser indemnified
           against all and any claims that may be made in respect of the Real
           Property Gain Tax Act 1976 concerning the sale of the said Property
           from the Vendor to the Purchaser. In the event the Vendor fails or
           delays in submitting the Form CKHT 1 in respect of the Real Property
           Gains Tax Act 1976 resulting in a penalty being imposed on the late
           stamping of the Memorandum of Transfer, the Vendor shall be liable
           for any penalty incurred.


<PAGE>


      9.   COMPLETION

      9.1  It is hereby agreed that the Completion Date shall be the date of
           full payment of the Balance which is to be within forty five (45)
           days from the date of receipt by the Purchaser's Solicitors of the
           State Authority Consent.

      9.2  Completion shall take place at the office of the Purchaser on the
           Completion Date, where and when the following shall be delivered and
           accomplished: -

           9.2:1 the Vendor shall cause to be delivered to the Purchaser's
                 Solicitors the issue document of title to the said Property as
                 well as all other documents necessary to enable the Purchaser
                 to register the transfer of the said Property (including any
                 withdrawal of Private Caveat and the letter acknowledging
                 receipt by the Director - General of Inland Revenue of the
                 submission of Form CKHT 1 by the Vendor in respect of the sale
                 of the said Property);

           9.2:2 the Purchaser shall pay the Final Balance to the Purchaser's
                 Solicitors as stakeholders to be released to the Vendor after
                 seven (7) days of obtaining the documents referred to in
                 clause 9.2:1;

           9.2:3 the Purchaser shall pay the RPGT Sum to the Vendor's
                 Solicitors as stakeholders in accordance with clause 8.

     10.   POSSESSION

           Vacant possession of the said Property shall be delivered to the
           Purchaser on the Completion Date.

     11.   RIGHTS OF RESCISSION AND TERMINATION

     11.1  The Vendor may by service of a notice on the Purchaser rescind this
           Agreement if the Purchaser fails to pay the Balance in the manner
           and within the time stipulated in this Agreement.

     11.2  At any time before the registration of the Purchaser as the
           registered proprietor of the said Property and without prejudice to
           any other rights and remedies of the Purchaser, the Purchaser may by
           service of a notice on the Vendor rescind this Agreement in the
           event: -

           (a)   a statutory provision prohibits, restricts or imposes adverse
                 conditions upon the use of the said Property;

           (b)   if all or any of the searches and supplementary enquiries
                 submitted to the Majlis Perbandaran and/or the Land
                 Office/Registry reveal matters adverse to the said Property,
                 then in such an event, the Purchaser shall serve a notice
                 stating matters adverse to the said Property;

           (c)   the Vendor enters into any composition or arrangement with its
                 creditors or enter into liquidation whether compulsory or
                 voluntary or if any distress or execution be levied upon the
                 Vendor or the Vendor's goods or in the event a petition for
                 winding-up is presented or a winding-up order is made against
                 the Vendor;

           (d)   the Vendor breaches any provisions under this Agreement and/or
                 if the recitals to this Agreement are untrue or incorrect;


<PAGE>


           (e)   pursuant to clause 13.4 herein, the State Authority Approval
                 is not obtained or fulfilled or considered not to have been
                 obtained or fulfilled within six (6) months from the date of
                 this Agreement;

         whereupon service of such notice by the Vendor/Purchaser (as the case
         may be), this Agreement shall be determined, terminated or rescinded
         and the provisions of clause 12 shall apply.

      12.  RESCISSION AND TERMINATION CONSEQUENCES

      12.1 In the event this Agreement is terminated: -

           (a)   pursuant to clause 11.1, the Vendor shall be entitled to
                 rescind or terminate this Agreement and the Deposit shall be
                 forfeited absolutely;

           (b)   pursuant to clause 11.2:

                 (aa) the Purchaser shall be entitled to rescind or terminate
                      this Agreement and to a refund of any part of the Purchase
                      Price paid to the Vendor;

                 (bb) the Vendor shall within seven (7) working days of such
                      rescission or termination taking effect refund the
                      Purchaser (and the Financier, and the case may be) any
                      part of the Purchase Price paid to the Vendor, otherwise
                      the Vendor shall pay interest to the Purchaser at the rate
                      of ten per centum (10%) per annum on the said sum from the
                      said seventh day until the date of actual payment.

      12.2 Subject to clause 12.1(b)(bb) being complied with by the Vendor and
           further to clause 12.1, the Purchaser or the Purchaser's Solicitors
           shall return to the Vendor the Memorandum of Transfer and the issue
           documents of title to the said Property and any other documents
           forwarded to the Purchaser/Purchaser's Solicitors as requested back
           by the Vendor.

      12.3 Subject to clause 12.1 and 12.2, this Agreement is cancelled and
           shall be of no further effect, and neither party shall have any
           claim against the other whether arising out of this Agreement or
           otherwise.

      13.  APPROVAL OF STATE AUTHORITY

      13.1 The Purchaser shall apply for the approval of the State Authority
           for the sale and purchase herein (hereinafter referred to as "the
           State Authority Application") and the Purchaser shall use its best
           endeavour to obtain the aforesaid approval from the State Authority.

      13.2 The Vendor shall at the request of the Purchaser within five (5)
           days supply to the Purchaser all documents and information that may
           be required for the State Authority Application.

      13.3 It is hereby agreed between the parties that if the State Authority
           Application is approved subject to any conditions, modifications
           and/or variations of any nature whatsoever (hereinafter referred to
           as "the Approval Conditions") which may be materially adversed to
           the Purchaser, the Purchaser shall within fourteen (14) days of
           being notified of the Approval Conditions give written notice to the
           Vendor of its objections to the same. The Purchaser shall be
           entitled to appeal to the State Authority within twenty-one (21)
           days of being notified of the Approval Conditions. In the event that
           the appeal to the State Authority is rejected or should the
           application be re-approved with amended conditions (hereinafter
           referred to as "the


<PAGE>


           Amended Conditions") which are not acceptable to the Purchaser, the
           Purchaser shall within fourteen (14) days of being notified of the
           Amended Conditions give written notice to the Vendor of its
           objections to the same, then the Purchaser shall be entitled to
           rescind or terminate this Agreement and to a refund of the Deposit
           less half of all fees and expenses paid to the PDC and the State
           Authority relating to the State Authority Application. The Vendor
           shall accordingly furnish to the Purchaser, satisfactory receipts
           and documentation for the said fees and expenses.

      13.4 In the event that the State Authority Approval is not obtained or
           fulfilled or considered not to have been obtained or fulfilled,
           other than in accordance with clause 13.3, then this Agreement shall
           be rendered null and void and neither party herein shall
           thereinafter have any further claims or rights hereinunder and the
           provisions of clause 11.2(e) and 12 herein shall apply.

      14.  APPORTIONMENT OF OUTGOINGS

         All quit rent and rates and assessments and other outgoings (if any)
         in respect of the said Property shall be apportioned between the
         parties hereto from the Completion Date and any sum or sums due by
         virtue of such apportionment shall be paid or allowed as the case may
         be PROVIDED ALWAYS that the Vendor shall indemnify the Purchaser in
         respect of any loss or penalty imposed by reason of any late or non
         payment of such outgoings for any period prior to the Completion Date.

     15.   NOTICES

         Notices to the Vendor and the Purchaser as the case may be shall
         (without prejudice to any other means of service) be deemed served on
         the Vendor or the Purchaser, if delivered or sent by hand or prepaid
         A.R. Registered Post to the address stated to be the Vendor's or the
         Purchaser's in Clause 1. Notices by facsimile transmission shall be
         deemed served upon receipt of acknowledgment by the recipient.

     16.   WAIVER

     16.1  No right under this Agreement shall be deemed waived, unless made or
           confirmed in writing and signed by or on behalf of the party waiving
           such right.

     16.2  A waiver by a party shall be without prejudice to its rights or
           remedies in respect of any other breach of this Agreement by either
           of the parties.

     16.3  Any failure by a party to enforce any of the provisions of this
           Agreement or any forbearance, delay or indulgence granted by that
           party to the other party shall not be construed as a waiver of that
           party's rights under this Agreement.

     17.   SEVERANCE

         If any provision of this Agreement is declared by any judicial or
         other competent authority to be void voidable illegal or otherwise
         unenforceable, the remaining provisions of this Agreement shall remain
         in full force and effect.

      18.  FORCE MAJEURE

         In the event of national emergency war prohibitive governmental
         regulation or if any other cause beyond the reasonable control of the
         parties hereto or either of them renders the performance of this
         Agreement impossible the Purchaser shall be entitled at any time
         before the Completion Date to terminate this Agreement by giving
         notice in writing to the Vendor and upon the service of such notice on
         the Vendor this Agreement shall be terminated and the Deposit shall
         forthwith and in any


<PAGE>


         case within seven (7) days after the service of such notice be
         refunded to the Purchaser but without any interest costs or
         compensation unless the Vendor shall fail to refund the Deposit within
         the said period of seven (7) days in which event the Deposit shall be
         refunded with interest thereon at the rate of ten (10) per centum per
         annum calculated from the date of the service of such notice up to the
         date of actual repayment and the Memorandum of Transfer shall be
         cancelled and declared null and void and save for the refund the
         Deposit and interest (if any) and the cancellation of the Memorandum
         of Transfer neither of the parties hereto shall have any claim against
         the other under or in respect of this Agreement or otherwise howsoever
         (save the removal or withdrawal of any Private Caveat lodged by the
         Purchaser).

      19.  COSTS AND STAMP DUTIES

         Each party shall pay its own solicitors' and disbursements fees of and
         incidental to the negotiation, preparation and completion of this
         Agreement. The Purchaser shall pay the stamp duty adjudication fees
         (where applicable) on the original and three (3) counterparts and
         registration fees with respect to this Agreement and the transfer of
         the said Property to the Purchaser. The Vendor agrees to pay the State
         Authority Consent fees, any charges/fees/levy and all other forms of
         payment imposed by PDC or any other competent authorities pertaining
         to the sale and purchase of the said Property herein, as well as any
         additional stamp duty and/or penalty that may be imposed by the
         Collector of Stamp Duty or such other competent authority in respect
         of this Agreement and/or the Memorandum of Transfer if such
         duty/penalty is payable due to the Vendor's default.

      20.  PRIVATE CAVEAT

         Upon the execution of this Agreement, the Purchaser shall be entitled
         to file a private caveat against the said Property PROVIDED THAT the
         Purchaser shall at the same time execute in escrow the Notice of
         Withdrawal of Private Caveat in the form prescribed by the National
         Land Code 1965 which Notice shall be deposited with the Purchaser's
         Solicitors for safekeeping. In the event this Agreement is terminated
         for any reasons whatsoever the Purchaser's Solicitors are hereby
         authorised to forthwith present such Notice at the relevant Land
         Registry/Office to effect the Withdrawal of the Private Caveat.

      21.  GOVERNMENT ACQUISITION

     21.1  The Vendor hereby warrants and undertakes to the Purchaser that as
           at the date of execution of this Agreement the Vendor has no
           knowledge nor any reason to believe that the said Property or any
           part thereof has been acquired or is subject to acquisition or
           intended acquisition by any governmental statutory urban municipal
           or other authority or that any advertisement in the Government
           Gazette of such intention has been published pursuant to either
           Section 4 or Section 8 of the Land Acquisition Act, 1960.

     21.2  In the event that the said Property or any part thereof shall be
           subject to acquisition under Sections 4 or 8 of the Land Acquisition
           Act, 1960 or other legislation in Malaysia, before the presentation
           of the Memorandum of Transfer to the relevant authority for
           registration, the Vendor shall immediately give notice thereof to
           the Purchaser of the Vendor's receipt thereof.

     21.3  The Purchaser shall within seven (7) days after the receipt of the
           notice from the Vendor, but in any event before the presentation of
           the Memorandum of Transfer to the relevant authority for
           registration, notify the Vendor in writing of the Purchaser's
           decision whether to determine this Agreement, or to proceed with the
           purchase herein subject to a mutually agreed adjustment in the
           Purchase Price.

     21.4  If the Purchaser decides to proceed with the purchase, the Vendor
           shall give notice to the acquiring authority of the Purchaser's
           interest in the said Property and the Purchaser shall be


<PAGE>


           entitled to all compensation payable in respect of such acquisition
           and PROVIDED ALWAYS THAT the Purchaser shall have paid the adjusted
           Purchase Price to the Vendor. The Purchaser shall be entitled to
           appear and to attend to enquiries or hearings or appeals or
           negotiations or in making claims in respect of the said compensation
           either in the name of the Vendor or the Purchaser or to join in with
           the Vendor and all compensation monies received by the Vendor shall
           be held in trust for the Purchaser and shall be paid over to the
           Purchaser forthwith upon demand being made by the Purchaser.

     21.5  If the Purchaser decides not to proceed with the purchase the Vendor
           shall refund the Deposit and all monies paid to account of the
           Purchase Price within seven (7) days without interests, costs,
           damages or whatsoever compensation otherwise the Vendor shall pay
           interest to the Purchaser at the rate of ten per centum (10%) per
           annum on the said sum from the eighth (8th) day until the date
           actual payment.

      22.  DEVELOPMENT AREA

         If the said Property or any part or parts thereof shall be within an
         area declared (whether before, on or after the date of this Agreement)
         by the proper local planning authority to be a development area
         pursuant to Section 38 of the Town and Country Planning Act, 1976 the
         Purchaser may by notice in writing served on the Vendor or the
         Vendor's Solicitors at any time prior to the payment of the Balance
         rescind the sale and purchase of the said Property and upon the
         service of such notice the contract for the sale and purchase of the
         said Property hereby made shall be rescinded accordingly and the
         Deposit shall forthwith and in any case within seven (7) days after
         the service of such notice be refunded to the Purchaser but without
         any interest costs or compensation unless the Vendor shall fail to
         refund the Deposit within the said period of seven (7) days in which
         event the Deposit shall be refunded with interest thereon at the rate
         of ten (10) per centum per annum calculated from the date of the
         service of such notice up to the date of actual repayment and the
         Memorandum of Transfer shall be cancelled and declared null and void
         and the Private Caveat (if any) lodged by the Purchaser shall
         forthwith be withdrawn by the Purchaser at its own cost and expense
         whereupon this Agreement shall become null and void and save for the
         refund of the Deposit and interest (if any) and the cancellation of
         the Memorandum of Transfer neither of the parties hereto shall have
         any claim against the other under or in respect of this Agreement or
         otherwise howsoever.

      23.  TRANSFER REJECTED FROM REGISTRATION

         Further to clauses 6.2 and 9.2, in the event that the adjudicated and
         stamped Memorandum of Transfer of the said Property together with the
         issue documents of title of the said Property shall be rejected from
         registration by the registering authority for reasons not attributable
         to the Purchaser or due to any defect in the title the Vendor shall
         within seven (7) days of such rejection refund to the Purchaser and
         the Financier accordingly all sums of money paid over an account of
         the Purchase Price ("the Sums Paid Over") (including the RPGT Sum if
         the same shall have been paid to the Director - General of Inland
         Revenue). If the Sums Paid Over is not refunded within the said seven
         (7) days, the Vendor shall pay interest to the Purchaser at the rate
         of ten per centum (10%) per annum on the Sums Paid Over from the
         eighth (8th) day until the date of actual payment. Upon receipt of the
         Sums Paid Over, by the Purchaser and the Financier the Purchaser shall
         withdraw the private caveat lodged by the Purchaser (if any) and
         forward to the Vendor's Solicitors the issue document of title to the
         said Property after its return by the relevant land office registry,
         and thereupon this Agreement shall terminate and become null and void.

      24.  MISCELLANEOUS

     24.1  Time

          Time shall be of the essence in this Agreement.


<PAGE>


     24.2  Supersedes Prior Agreements

               This Agreement supersedes any prior agreements between the
               parties, whether written or oral, and any such prior agreements
               are cancelled as at the date of this Agreement but without
               prejudice to any rights which have already accrued to either of
               the parties.

     24.3  Change of Address

               Each party shall serve notice on the other of the change or
               acquisition of any address and of any telephone, telex,
               facsimile, electronic mail or similar number at the earliest
               possible opportunity but in any event within forty eight (48)
               hours of such change or acquisition.

     24.4  Rights Cumulative

               All rights granted to either of the parties shall be cumulative
               and no exercise by either of the parties of any right under this
               Agreement shall restrict or prejudice the exercise of any other
               right granted by this Agreement or otherwise available to it.

     24.5  Headings

               The headings used in this Agreement are for convenience only and
               shall not affect the construction of this Agreement.

     24.6  Binding Effect of Agreement

               This Agreement shall be binding upon the parties hereto, their
               respective heirs personal representatives successors in title
               liquidators and assigns.

     24.7  Specific Performance

               The parties hereto shall be entitled to specific performance of
               this Agreement Provided that they have respectively complied
               with all the terms and conditions and obligations herein
               contained.

     24.8  Schedules

               The Schedules referred to in this Agreement shall form part of
               this Agreement.

     24.9  Written Communications

               The Vendor shall within two (2) working days of the receipt of a
               written communication relating to the said Property from a
               competent authority exercising powers under statute or any other
               written law, or before registration of the Memorandum of
               Transfer in favor of the Purchaser or its nominee(s)/assignee(s)
               in respect of the said Property (whichever is the earlier)
               deliver to the Purchaser a photocopy of such communication.

    24.10  License To Enter The Said Property

               As from the date of this Agreement, the Vendor shall permit the
               Purchaser or its contractors surveyors architects workmen or
               agents to enter upon the said Property to carry out survey, take
               measurements, plant pegs and boundary stones and such other work
               as the Purchaser shall consider to be necessary for or in
               connection with the


<PAGE>


               Purchaser's proposed development of the said Property PROVIDED
               THAT the Purchaser shall indemnify and keep the Vendor fully
               indemnified against all actions and proceedings for personal
               injury, death or damages to property arising from the negligence
               of the Purchaser or its contractors, surveyors, architects,
               workmen, agents or duly authorised representatives.

    24.11  Execution of Plans

               The Vendor shall within fourteen (14) days of the request of the
               Purchaser, execute all such plans and documents as may be
               reasonable and necessary to enable the Purchaser to apply for
               planning permission and building plans in respect of the
               development of the said Property Provided that all costs fees
               disbursements premiums and expenses whatsoever in connection
               with the application for the planning permission and the
               building plans shall be borne fully by the Purchaser and the
               Purchaser hereby undertakes to compensate and indemnify and keep
               the Vendor fully indemnified against all claims, demands,
               actions, proceedings, penalties, increased rates and
               assessments, premiums, losses and damages whatsoever arising out
               of the execution of the plans and documents by the Vendor.

    24.12  Assignment

               This Agreement and all rights in it may be assigned or
               transferred by the Purchaser and the Purchaser or its assignee
               or transferee or nominee shall be entitled to specific
               performance of this Agreement.

    24.13  Working Day

               Where the last day for doing any act or thing or taking any step
               would but for this provision be a Sunday or a Holiday, such last
               day shall instead be the next following working day.

    24.14  Misdescription of Property

                 (a) The parties hereto mutually agree that the said
                     Property comprise of an area of 4.66646 acres and if upon
                     survey whether before or after Completion, the said area
                     shall be different from the agreed area herein, the
                     Purchase Price shall be recalculated and readjusted as
                     follows: -

                     (no. of acres X 43560 X RM16.70)

                 (b) Any payments/refunds due from the calculations in clause
                     24.14(a) above shall be settled on the Completion Date or
                     within fourteen (14) days from the date of written notice
                     (whichever is later).


<PAGE>


IN WITNESS whereof the parties have on the date above referred to affixed their
respective Common Seals


The Common Seal of the Vendor is                     )
herein affixed in the presence                       )
of: -                                                )



 /s/ Chang Chuen Kwan            /s/ Chow Ching Hua
----------------------          ---------------------
         Director                           Secretary
         Chang Chuen Kwan                   Chow Ching Hua (LS 003227)


The Common Seal of the Purchaser                     )
is herein affixed in the                             )
presence of: -                                       )


/s/ Walter Davis Delauder       /s/ Hsiang De-Way
-------------------------       --------------------
         Director                            Director/Secretary
         Walter Davis Delauder               Hsiang De-Way

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