Exhibit 10.1

                                                                  EXECUTION COPY

                              RESCISSION AGREEMENT

         RECISSION  AGREEMENT,  dated April 13, 2006, among ACL  SEMICONDUCTORS,
INC., a Delaware  corporation with executive  offices located at B24-B27,  1/F.,
Block B, Proficient Industrial Centre, 6 Wang Kwun Road, Kowloon, Hong Kong (the
"PURCHASER");  CLASSIC  ELECTRONICS LTD., a Hong Kong corporation with executive
offices located at B6-B8,  1/F., Block B, Proficient  Industrial  Centre, 6 Wang
Kwun Road, Kowloon, Hong Kong ("CLASSIC"),  and the HOLDERS OF THE CAPITAL STOCK
OF CLASSIC IDENTIFIED IN SCHEDULE A HERETO (the "SELLERS").


                                  INTRODUCTION

         WHEREAS,  the Purchaser,  Classic and the Sellers  entered into a Stock
Purchase  Agreement  dated as of December  30, 2005 (the  "ORIGINAL  AGREEMENT")
pursuant to which the Purchaser  agreed to acquire from the Sellers,  all of the
outstanding shares of capital stock of Classic (the "CLASSIC CAPITAL STOCK"), in
exchange for the cancellation of an aggregate of  approximately  $4.0 million of
indebtedness owed by the Sellers to Classic as of the date hereof  (representing
all of the debt owing by the Sellers to Classic)  (the  "SELLERS'  DEBT"),  plus
$1.0 million  previously  paid by Purchaser to Classic on December 29, 2003 as a
non-refundable  deposit  towards the  consummation  of the sale of Classic  (the
"CASH   CONSIDERATION")  to  the  Purchaser  through  cancellation  of  accounts
receivable then payable by Classic to Purchaser;

         WHEREAS,  the Sellers and  Classic  have been unable to timely  produce
certain information required by the Purchaser;

         NOW THEREFORE,  the  Purchaser,  Classic and the Sellers have agreed to
rescind the  Original  Agreement  and to release  one  another  from any and all
claims they may have against each other arising out of the Original Agreement.

         The parties  hereto,  intending  to be legally  bound,  hereby agree as
follows:

         1. RESCISSION OF ORIGINAL AGREEMENT. Each of the Purchaser, the Sellers
and Classic  hereby  agree to rescind the  Original  Agreement  effective  as of
December 30, 2005 and to  immediately  return all  consideration  and deliveries
made  pursuant  to the  Original  Agreement  to  restore  the  parties  to their
respective positions prior to the consummation of Original Agreement, including,
without  limitation,  the  return by the  Sellers to the  Purchaser  of the Cash
Consideration,  the  reinstatement  of the Sellers'  Debt, the redelivery to the
Sellers  of the  Classic  Capital  Stock  delivered  pursuant  to  the  Original
Agreement to the Sellers in accordance with Schedule A hereto (collectively, the
"RESCISSION").

         2. MUTUAL RELEASES. The Sellers,  Classic and the Purchaser each hereby
releases  and  discharges  the other  parties  and their  respective  employees,
officers,  directors,  shareholders  and  affiliates  hereto  from  any  and all
liability  relating  to or  arising  out  of  the  Original  Agreement  and  the
rescission thereof effected by this Agreement;  provided,  however, such release
shall not apply to the  obligations  of the  parties  set forth in Section  1.01
above and elsewhere in this Agreement.

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         3.  REPRESENTATIONS  OF THE PARTIES.  Each of the Parties hereto hereby
represents and warrants:

         (i) that such party is duly authorized to enter into and perform his or
its obligations under this Agreement; and

         (ii) that the  Rescission  is deemed to be in the best interest of such
party and shall not conflict with or violate any agreement, law or regulation to
which such party is subject.

         4.  FURTHER  ACTIONS.  Each of the Sellers,  Classic and the  Purchaser
agree  to use  their  respective  best  efforts  to  perform  their  obligations
hereunder  as soon as  practicable  and to cooperate  with the other  parties in
their  respective  performances.  At any time and from time to time,  each party
agrees,  at its or his expense,  to take such actions and to execute and deliver
such documents as may be reasonably necessary to effectuate the purposes of this
Agreement.

         5. MODIFICATION.  This Agreement sets forth the entire understanding of
the parties with respect to the subject  matter  hereof,  supersede all existing
agreements  among them concerning such subject matter,  and may be modified only
by a written  instrument  duly  executed by each party with the  approval of the
Board of Directors or by an officer of each corporate party.

         6.  COUNTERPARTS;  GOVERNING LAW. This Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which  together  shall  constitute  one and the  same  instrument.  It  shall be
governed by and construed in accordance  with the laws of the State of New York,
without  giving effect to principles of conflict of laws.  Any action,  suit, or
proceeding arising out of, based on, or in connection with this Agreement or the
transactions  contemplated  hereby may be brought in the United States  District
Court or the courts of the State of New York,  in each case  located in the City
of New York, New York, and each party covenants and agrees not to assert, by way
of motion, as a defense, or otherwise,  in any such action, suit, or proceeding,
any claim that it or he is not subject  personally to the  jurisdiction  of such
court,  that  its or his  property  is  exempt  or  immune  from  attachment  or
execution,  that the action,  suit, or proceeding is brought in an  inconvenient
forum,  that the venue of the action,  suit, or proceeding is improper,  or that
this  Agreement or the subject  matter  hereof may not be enforced in or by such
court.



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<PAGE>



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.

                                             ACL SEMICONDUCTORS, INC.


                                             BY: /s/ CHUNG-LUN YANG
                                                ---------------------
                                                NAME:  CHUNG-LUN YANG
                                                TITLE: CEO


                                             CLASSIC ELECTRONICS, LTD.


                                             BY: /S/ BEN WONG
                                                ---------------------
                                                NAME:  BEN WONG
                                                TITLE: DIRECTOR


                                                /s/ BEN WONG
                                                ---------------------
                                                NAME:  BEN WONG


                                                /s/ FONG WUN KIN
                                                ---------------------
                                                NAME:  FONG WUN KIN


<PAGE>


SCHEDULE A


SELLERS:


MR. BEN WONG, a Hong Kong resident and whose residential  address is situated at
6D Wah Yan Court, Wah Yuen Chuen, Kwai Chung, NT, Hong Kong; and


SHARES OWNED BY MR. WONG                             2,999,999 SHARES


MR. FONG WUN KIN, a Hong Kong resident and whose residential address is situated
at Rm 1822, Heng Fung House, Heng On Estate, Ma On Shan, NT, Hong Kong


SHARES OWNED BY MR. FONG WUN KIN:                       1 SHARE