Filed by Automated Filing Services Inc. (604) 609-0244 - K-Tronik International Corp. - Exhibit 4.3





 K-TRONIKS ASIA LTD. 

  C/O K-TRONIK N.A., INC.

  290 Vincent Avenue

  3rd Floor, 

  Hackensack, New Jersey 07601

  Tel: (201) 488-4600 

  Fax: (201) 488-8480 


December 15, 2004 

 FINE TECH CO., LTD. 

  284-18 Eunhaeng-Dong, Shiheung-Si 

  Kyunggi-Do, South Korea 


Attention: Mr. Kyu-Ho Shim , President 

 Dear Mr. Shim:

	Re: 	Sale of all assets of K-Troniks Asia Ltd. ("K-TRONIK") to FineTech
      Co., Ltd. (“FINETECH”) 


This agreement (the "Agreement") sets forth the terms and conditions
  of our agreement whereby FINETECH will acquire K-TRONIK’s right, title
  and interest in and to all fixed assets of K-Troniks Asia Ltd. (the "Assets")
  for a consideration of Two Hundred and Sixty Thousand ($260,000) Dollars
  USD.

 In consideration of payment of the said purchase price and
  for other good and valuable consideration, the parties hereto agree as follows:

	1.	 REPRESENTATIONS AND WARRANTIES 
	 	 
	1.1 	K-TRONIK represents and warrants to FINETECH that: 
	 	 


	 	(a) 	K-TRONIK is a valid and subsisting corporation duly incorporated and in
      good standing under the laws of the Korea; 
	 	 	 
	 	(b) 	this Agreement has been or will be authorized by all necessary corporate
      action on the part of K-TRONIK and its shareholder;
	 	 	 
	 	(c) 	K-TRONIK beneficially owns any and all rights to the Assets, free and
      clear of all liens and encumbrances; 










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	 	(d) 	K-TRONIK has due and sufficient right and authority
        to enter into this Agreement and this Agreement has been or will be authorized
        by all necessary action on its part; 

	 	 	 


	2. 	PURCHASE AND SALE 
	 	 
	2.1	 K-TRONIK hereby agrees to sell to FINETECH and FINETECH
        hereby agrees to purchase from K-TRONIK the beneficial right, title and
        interest in and to the Assets in consideration payment of the purchase
        price of Two Hundred and Sixty Thousand ($260,000) Dollars USD. 

	 	 
	2.2 	K-TRONIK shall direct that the purchase price be
        utilized to reduce the payables of K-TRONIK to FINETECH.

	 	 
	3. 	RIGHTS AND OBLIGATIONS OF THE PARTIES 
	 	 
	3.1 	Upon execution of this Agreement, K-TRONIK shall take all reasonable steps
      to:
	 	 


	 	(a) 	gain, prior to Closing, such approvals to this Agreement
        as may be required from its shareholders and directors and from regulatory
        and statutory authorities having jurisdiction; 

	 	 	 
	 	(b)	 provide to FINETECH, any and all reasonably requested
        agreements, documents, records, data and files (in written or electronic
        form) relating to the Assets which are in the care, control and possession
        of K-TRONIK. 

	 	 	 


	4. 	CONDITIONS OF CLOSING AND FORMAL AGREEMENT 
	 	 
	4.1 	The parties agree that this Agreement incorporates
        all of the essential terms of their agreement and that it shall be binding
        upon them and unless required by the regulatory bodies, no other formal
        agreement evidencing the transaction herein shall be executed and all
        prior understanding and agreements, whether verbal or written, shall be
        superseded by the terms of this Agreement.

	 	 
	4.2	 The Closing of this transaction is conditional upon the following : 
	 	 


	 	(a)	 approval of the Securities and Exchange Commission
        and regulatory bodies having jurisdiction;

	 	(b) 	 approval of the shareholders and directors of FINETECH, and K-TRONIK;
	 	(c) 	 no event of termination hereafter set out has occurred prior to the Closing.
    
	 	 	 


	4.3 	This Agreement shall terminate effective immediately in the event a party
      to this 


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	 	Agreement (a) files a voluntary petition in bankruptcy;
        (b) is adjudged bankrupt; (c) a court assumes jurisdiction of the assets
        of a party under a federal reorganization act; (d) a trustee or receiver
        is appointed by a court for all or a substantial portion of the assets
        of a party; (e) becomes insolvent or suspends its business; (f) makes
        an assignment of its assets for the benefit of its creditors, except as
        required in the ordinary course of business.

	 	 
	5. 	CLOSING 
	 	 
	5.1	 The closing of the purchase of the Assets (the "Closing")
        shall occur on or before December 31, 2004 or within 2 days of the date
        of any required regulatory approval being granted, unless otherwise agreed
        to by K-TRONIK and FINETECH. 

	 	 
	6.	 MISCELLANEOUS
	 	 
	6.1	 Any notice to be required or permitted hereunder
        will be in writing and sent by delivery, facsimile transmission, or prepaid
        registered mail addressed to the party entitled to receive the same, or
        delivered to such party at the address specified above, or to such other
        address as either party may give to the other for that purpose. The date
        of receipt of any notice, demand or other communication hereunder will
        be the date of delivery if delivered, the date of transmission if sent
        by facsimile, or, if given by registered mail as aforesaid, will be the
        date on which the notice, demand or other communication is actually received
        by the addressee.

	 	

	6.2 	This Agreement shall enure to the benefit of and
        be binding upon the parties hereto and their respective heirs, executors,
        successors and permitted assigns.

	 	

	6.3 	Each of the parties hereto agrees that it shall be
        responsible for its own legal expenses and disbursements relating to this
        Agreement and the negotiation and preparation of any further agreements.

	 	

	6.4 	This Agreement shall be interpreted and construed
        in accordance with the laws of the State of New Jersey and the parties
        agree to attorn to the courts thereof. 

	 	

	6.5 	All dollar figures in this Agreement are given in
        valid currency of the United States of America. 

	 	

	6.6 	This Agreement may be executed by facsimile and in
        counterpart. 

	 	

	6.7 	All amendments to this Agreement must be in writing
        and signed by all of the parties hereto. 

	 	

	6.8 	The interests, rights and obligations of the parties
        herein may not be assigned, sold, transferred or otherwise conveyed without
        the express written consent of the parties 



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	 	hereto. 
	 	 
	6.9 	All parties have been advised to seek independent
        legal advice with respect to applicable securities, tax and other laws,
        statutes and regulations and with respect to their review of this Agreement.



If the above terms and conditions accurately record your understanding
  of our agreement, please so acknowledge by signing a copy of this Agreement
  in the space provided below turning the same to us at your earliest convenience.
  Upon your execution thereof, this Agreement will constitute a legal and binding
  agreement subject to its terms.


Yours truly, 


K-TRONIKS ASIA LTD.

 

  Per:________________________

  Authorized Signatory 

  I have the authority to bind the corporation 


FINE TECH CO., LTD.

 

  Per:____________________________ 

  Authorized Signatory 

  I have the authority to bind the corporation

 The terms of the Agreement above are hereby read, understood,
  acknowledged, accepted and consented to (should such consent by required) by
  the undersigned effective the 15th day of December, 2004. 




K-TRONIK N.A., INC. 

 Per: /s/ Robert Kim 

  Robert Kim 

  Authorized Signatory 

  I have the authority to bind the corporation 


K-TRONIK INTERNATIONAL CORP. 

 

  Per: /s/ Robert Kim 

  Robert Kim 

  Authorized Signatory 

  I have the authority to bind the corporation 

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