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                                                                  EXHIBIT 2.1

                           CREDIT COMMERCIAL DE FRANCE








August 15, 1997


Nam Tai Electronic & Electrical Products Ltd.
Unit 9, 15/F., Tower 1,
China Hong Kong City,
33 Canton Road,
TST, Kowloon
Hong Kong

Attn:   Mr. Tadao Murakami, Vice Chairman and Chief Executive Officer
        -------------------------------------------------------------


Dear Sirs,

We are pleased to confirm that Credit Commercial de France, Hong Kong Branch
(the "Bank") is prepared to renew the existing revolving short term credit
facility repayable on demand for amount of US$2 million to Nam Tai Electronic &
Electrical Products Limited (the "Borrower") subject to the terms and conditions
as stipulated in this letter (the "Facility Letter").

The facility as contained in our letter dated June 11, 1996 will be superseded
by this Facility upon acceptance.

The US$3 million 3-year loan facility shall continue to be governed by the loan
agreement dated June 11, 1996.


THE REVOLVING SHORT TERM TRADE CREDIT FACILITY ("THE FACILITY")

1.      BORROWER

        Nam Tai Electronic & Electrical Products Limited.

2.      FACILITY

        US$2 million revolving short term trade credit facility for:-

        -       Opening sight import letter of credit and trust receipt
                refinancing up to 120 days;

        -       Issuance of shipping guarantee under letter of credit;

        -       Negotiation of export letter of credit with discrepancies under
                letter of guarantee;


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        -       Discounting of documents against payment and documents against
                acceptance; and

        -       Sublimit of HK$1 million for overdraft.

3.      PURPOSE

        Trade and working capital financing.

4.      PRICING

        L/C opening commission
        First US$50,000                     :      1/4%
        US$50,001 to US$100,000             :      1/12%
        Balance                             :      1/24%

        Collection commission and Commission in-lieu-of exchange
        First US$50,000                     :      1/8%
        US$50,0001 to US$250,000            :      1/24%
        Balance                             :      1/48%

        Interest rate
        Trust receipt & Transit financing : Cost of funds + 1/2% p.a.
        Overdraft                           :      HK$ Prime Rate

        Other commissions and charges
        Hong Kong Association of Banks' rules to be observed.

5.      GUARANTEE

        Corporate guarantee executed by Nam Tai Electronics, Inc. (the
        "Guarantor") for US$2 million.

6.      AVAILABILITY

        a)     No obligation to grant accommodation under the Facility shall
               commence until the Bank has received as conditions precedent the
               following documents duly executed in form and substance
               satisfactory to the Bank:-

               From the Borrower

               i)     A signed copy of this letter; and

               ii) Board resolution to authorise acceptance of the Facility.

               From the Guarantor

               i)     Endorsement on this letter.

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        b)     Notwithstanding (a) above, accommodation under this Facility
               remains the entire discretion of the Bank.

7.      DOCUMENTS WITH THE BANK

        The following documents which have been executed by the Borrower and the
        Guarantor and are presently held by the Bank will remain true and valid
        for the purpose of the Facility.

        From the Borrower

        i)     Mandate for Limited Company;

        ii)    Letter of Set Off;

        iii)   General Security and Credit Agreement;

        iv)    Trust Receipt Agreement;

        v)     Account Opening Documents; and

        vi)    Constitutive Documents.

        From the Guarantor

        i)     A duly executed Continuing Guarantee for US$2 million; and

        ii)    Constitutive Documents.

8.      INTEREST AND CHARGES

        Interest and banking charges shall accrue and be payable in respect of
        accommodation provided under the Facility on the basis, at the rates and
        on dates agreed between the Borrower and the Bank, or upon failure in
        agreement, as determined by the Bank from time to time.

9.      PAYMENTS

        All payments by the Borrower to the Bank in respect of liabilities under
        the Facility shall be made free and clear of all taxes, withholdings and
        deductions whatsoever. If the Borrower is ever required to make any
        withholding, deduction or otherwise, the amount payable by the Borrower
        shall be grossed-up so that the Bank receives the full amount which
        would have been payable if there had been no withholding or deduction.

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10.     REPRESENTATIONS AND WARRANTIES

        The Borrower and the Guarantor hereby represent and warrant that:-

        a)     The Borrower and the Guarantor are duly incorporated and validly
               existing under the respective laws of their countries of
               incorporation;

        b)     The Borrower has full power and authority to execute, deliver and
               perform the terms of this letter;

        c)     All such documents required have been duly authorized by all
               necessary corporate actions and constitute or will constitute
               valid and binding obligations on the Borrower enforceable in
               accordance with their terms;

        d)     The Borrower and the Guarantor are not in default under any other
               agreement nor are they the subject of any actual or threatened
               legal proceedings or claims;

        e)     The financial statement of the Borrower and the Guarantor and all
               other financial and other information delivered to the Bank are
               true and accurate and reflect the true condition of the affairs
               of the Borrower and the Guarantor as of a recent date;

        f)     The Borrower and the Guarantor have good title to all properties
               and assets referred to in its audited accounts;

        g)     The Borrower and the Guarantor have arranged all necessary
               insurance policies to cover business risks on properties, trading
               assets and executive management;

        h)     Each request for an advance shall operate as a warranty that
               these representations and warranties will remain unaltered and
               that there has not been and there is not likely to be any
               material adverse change; and

        i)     All necessary tax returns have been filed and all assessments
               which are due and payable have been paid.

11.     UNDERTAKING

        The Borrower and the Guarantor hereby undertake with the Bank:-

        a)     To ensure that the obligations of the Borrower and the Guarantor
               under this letter are not subordinated to and will at all times
               rank at least pari passu and all existing and future short term
               obligations of the Borrower and the Guarantor.

        b)     Not to create any mortgages or charges on the undertaking,
               property and assets of the Borrower and the Guarantor whatsoever
               and wheresoever both present and future without the Bank's prior
               consent. Exception is allowed if and only if the Borrower or the
               Guarantor are to obtain financing to purchase certain assets and
               needs to pledge these assets as a pre-requisite collateral;


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        c)     To make available such information, financial or otherwise, for
               which the Bank may reasonably request;

        d)     To provide the Bank with audited financial statements of the
               Borrower and the audited consolidated financial statements of the
               Guarantor within 150 days after the end of the relevant financial
               years;

        e)     To inform the Bank promptly of any material adverse change; and

        f)     To inform the Bank promptly of any significant event of default
               under any other agreement.

12.     EVENT OF DEFAULT

        If the Borrower fails to pay the Bank any amount on any due date or if
        any information delivered by the Borrower or the Guarantor shall be
        shown to have been wrong or misleading in any respect or if there is any
        material adverse change about which the Bank has not been informed or
        for which the Bank's acceptance has not been given, or fails to comply
        with any undertaking, the Bank will be entitled to declare the Facility
        cancelled whereupon all amounts and commitments outstanding under the
        Facility shall become immediately due and payable, and the Bank shall be
        under no further obligation to make available any further advances under
        the Facility.

13.     REPAYABLE ON DEMAND

        All indebtedness and liabilities of the Borrower under the Facility
        shall be subject to the Bank's customary overriding right to call for
        repayment on demand and the Bank's continuos satisfaction of the
        business affairs and financial conditions of the Borrower and the
        Guarantor. The Bank also reserves the right to freeze the utilization of
        the Facility after a demand for repayment is made.

14.     REVIEW

        The Facility is subject to the Bank's on-going reviews.

15.     ASSIGNMENT AND WAIVER

        The Borrower may not assign any of their rights or obligations in
        respect of the Facility without the Bank's prior written agreement. No
        time or indulgence granted by the Bank or failure or delay in exercising
        any right hereunder shall operate as a waiver by the Bank.

16.     COSTS, FEES, AND COMMISSIONS

        The Borrower and the Guarantor will reimburse the Bank promptly for all
        commissions, fees, charges and expenses including legal fees incurred by
        the Bank in respect of the maintenance or enforcement of the terms of
        the Facility and/or other documents referred to herein.



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17.     LAW AND JURISDICTION

        The Facility shall be governed by Hong Kong Law. The Borrower hereby
        submits to the non-exclusive jurisdiction of the Hong Kong Courts.

Please signify your acceptance of the terms and conditions of the Facility be
executing and returning the documents as stipulated under paragraph 6 within 45
days from the date of this letter.

We are delighted to be able to work with you and look forward to establishing a
mutually beneficial relationship between our two institutions.

Yours faithfully,
For and on behalf of
CREDIT COMMERCIAL DE FRANCE
HONG KONG BRANCH


(s.d.) Alfred Leung                                (s.d.) Alain Cany
---------------------------------                  ---------------------------
Assistant General Manager                          General Manager


Accepted by:                                       Endorsed by:



(s.d.) Tadao Murakami                              (s.d.) M. K. Koo
--------------------------------                   ----------------------------
 Nam Tai Electronic & Electrical                   Nam Tai Electronics, Inc.
 Products Limited






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