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                                                                   Exhibit 2.3


                [CREDIT COMMERCIAL DE FRANCE LETTERHEAD]


June  11, 1996


Nam Tai Electronic & Electrical Products Limited
Unit 513-520, 5/F.
No. 1 Hung To Road
Kwun Tong, Kowloon
Hong Kong

Attn: Mr. Maxwell Yeung


Dear Sirs,

We are pleased to confirm that Credit Commercial de France, Hong Kong Branch
(the "Bank") is prepared to revise its existing facility offer of October 19,
1995 to Nam Tai Electronic & Electrical Products Limited as follows subject to
the terms and conditions of this letter and the attached loan agreement of even
date:-

         a)      A US$3 million 3-year loan facility governed by the enclosed
                 loan agreement dated June 11, 1996.

         b)      A US$2 million short term trade credit facilities governed by
                 terms and as conditions stipulated hereunder.

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

1.       BORROWER

         Nam Tai Electronic & Electrical Products Limited.

2.       FACILITY

         US$2 million 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;
        -       Discounting of documents against payment and documents against
                acceptance;
        -       Sublimit of HK$l million for overdraft.
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CREDIT COMMERCIAL DE FRANCE 

3.       PURPOSE

         Trade financing.

4.       PRICING

<TABLE>
         <S>                                       <C>      <C>
         L/C opening commission and Commission in-lieu-of exchange
         First US$50,000                           :        1/4%
         US$50,001 to US$100,000                   :        1/12%
         Balance                                   :        1/24%

         Collection commission
         First US$50,000                           :        1/8%
         US$50,001 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
</TABLE>

         Other commissions and charges

         Hong Kong Association of Banks' rules to be observed.

5.       GUARANTEE

         Corporate guarantee executed by Nam Tai Electronic, 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;

                 ii)      Board resolution to authorise acceptance of the
                          Facility and opening of account with the Bank;

                 iii)     Mandate for Limited Company;

                 iv)      Letter of Set Off;

                 v)       General Security and Credit Agreement;

                 vi)      Trust Receipt Agreement;


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CREDIT COMMERCIAL DE FRANCE 

                 vii)     Specimen Signature Card (2 copies) and

                 viii)    Account Opening Form and certified true copies of
                          Business Registration Certificate, Certificate of
                          Incorporation, Memorandum and Articles of
                          Association, Particulars of Directors (Form X), and
                          ID Card or Passport of the Directors and persons
                          authorised to sign for the account.

         From the Guarantor

                 i)       Endorsement on this letter;

                 ii)      A duly executed Continuing Guarantee for
                          US$2 million.

                iii)      Board resolution to authorise the execution of the
                          Continuing Guarantee; and

                 iv)      Certified true copies of its Certificate of
                          Incorporation, Memorandum and Articles of Association
                          and other constitutive documents.

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

7.       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.

8.       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.

9.       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;


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CREDIT COMMERCIAL DE FRANCE

         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 statements 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.

10.      UNDERTAKINGS

         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 with 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;

         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


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CREDIT COMMERCIAL DE FRANCE

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

11.      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.

12.      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 to the Bank's continuous 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.

13.      REVIEW

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

14.      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.

15.      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.

16.      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.


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CREDIT COMMERCIAL DE FRANCE

Please signify your acceptance of the terms and conditions of the Facility by
executing and returning the documents as stipulated under paragraph 6 within 45
days from the date of this letter.  Upon satisfactory execution, this letter
supersedes our previous letter of offer dated October 19, 1995.

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



<TABLE>
<S>                                        <C>
/s/ ALFRED LEUNG                           /s/ ALAIN CANY           
----------------------                     -------------------------
Alfred Leung                               Alain Cany
Assistant General Manager                  General Manager


Accepted by:                               Endorsed by:



                                                  [SIG]             
----------------------                     -------------------------
Nam Tai Electronic &                       Nam Tai Electronics, Inc.
Electrical Products Limited
</TABLE>


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