<PAGE>   1
                                                                     EXHIBIT 2.2

                         Dated the 28th day of May 1999

               NAM TAI ELECTRONIC AND ELECTRICAL PRODUCTS LIMITED

                                  (as Nam Tai)

                                       and

                      MICRO BUSINESS SYSTEMS IND. CO., LTD

                                  (as Company)

                                       and

                                  KIM JONG SUN

                                    (as Kim)

********************************************************************************

AGREEMENT FOR THE SALE AND PURCHASE AND ASSIGNMENT OF THE
BUSINESS AND THE ASSETS OF MICRO BUSINESS SYSTEMS IND. CO., LTD

********************************************************************************

                           Charles Chu, Kenneth Sit & Wu, Solicitors,
                           20/F., Crocodile House One,
                           50 Connaught Road Central,
                           Hong Kong.
                           Ref.: C/CHU/7782/99
                           (JK/NamTai (2) IA: \Micro\S&P-Shares)


<PAGE>   2
                                      INDEX


<TABLE>
<CAPTION>
  CLAUSE                                                                    PAGE
  ------                                                                    ----
<S>                                                                         <C>
        Recitals                                                              1

    1.  Interpretation                                                        1-3

    2.  Assignment of Business and Assets                                     4

    3.  Job Duty of Kim                                                       4

    4.  Representation and Warranties                                         4-6

    5.  Completion Date                                                       6

    6.  Conditions Precedent                                                  6-7

    7.  Completion                                                            7-9

    8.  Consequence of Completion                                             9

    9.  Forecast and Budget                                                   9

    10. Activities of Company                                                 10-11

    11. Assignment of Contract                                                11

    12. Legal Costs                                                           11

    13. Tax and Formalities                                                   11-12

    14.-19.  Miscellaneous Provisions                                         12-14
</TABLE>


<PAGE>   3
THIS AGREEMENT is made the 28th day of May One thousand nine hundred and
ninety-nine

BETWEEN:-

(1)     The CORPORATION named in Part I of the First Schedule (hereinafter
        called "Nam Tai"); and

(2)     The CORPORATION named in Part II of the First Schedule (hereinafter
        called the "Company"); and

(3)     The PERSON named in Part III of the First Schedule (hereinafter
        collectively called "Kim").

WHEREAS:-

(A)     The Company is a private company limited by shares incorporated in the
        Republic of Korea on the 26th day of February 1992 and has at the date
        hereof an authorized share capital of Korean Won $50,000,000.00 divided
        into 10,000 ordinary shares and the entire authorized share capital have
        been issued and fully paid up. The Certificate of Business Registration,
        the Certificate of Registered Signature, the Business Certificate and
        the Articles of Association of the Company are attached herewith and
        marked as Appendix A.

(B)     The Company is carrying on the business as hereinafter more particularly
        defined and called the "Business".

(C)     Nam Tai has agreed to purchase the Business and the Assets from the
        Company upon and subject to the terms and conditions hereinafter
        appearing.

NOW IT IS HEREBY AGREED as follows:-


<PAGE>   4
1.      (A) In this Agreement and the Schedules hereto, unless the context
            otherwise requires:-

            "Assets"                means the assets of the Company more
                                    particularly mentioned in the Second
                                    Schedule and the Appendixes I, II, III, IV
                                    of this Agreement.

            "Business"              means the business of research and design of
                                    and development and the marketing and sale
                                    of telecommunication products and including
                                    but not limited to low frequency 900MHz
                                    cordless telephones.

            "the Agreement"         means this Agreement.

            "the Board"             means the Board of Directors of the Company.

            "Completion"            means the performance on the Completion Date
                                    by the parties hereto of the several
                                    obligations contained in Clause 7;


                                      -2-


<PAGE>   5
           "Completion Date"        means the date referred to in Clause 5;

           "Encumbrance"            means any charge, lien, equity, third party
                                    right, option, right of pre-emption or any
                                    other encumbrance, priority or security
                                    interest of whatsoever nature;

           "Equipment & Toolings"   means those moulds and toolings that are
                                    relevant to the Business and referred to as
                                    item (1) of the Assets.

           "Employees"              means the persons referred to in the Fourth
                                    Schedule.

           "Licences and Approvals" means Licences and Approvals
                                    and pending applications for approval as
                                    referred to items 3(a) & (b) of the Assets
                                    and all intellectual property rights in
                                    connection therewith.


                                      -3-


<PAGE>   6
(B)     In this Agreement, unless the context otherwise requires, the singular
        includes the plural and vice versa, words importing any gender include
        every gender and references to persons include corporations and
        unincorporated body of persons.

2.      In consideration of Nam Tai agreeing to the terms and provisions of this
        Agreement, the Company agrees to assign its Business and Assets
        absolutely and free from encumbrances to Nam Tai on Completion Date and
        to comply with or perform all other provisions to be complied with or
        performed on the part of the Company for the total consideration of
        United States of America Dollar SEVEN HUNDRED THOUSAND (US$700,000.00)
        (hereinafter called the "Purchase Price") upon Completion.

3.      In consideration of Nam Tai agreeing to the terms and provisions of this
        Agreement Kim agrees to assume the job as a full time employee of Nam
        Tai.

4.1     The Company and Kim hereby jointly and severally represent, warrant and
        undertake to Nam Tai that the Company has the right and authority to
        sell the Business and Assets free from all claims, charges, liens,
        encumbrances and equities whatsoever and together with all rights
        attached, accrued or accruing thereto on or after the date hereof to Nam
        Tai.

4.2     The Company and Kim hereby jointly and severally


                                      -4-


<PAGE>   7
        represent, warrant and undertake to Nam Tai in the terms set out in this
        Clause 4 and the Third Schedule (hereinafter collectively called the
        "Warranties" and singly called the "Warranty") and that each of the
        Warranties and the matters disclosed in relation thereto will at
        Completion and will at all times between the date of this Agreement and
        the Completion Date be true and correct in all respects. On Completion
        the Company and Kim shall be deemed to have repeated the same on such
        basis. The Company and Kim agree and acknowledge that Nam Tai is
        entering into this Agreement in reliance on the representations and
        Warranties and the matters disclosed.

4.3     The Company and Kim hereby jointly and severally agree with Nam Tai to
        indemnify and hold Nam Tai harmless from and against all reductions in
        value, liabilities, damages, costs, claims and expenses (including legal
        expenses on solicitor-and-client basis) which Nam Tai may sustain,
        suffer or incur as a result of false representation or any breach of the
        Warranties or any provisions of this Agreement.

4.4     The Company and Kim shall forthwith notify Nam Tai upon it becoming
        aware of any event which may cause any of the representations,
        warranties and undertakings set out in this Clause 4 and in the Third


                                      -5-


<PAGE>   8
        Schedule to be incorrect, misleading or breached in any material respect
        or which may have any material adverse effect on the Assets and or the
        Business.

4.5     Each of the representations, Warranties shall be construed as a separate
        Warranty and shall not be limited or restricted by reference to or
        inference from the terms of any other representations, Warranties.

4.6     The Company and Kim jointly and severally undertake, in relation to any
        Warranty which refers to the knowledge, information or belief of the
        Company and Kim that it has made reasonable enquiry into the subject
        matter of the representations, Warranty and that it does not or ought to
        have the knowledge, information or belief that the subject matter of
        that Warranty may not be correct, complete or accurate in all respects.

4.7     The representations, Warranties contained in this Agreement shall remain
        in full force and effect notwithstanding and surving the Completion.

5.      Completion of the sale and purchase of the Business and assignment of
        the Assets shall take place on or before the 4th June 1999.

6.1     The fulfilment of the provisions of clause 6.2 hereof on or before the
        Completion Date are conditions


                                      -6-


<PAGE>   9
        precedent to the obligation of Nam Tai to complete the purchase of the
        Business and the Assets.

6.2     The condition precedents are:-

        (i)     After the signing of this Agreement, the Company shall authorise
                Nam Tai the exclusive use of the Licences and Approvals. Save
                and except with the written consent of Nam Tai the Company shall
                not apply the Licences and Approvals for any use or purpose.

        (ii)    The Company has already delivered to Nam Tai the entirety of
                Equipment and Tooling in good and working conditions.

        (iii)   The Company shall have informed the respective issuers of the
                Licences and Approvals that the Company requesting to the same
                to be registered under the name of Nam Tai pending the
                Completion.

6.3     If any of the provisions of clause 6.2 hereof have not been complied
        with Nam Tai shall, without prejudice to any of its other legal rights,
        have the option to:-

        (a)     rescind the sale and purchase of the Business and or the Assets;
                or

        (b)     waive any one of such conditions and proceed to completion so
                far as practical; or

        (c)     defer Completion for such a period for the fulfilment of the
                conditions referred to in clause 6.2.

7.1     On Completion the Company shall deliver to Nam Tai:-


                                      -7-


<PAGE>   10
        (i)     an duly signed Assignment assigning the Business and the Assets
                to Nam Tai absolutely and be in a format satisfactory to Nam
                Tai;

        (ii)    the original certificates or documentary evidence of the
                Licences and Approvals registered under the name of Nam Tai; or
                the original certificates or documentary evidence of the
                Licences and Approvals registered under the name of the Company
                together with the duly signed original Declaration of Trust
                declaring the Company as a trustee to hold the Licences and
                Approval for Nam Tai and that Nam Tai shall have the exclusive
                unrestricted right to use and apply the same for its business;

        (iii)   the original minutes of meeting of the Board duly approving the
                Company to enter into this Agreement and in particular to assign
                the Business and the Assets to Nam Tai in accordance with the
                terms and conditions of this Agreement;

        (iv)    such other documents as may be reasonably required to give a
                good title to the Business and the Assets and to enable Nam Tai
                or its nominee(s) to become the registered holders thereof;

        (v)     the duly signed employment contract for a fixed term of 3 years
                by Kim with Nam Tai in the form as approved by Nam Tai;


                                      -8-


<PAGE>   11
        (vi)    the duly signed employment contracts for a fixed term of 3 years
                by each one the Employees with the Company in the form as
                approved by Nam Tai which specifying the respective annual
                salaries as particularised in the Fourth Schedule and the rate
                be subject to review once every year;

        (vii)   the Company shall take such actions as shall reasonably require
                for the purpose of this Agreement and shall be duly transacted.

7.2     On Completion Nam Tai shall pay the Purchase Price to the Company or its
        nominee(s) and be in such manner as confirmed by the Company in writing.

8.      The provisions of clause 9 to clause 10 (inclusive) are conditional upon
        Completion taking place in accordance with this Agreement and such
        provisions shall not take effect if Completion does not take place for
        whatever reasons.

9.      Nam Tai shall be responsible to settle for the Company the overhead
        expenses of the Company according to the Budget as referred to in the
        Fifth Schedule.

10.1    The Company and Kim jointly and severally undertake and agree with Nam
        Tai that after Completion all the results and intellectual property
        rights of the research and development of the Company shall belong to
        Nam Tai. Save and except with the consent in writing of Nam Tai the
        Company shall not carry on any business activities directly


                                      -9-


<PAGE>   12
        or indirectly. The Company will not at Completion be the owner or the
        registered holder of any share or interest in or other security of or
        directly or indirectly interested in any body corporate, partnership,
        joint venture or any form of equity wherever incorporated or
        established.

10.2    Kim agrees with Nam Tai that after Completion he will procure the
        Company to cease business and or to be wound up voluntarily as and when
        required by Nam Tai in writing to do so.

10.3    Subject to the provisions of clause 10.2 Kim shall procure the Company
        to maintain all licences, consent for the continual registration of the
        Company with all the relevant governmental authorise and to comply with
        all laws and regulations in the Republic of Korea.

10.4    Save and except with the written consent of Nam Tai the Company shall
        not engage directly or indirectly in any activities whether the same be
        in conflict with the interest of Nam Tai or whether the same is not
        commercial in nature.

10.5    Kim undertakes to procure himself and each of the Employees that they
        shall work as a full time employee of the Company working exclusively to
        provide services to Nam Tai in accordance with the respective employment
        contracts and shall not be engaged directly or indirectly any other
        business or employment or the provision of services whether


                                      -10-


<PAGE>   13
        the same be in conflict with the interests of Nam Tai.

10.6    The Company and Kim jointly and severally represent that save and
        otherwise agreed in writing the Forecast, Budget the Business from
        Completion shall be as particularised in the Fifth Schedule attached
        hereto.

10.7    The Company and Kim jointly and severally undertake with and warrant to
        Nam Tai that the Forecast and Budget of the Business as attached to the
        Fifth Schedule are being prepared on a bona fide basis the actual result
        thereof will be matched substantially.

11.     This Agreement shall be binding on and enure for the benefit of each
        party's successors. None of the parties hereto may assign or transfer
        any of its rights hereunder without the prior written consent of the
        other save and except that Nam Tai shall have the right to assign the
        benefit of this Agreement to its parent company or to the other
        subsidiaries of its parent company.

12.     The Company and Kim and Nam Tai shall respectively bear their own legal
        costs and expenses incurred by it in connection with the negotiation,
        preparation and approving of this Agreement and all matters and
        documentation relating to the Completion.

13.     The Company and Kim hereby jointly and severally undertake with the
        Company that :-

        (a)     all the procedures, legal requirements as set by the


                                      -11-


<PAGE>   14
                laws and regulations of the Republic of Korea relating to this
                Agreement shall be duly complied with the Company and Kim and
                other responsible persons, if any;

        (b)     all tax, levy if any payable to any taxation authorisation in
                the Republic of Korea or otherwise in respect of this Agreement,
                the assignment of the Business and Assets and the receipt of the
                Purchase Price shall be duly paid by the Company, Kim and other
                persons, if any obliged to pay for such tax, levy under the laws
                of the Republic of Korea.

14.     Any notice required to be given by any of the parties to this Agreement
        to the other party, shall be in writing and shall be deemed to have been
        so given if addressed and being posted to or left at the respective
        addressee at their registered offices or correspondence addresses herein
        mentioned irrespective whether the same is returned through the post
        undelivered.

15.     No provisions hereof may be amended, waived, discharged or terminated
        orally, but only by an instrument in writing signed by the party against
        whom enforcement of the amendment, waiver, discharge or termination is
        sought.

16.     Time shall be of the essence of this Agreement but no failure or delay
        by Nam Tai in exercising or enforcing any right, remedy, power or
        privilege hereunder shall operate as a waiver thereof, nor shall any
        single or partial


                                      -12-


<PAGE>   15
        exercise or enforcement of any right, remedy, power or privilege. The
        rights, remedies, powers and privileges of the parties herein provided
        are cumulative and not exclusive of any rights remedies, powers or
        privileges provided by law.

17.     Any provision of this Agreement prohibited by or unlawful or
        unenforceable under any applicable law actually applied by any court of
        competent jurisdiction shall, to the extent required by such law, be
        severed from this Agreement and rendered ineffective so far as is
        possible without modifying the remaining provisions of this Agreement.
        Where however the provisions of any such applicable law may be waived,
        they are hereby waived by the parties hereto to the full extent
        permitted by such law for the purpose that this Agreement shall be a
        valid and binding agreement enforceable in accordance with its terms.

18.     This Agreement shall be governed by and construed in all respects in
        accordance with the Laws of Hong Kong and the parties hereto hereby
        submit to the exclusive jurisdiction of the Courts of Hong Kong.

19.     This Agreement may be executed in any number of counterparts and by the
        different parties hereto on separate counterparts each of which when so
        executed and delivered shall be an original but all the counterparts
        together shall constitute one and the same instrument.


                                      -13-


<PAGE>   16
        IN WITNESS whereof the parties hereto have duly executed this Agreement
on the date and year first above written.


                                      -14-


<PAGE>   17
                                 FIRST SCHEDULE

                                     Part I

NAM TAI ELECTRONIC AND ELECTRICAL PRODUCTS LIMITED the registered office of
which is situate at Suite 6B-9, 15/F., Tower 1, China Hong Kong City, 33 Canton
Road, Tsimshatsui, Kowloon.

                                     Part II

                               Name of the Company

MICRO BUSINESS SYSTEMS IND. CO., LTD the registered office of which is situate
at 103- 25, Ssangmun-dong, Dobong Ku Seoul, Republic of Korea and the place of
business is situate at 1F Daesong Bldg, 70-2, Yangjae-Dong, Seocho-Ku Seoul,
Korea.

                                    Part III

KIM JUNG SUN JASON of 5-201 Kumho Apartment 54 Ssangmun-Dong, Dobong-Ku, Seoul,
Korea, holder of Republic of Korea Passport No.6625124.


                                      -15-


<PAGE>   18
                                SECOND SCHEDULE

The Assets shall include the following items

1.      Equipment and toolings and the particulars of which are set out in
        Appendix I.

2.      The deposit for office rental in the sum of US$16,600.00 and the
        particulars of which are set out in Appendix II.

3.      Intellectual Property rights which shall include:-

        (a)     All the licences and approvals of portable telephone models
                MP-900 and MP-910 applicable to such countries and the
                particulars of which are set out in Appendix III;

        (b)     All licences, approvals, trade marks, patents of other products
                of the Company; and

        (c)     All other pending applications for approval for all products now
                under research and development by the Company and all new ideas
                or concept for future development of products.

4.      Office equipment and the particulars of which are set out in Appendix
        IV.

5.      All existing purchase orders of the Company from the customers and
        transactions pending negotiations between the Company and potential
        customers.


                                      -16-


<PAGE>   19
                                 THIRD SCHEDULE

                  Representations. Warranties and Undertakings

1.1     Options over the Business and the Assets

        There are no agreements in force which provide for the present or future
        transfer of save and except as provided in this Agreement the right to
        call for the transfer of the Business and or the Assets of the Company
        or any part thereof whether for valuable consideration or otherwise.

1.2     No charges or liens have been created by the Company over the Business
        and or the Assets or any part thereof.

2.1     Status of the Company

        Due compliance has been made with all the provisions of the relevant
        governmental regulations in force in the Republic of Korea in connection
        with the formation and the continued subsistence of the Company and the
        conduct of its business.

2.2     All document of title (if any) relating to the Assets and executed copy
        of all agreements to which the Company is a party, and the original
        copies of all other document which are owned by or which is related to
        the Business and the Assets and ought to be in the possession of the
        Company are in its possession.

2.3     Investigation

        There are not pending, or in existence, any investigations or enquiries
        or complaints of whatsoever nature by, or on behalf of, any governmental
        or other body or any third party


                                      -17-


<PAGE>   20
        in respect of the Business or the Assets of the Company.

3.      Information disclosed to Nam Tai are true and correct

3.1     All information provided by the Company and or Kim to Nam Tai or its
        solicitors Messrs. Charles Chu, Kenneth Sit & Wu relating to the
        Company, the Business and the Assets were, when given, and are now
        accurate and comprehensive in all material respects.

3.2     There are no material facts or circumstances, in relation to the Assets,
        Business which have not been fully and fairly disclosed in writing by
        the Company and or Kim to Nam Tai or its solicitors, and which, if
        disclosed, might reasonably have been expected to affect the decision of
        Nam Tai to enter into this Agreement.

3.3     Since the provision of information to Nam Tai, there has been no
        material adverse change in the Business, Assets.

4.      The Company and or Kim respectively have full power to enter into and
        perform this Agreement and this Agreement constitutes legally valid and
        binding obligations on the Company and Kim and are enforceable in
        accordance with the terms of this Agreement.

5.      Effect of assignment of the Business and the Assets

5.1     Compliance with the terms of this Agreement does not and will not:-

               (a)    conflict with, or result in the breach of, or constitute a
                      default under, any of the terms of


                                      -18-


<PAGE>   21
                      any agreement or instrument to which the Company is a
                      party, or any provision of the memorandum or articles of
                      association or other corresponding constitutional
                      documents of the Company;

               (b)    relieve any person from any obligation to the Company or
                      cause any person to determine any such obligation or any
                      right or benefit enjoyed by the Company;

               (c)    result in the creation, imposition, crystallization or
                      enforcement of any encumbrance whatsoever on any of the
                      Assets or the Business.

6.      Agreements restricting business

        The Company is not a party to any agreement or undertaking or assurances
        given to any corporation court or governmental agency which is still in
        force which restricts the carrying on of the Business or subject to any
        court order restricting the carrying on of the Business in any manner.

7.      Litigation. disputes and winding up

        (1)     The Company is not engaged in any litigation or arbitration
                proceedings as plaintiff or defendant in relation to the
                Business and or the Assets; there are no such proceedings
                pending or threatened against the Company. No facts are known to
                the Company and or Kim which are likely to result in any such
                proceedings being brought by or against the Company.


                                      -19-


<PAGE>   22
        (2)     Kim is not engaged in any litigation or arbitration proceedings
                either as plaintiff or defendant. There are no investigation,
                proceedings pending or threatened against Kim which will
                adversely affect the ability of Kim to perform the obligations
                on the part of Kim to be performed.

        (3)     There is no dispute with any revenue or other official,
                department in the Republic of Korea or elsewhere, in relation to
                the Company and or Kim or the Business or the Assets, and there
                are no facts which may give rise to any dispute.

        (4)     No order has been made or petition presented or resolution
                passed for the winding up of the Company; nor is there any
                unfulfilled or unsatisfied judgment or court order outstanding
                against the Company which may have an adverse effect upon the
                Business and or the Assets.

        (5)     No receiver has been appointed of the whole or any part of any
                of the Business and or the Assets of the Company.

8.      Licences and Approvals

        (1)     All the Licences and Approvals as referred to in items 3 (a) &
                (b) of the Second Schedule are valid and subsisting.

        (2)     The Company is not materially in breach of any of the


                                      -20-


<PAGE>   23
                terms or conditions upon which the Licences and Approvals are
                being granted and there are no factors that might in any way
                prejudice the continuation of any of them.

        (3)     The Company in the conduct of the Business has not used any
                process and is not engaged in any activity which infringe any
                patent, copyrights, trade marks, designs, business know-how
                trade secrets or other intellectual property rights of any third
                party.

        (4)     All the Licences and Approvals and pending applications for
                approval in connection with the Business and or the Assets have
                been exhaustively listed in Appendix III.

        (5)     In the event of any omission of any intellectual property right
                of the Company relation to the Business and or Assets from item
                3 of the Second Schedule hereof or such right created or
                acquired by the Company after the date of this Agreement the
                same shall be deemed to form part of the Assets to be assigned
                to Nam Tai upon Completion.

        (6)     All intellectual property rights created or acquired by the
                Company in relation to the Business and or the Assets or
                otherwise after the Completion shall be deemed for all purposes
                to belong beneficially to Nam Tai and if the same for the
                meantime were to be registered under the name of the Company,
                the Company


                                      -21-


<PAGE>   24
                shall be deemed to be a trustee of Nam Tai and account all the
                benefit thereof to Nam Tai. The Company shall at the request of
                Nam Tai execute such document that are necessary to render the
                said intellectual property rights to be registered under the
                name of Nam Tai.

9.      General

        The execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby will not result in the breach or
        cancellation or termination of any of the terms or conditions of or
        constitute of default under any agreement, commitment or other
        instrument to which the Company is a party or by law or any rule or
        regulation of any administrative agency or governmental body or any
        order, writ, injunction or decree of any court, administrative agency or
        governmental body affecting the Company.


                                      -22-


<PAGE>   25
                                 FOURTH SCHEDULE


<TABLE>
<CAPTION>
Name of Employees                                  Annual Salary in Korean Won
-----------------                                  ---------------------------
<S>                                                <C>
1.      Hwan-Young Yeo                             Korean $ 60,000,000.00

2.      Soon-Hyung Kang                            Korean $ 60,000,000.00

3.      Kwang Kim                                  Korean $ 40,000,000.00

4.      In-Tschol (hannes) Kim                     Korean $ 32,000,000.00

5.      Gun-Young Yi (Lee)                         Korean $ 30,000,000.00

6.      Deol-Sil Kim                               Korean $ 17,000,000.00

7.      Hyo-Jung Ko                                Korean $ 12,000,000.00
</TABLE>


                                      -23-


<PAGE>   26
                                 FIFTH SCHEDULE

                               Forecast and Budget

Monthly Budget of the Company for the FORECAST


<TABLE>
<S>                                                <C>
1.      Ray Poll                                   US$ 18,000.00

2.      Telecom                                    US$  1,000.00

3.      Office Rental                              US$  1,000.00

4.      Travel                                     US$  4,000.00

5.      Others                                     US$  5,000.00
                                                   -------------
                                                   US$ 29,000.00
                                                   =============
</TABLE>


                                      -24-


<PAGE>   27
SIGNED by Nam Tai by its      ) For and on behalf of
                              ) NAM TAI ELECTRONIC & ELECTRICAL
Director                      ) PRODUCTS LIMITED
                              )
                              ) /s/ Tadao Murakami
                              ) ----------------------------------
in the presence of:-          ) Authorized Signature
CHARLES CHIA CHIN CHU
Solicitor, Hong Kong SAR
CHARLES CHU, KENNETH SIT & WU

SIGNED by the Company its     )
                              ) MICRO BUSINESS SYSTEMS IND. CO., LTD.
Director Kim Jong Sun         )
                              ) /s/ Kim Jong Sun
                              ) ----------------------------------

in the presence of:-          ) President
CHARLES CHIA CHIN CHU
Solicitor, Hong Kong SAR
CHARLES CHU, KENNETH SIT & WU

SIGNED by Kim Jong Sun        ) /s/ Kim Jong Sun
                              ) ----------------------------------
in the presence of:-          )
CHARLES CHIA CHIN CHU
Solicitor, Hong Kong SAR
CHARLES CHU, KENNETH SIT & WU


                                      -25-