EX 10.8


         LIMITED GUARANTEE AND SECURITY AGREEMENT, dated as of December 31,
2003, 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, Attention: President ("BORROWER"), ORIENT
FINANCIAL SERVICES LIMITED and MR. LI WING KEI of 18/F., One International
Finance Centre, 1 Harbourview Street, Central, Hong Kong together with EMERGING
GROWTH PARTNERS, INC., a Nevada corporation (collectively, the "GUARANTORS"),
and PROFESSIONAL TRADERS FUND, LLC, a New York limited liability company with
executive offices located at 990 Stewart Avenue, Suite 420, Garden City, New
York 11530, Attention: Marc K. Swickle, Manager ("INVESTOR").

                                  INTRODUCTION

         Investor  anticipates  the  possibility  of making  loans or  extending
credit to Borrower  pursuant to the terms of a 12% Convertible Note, dated as of
the date hereof (the "NOTE"),  of Borrower.  Each  Guarantor is a stockholder of
Borrower. In order to induce Investor to make the loans and extend the credit to
Borrower  pursuant  to the Note,  each  Guarantor  has  agreed,  subject  to the
limitations  set forth  herein,  to guarantee  and secure on a several basis the
obligations of Borrower under the Note, with 1,200,000 shares of common stock of
the Borrower (the "SHARES"),  held  beneficially  and of record thereby,  all as
more fully set forth herein and in the Escrow Agreement.  Of the Shares, 700,000
are  "restricted  securities" as defined in Rule 144 under the Securities Act of
1933, as amended (the "SECURITIES ACT").

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, each of the Guarantors hereby agrees as follows:

I.       LIMITED GUARANTEE

         SECTION 1.01      GUARANTEE BY GUARANTOR.

         Subject to Section 1.07 hereof,  each of the  Guarantors,  on a several
basis,  hereby  unconditionally,   irrevocably,  and  absolutely  guarantees  to
Investor (i) the due and punctual  payment and  collectibility  of the principal
of, and the premium,  if any, and interest  (including  interest  accruing on or
after the filing of any petition in bankruptcy or reorganization, whether or not
a claim  for  post-filing  interest  is  allowed  in such  proceeding)  on,  all
obligations  of Borrower  under the Note,  when and as the same shall become due
and  payable,  whether at  maturity of such  obligations,  by  acceleration,  or
otherwise,  (ii) the due and punctual payment and  collectibility of interest on
the overdue principal of, and premium and interest,  if any, on, all obligations
of Borrower  under the Note,  to the extent  lawful,  (iii) the due and punctual
performance  of all of the  covenants,




<PAGE>

agreements, and other obligations of Borrower to Investor in accordance with the
terms of the Note,  and (iv) in the case of any  extension of time of payment or
renewal of any of the obligations of Borrower under the Note, that the same will
be promptly paid in full when due or performed in  accordance  with the terms of
such extension or renewal, at stated maturity, by acceleration, or otherwise.

         SECTION  1.02  ABSOLUTE,  IRREVOCABLE,  AND  UNCONDITIONAL  OBLIGATION.
Subject  to  Section  1.07  hereof,   each  Guarantor  hereby  agrees  that  its
obligations  hereunder  shall  be  absolute,   irrevocable,  and  unconditional,
irrespective  of, and shall be  unaffected  by, the  identity of  Borrower,  the
nature of the obligation of Borrower to Investor (whether as obligor, guarantor,
or otherwise),  any invalidity,  irregularity,  or  unenforceability of any such
obligation or this  guarantee,  any failure to enforce any of the  provisions of
the Note or this guarantee, any waiver,  modification,  or indulgence granted to
any of the Guarantors or Borrower with respect thereto by Investor, or any other
circumstances  which may otherwise  constitute a legal or equitable discharge or
defense  of  surety  or  guarantor.  Each  Guarantor  hereby  waives  diligence,
presentment,  demand of  payment,  filing of claims with a court in the event of
merger, insolvency, or bankruptcy of Borrower, any right to require a proceeding
first  against  Borrower,  the benefit of  discussion,  protest,  or notice with
respect to such obligations, and all demands whatsoever, and covenants that this
guarantee will not be discharged as to any obligation of Borrower under the Note
or to Investor,  except by payment in full of the principal amount due under the
Note, premium, if any, and interest thereon,  and by the complete performance of
the obligations contained in the Note and this guarantee.

         SECTION 1.03 ACCELERATION OF OBLIGATIONS. Each Guarantor hereby agrees,
to the fullest extent it may lawfully do so, that, as between the Guarantors, on
the one hand, and Investor,  on the other,  (a) the maturity of the  obligations
guaranteed hereby may be accelerated as provided in the Note for the purposes of
this  guarantee,  notwithstanding  any stay,  injunction,  or other  prohibition
preventing such acceleration in respect of the obligations guaranteed hereby and
(b) in the event of any declaration of acceleration  of such  obligations,  such
obligations  (whether or not due or payable) shall forthwith become  immediately
due and payable by the Guarantors for the purposes of this guarantee.

         SECTION 1.04 REINSTATEMENT OF GUARANTEE. If Investor is required by any
court or otherwise  to return to Borrower or any  Guarantor,  or any  custodian,
receiver, liquidator, trustee, sequestrator, or other similar official acting in
relation to Borrower,  any amount paid to Investor in respect of the Note,  this
guarantee, to the extent of such amount so returned, shall be reinstated in full
force and effect.

         SECTION 1.05 SUBROGATION.  Each Guarantor hereby irrevocably waives any
claim  or  other  rights  which it may now  have or  hereafter  acquire  against
performance or enforcement of his obligations  under this guarantee,  including,
without  limitation,  any  right  of  subrogation,  reimbursement,  exoneration,
contribution,  or  indemnification,  any  right to  participate  in any claim or
remedy of Investor against  Borrower or any collateral which Investor  hereafter
acquires, whether or not such claim, remedy, or right arises in equity, or under
contract,  statute, or common law, including,  without limitation,  the right




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<PAGE>


to take or  receive  from  Borrower  directly  or  indirectly,  in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other  rights.  If any amount  shall be paid to any  Guarantor  in
violation of the preceding  sentence at any time prior to the payment in full of
all obligations and all other amounts payable under this guarantee,  such amount
shall be deemed to have been paid to such Guarantor for the benefit of, and held
in trust for the benefit of, Investor and shall forthwith be paid to Investor to
be credited and applied upon such  guaranteed  obligations,  whether  matured or
unmatured, in accordance with the terms of the Note.

         SECTION  1.06  OTHER  REMEDIES.  Except  as set forth in  Section  1.07
hereof,  nothing  contained in this Article I or elsewhere herein is intended to
or shall  impair,  as between any  Guarantor  and  Investor,  the  obligation of
Guarantors,  which  is  absolute  and  unconditional,  to  pay to  Investor  the
obligations of Borrower under the Note as and when the same shall become due and
payable in accordance  with the provisions  thereof,  or the  performance of the
covenants,   agreements,  or  other  obligations  of  Borrower  to  Investor  in
accordance  with the  terms of the  Note,  nor  shall  anything  herein  prevent
Investor from exercising all remedies otherwise permitted by applicable law upon
default under the Note.

         SECTION 1.07 LIMITATIONS ON GUARANTEE.  Notwithstanding anything herein
to the contrary,  the guarantee  provided herein shall be limited to the Shares,
which Shares,  simultaneously  with the execution hereof,  shall be delivered in
proper form for transfer to Sullivan &  Worcester,  as escrow agent (the "ESCROW
AGENT"),  maintaining  the escrow account (the  "ESCROW")  pursuant to the Stock
Purchase  and  Escrow  Agreement,  dated  as of the  date  hereof  (the  "ESCROW
AGREEMENT") among the Guarantors, Investor, and the Escrow Agent. Other than the
Shares and any other  Collateral  (as  hereinafter  defined) of each  Guarantor,
Investor expressly acknowledges that such Guarantor shall have no obligations or
liability  to  Investor or to any other  entity with  respect to the Note or the
obligations  of Borrower  thereunder,  and Investor  expressly  waives all other
causes  of  action  against  such  Guarantor  with  respect  to the Note and the
obligations of Borrower thereunder. Investor and each Guarantor acknowledge that
Investor shall be entitled to withdraw Shares from the Escrow, and the number of
Shares in the Escrow shall  thereby be  decreased,  upon  conversion of the Note
pursuant to Section  2(b)(ii),  6(a),  and/or 8 thereof and Section  4.03 of the
Escrow Agreement.

II.      SECURITY INTEREST

         SECTION 2.01 GRANT OF SECURITY  INTEREST.  Each Guarantor hereby grants
to Investor a first  priority  security  interest in and to the  following  (the
"COLLATERAL"):

                  (a)      the Shares;

                  (b)      all additional shares of stock of owned of record or
         beneficially by such Guarantor or any successor in interest  thereto or
         any other securities, options, or rights received by the such Guarantor
         pursuant to any reclassification,



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<PAGE>

         reorganization,  increase or reduction of capital,  or stock  dividend,
         attributable to the Collateral,  or in substitution  of, or in exchange
         for, any of the Collateral;

                  (c)      all  certificates  representing  the  shares or other
         securities or property referred to in clauses (a) and (b) above; and

                  (d)      all dividends, cash, instruments,  and other property
         or  proceeds,  from  time to time  received,  receivable  or  otherwise
         distributed in respect of, or in exchange for, any or all of the shares
         referred to in clauses (a) and (b) above.

         SECTION 2.02 SECURITY FOR GUARANTEE.  This Agreement  secures,  and the
Collateral is security for, the  indefeasible  payment in full when due, whether
at stated  maturity,  by  acceleration  or  otherwise,  and  performance  of all
obligations,  whether now or hereafter  existing,  of the Guarantors pursuant to
the guarantee  set forth in Article I hereto,  whether for  principal,  premium,
interest, fees, expenses, or otherwise.

         SECTION 2.03 DELIVERY OF COLLATERAL.  All  certificates  or instruments
representing  or evidencing the  Collateral  shall be delivered to, and held by,
the Escrow  Agent as set forth in, and pursuant  to, the Escrow  Agreement,  and
shall be in suitable  form for transfer by delivery or shall be  accompanied  by
duly executed  instruments of transfer or assignment  undated and in blank, with
medallion  signature  guarantee,  if  available,   all  in  form  and  substance
satisfactory to Investor in its sole  discretion.  If Borrower shall not satisfy
its obligations under the Note,  Investor shall have the right,  where permitted
by law, in its sole discretion and without notice to the Guarantors, to transfer
to, or to register in its name or in the name of any of its nominees, any or all
of the Collateral in accordance with, and pursuant to, this Agreement, the Note,
and the Escrow Agreement.

III.     REPRESENTATIONS AND WARRANTIES

         Each Guarantor makes the following representations and warranties, each
and all of which shall survive the execution and delivery of this Agreement:

         SECTION 3.01 RESIDENCE OF GUARANTOR.  The principal  place of residence
of such  Guarantor  is located at the  address  first  specified  above for such
Guarantor.

         SECTION  3.02  FORFEITURE;  REPURCHASE;  OPTIONS.  No  portion  of  the
Collateral  attributable to such Guarantor (i) is subject to forfeiture pursuant
to any  vesting  requirements,  and (ii) are subject to any  repurchase  rights.
There are no existing options,  warrants, calls, or commitments of any character
whatsoever relating to any of the Shares attributable to such Guarantor.

         SECTION 3.03 OWNERSHIP.  Such Guarantor is, and at the time of delivery
of the Investor  will be, the legal and  beneficial  owner of the portion of the
Collateral specified in any Schedule hereto as owned by such Guarantor, free and
clear of any lien, security interest, or other charge or encumbrance, except for
the lien created hereby. Of the



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<PAGE>

Shares,  700,000 are  "restricted  securities"  as defined in Rule 144 under the
Securities  Act. Each Guarantor  hereby agrees to cooperate with the Borrower to
register such restricted securities for resale under the Securities Act.

         SECTION 3.04 SECURITY  INTEREST.  The security interest with respect to
the Shares pursuant hereto creates a valid and perfected first priority security
interest in the Collateral  attributable to such Guarantor,  securing payment of
the Note, so long as the Escrow Agent shall remain in possession of certificates
representing the Shares, as well as all other evidences of Collateral.

         SECTION 3.05  AUTHORITY.  Such  Guarantor has all  requisite  power and
authority to execute, deliver, and perform its obligations under this Agreement.
This  Agreement  has been  duly  authorized,  executed,  and  delivered  by such
Guarantor  and  constitutes  the legal,  valid,  and binding  obligation of such
Guarantor,  enforceable  against such Guarantor in accordance with its terms. No
consent of any party to any contract,  arrangement,  or  understanding  to which
such Guarantor is a party,  or to which it or any of his assets are subject,  is
required in connection  with the execution or delivery of, or the performance of
its obligations  under,  this Agreement.  The execution and delivery of, and the
performance by such Guarantor of his obligations  under, this Agreement will not
violate, result in a breach of, or conflict with, any term of any such contract,
arrangement, or understanding,  or violate or result in a breach of, or conflict
with  any  order,  judgment,  or  decree,  or,  to the  best  knowledge  of such
Guarantor,  any law, rule, or regulation binding upon such Guarantor or to which
it  or  any  of  its  businesses,   properties,   or  assets  are  subject.   No
authorization,  approval,  or other  action by, and no notice to or filing with,
any  governmental  authority or regulatory  body is required  either (i) for the
grant by such  Guarantor  of the  guarantee  or the  security  interest  granted
hereby,  including the deposit of the Collateral  attributable to such Guarantor
into the Escrow or for the execution, delivery, or performance of this Agreement
by such Guarantor or (ii) for the perfection of, or the exercise by Investor of,
its rights and remedies hereunder.

IV.      FURTHER ASSURANCES

         SECTION 4.01 BY THE GUARANTORS.  Each Guarantor hereby agrees that from
time to time, at such  Guarantor's  sole expense,  such  Guarantor will promptly
execute and deliver all further instruments and documents,  and take all further
action,  that may be necessary or desirable,  or that  Investor may request,  in
order to protect the guarantee  set forth in Article I to this  Agreement and to
perfect and protect any  security  interest  granted or  purported to be granted
hereby or to enable  Investor  to exercise  and enforce its rights and  remedies
hereunder with respect to the guarantee and any of the Collateral.

         SECTION 4.02 FILINGS. Each Guarantor hereby authorizes Investor to file
one or more  financing  or  continuation  statements,  and  amendments  thereto,
relative  to the  Collateral  without  the  signature  of such  Guarantor  where
permitted  by  law.  A  carbon,  photographic,  or  other  reproduction  of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.



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<PAGE>

         SECTION  4.03  DEFENSE OF TITLE.  Each  Guarantor  agrees to defend the
title to the  Collateral and the lien thereon and security  interest  therein of
Investor  created  hereby  against the claim of any person and to  maintain  and
preserve such lien and security  interest until the earlier of (a)  satisfaction
in full of the  obligations of such  Guarantor  pursuant to Article I hereof and
(b) the withdrawal of the last of the Shares from the Escrow pursuant to Section
1.07 hereof and the Escrow Agreement.

V.       VOTING RIGHTS, ETC.

         SECTION 5.01  GENERALLY.  Until the withdrawal of any particular  Share
from the Escrow, each Guarantor shall be entitled to exercise any and all voting
and other consensual rights with respect to such Shares attributable thereto for
any purpose not inconsistent with the terms hereof or the Note.

         SECTION 5.02 DEFAULTS. Upon withdrawal of any particular Share from the
Escrow pursuant to Section 1.07 hereof and the Escrow  Agreement,  all rights of
the Guarantor  depositing  such Share into the Escrow to exercise its voting and
other  consensual  rights  which it would  otherwise  be  entitled  to  exercise
pursuant to Section 5.01 hereof shall cease, and all such rights shall thereupon
become vested in Investor, which shall thereupon have the sole right to exercise
such voting and other consensual rights.

         SECTION  5.03  ADDITIONAL  ACTIONS.  In order  to  permit  Investor  to
exercise  the voting  and other  rights  which he may be  entitled  to  exercise
pursuant to Section  5.02 hereof,  each  Guarantor  shall,  if  necessary,  upon
written notice of Investor,  from time to time,  execute and deliver to Investor
appropriate proxies,  dividend payment orders, and other instruments as Investor
may reasonably request.

VI.      TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES

         Each  Guarantor  agrees  that he or it will not (i)  sell,  assign,  or
otherwise dispose of, or grant any option or warrant with respect to, any of the
Collateral,  or (ii) create or permit to exist any lien,  security interest,  or
other  charge or  encumbrance  upon or with  respect  to any of the  Collateral,
except for the lien in favor of Investor pursuant hereto.

VII.     ATTORNEY-IN-FACT; INVESTOR MAY
         PERFORM

         SECTION 7.01      ATTORNEY-IN-FACT.  [INTENTIONALLY OMITTED]

         SECTION 7.02 INVESTOR MAY PERFORM.  If any  Guarantor  fails to perform
any  agreement  contained  herein,  Investor may, but shall not be obligated to,
itself perform,  or cause  performance  of, such agreement,  and the expenses of
Investor  incurred in




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<PAGE>

connection therewith shall be payable by such Guarantor pursuant to the terms of
this Agreement.

VIII.    INVESTOR'S DUTIES; REASONABLE CARE

         [INTENTIONALLY OMITTED]

IX.      REMEDIES UPON DEFAULT; EXPENSES

         SECTION 9.01 REMEDIES UPON DEFAULT ON THE NOTE. If  Borrower  shall not
satisfy  its  obligations under the Note:

         (a)      Investor may withdraw  Collateral from the Escrow pursuant to,
and in accordance with, the terms of the Escrow Agreement,  in addition to other
rights and remedies  provided for in the Note or otherwise  available to it, all
the  rights  and  remedies  of a secured  party in case of a default by a debtor
under the Uniform Commercial Code, and Investor may also, upon withdrawal of the
Collateral  from the Escrow and without notice except as specified  below,  sell
the  Collateral  or any part thereof in one or more parcels at public or private
sale,  at any  exchange or  broker's  board,  for cash,  on credit or for future
delivery,   and  upon  such  other  terms  as  Investor  may  deem  commercially
reasonable.  Such  Guarantor  agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days'  notice to such  Guarantor  of the time
and place of any public sale or the time after  which any private  sale is to be
made shall constitute reasonable  notification.  Investor shall not be obligated
to make any sale of  Collateral  regardless of notice of sale having been given.
Investor  may  adjourn  any  public  or  private  sale  from  time  to  time  by
announcement  at the time and place fixed  therefor  and such sale may,  without
further notice, be made at the time and place to which it was so adjourned. Each
Guarantor  hereby waives any claims  against  Investor  arising by reason of the
fact that the price at which any of the  Collateral may have been sold at such a
private sale was less than the price which might have been  obtained at a public
sale,  even if Investor  accepts the first offer received and does not offer the
Collateral to more than one offeree.

         (b)      Any cash held by Investor as Collateral  and all cash proceeds
received  by  Investor  in respect  of any sale of,  collection  from,  or other
realization upon all or any part of the Collateral shall be applied by Investor:

                  FIRST,  to the payment of the costs and expenses of such sale,
         including, without limitation,  reasonable compensation to Investor and
         its agent and counsel, and all expenses, liabilities, and advances made
         or incurred by Investor in connection therewith;

                  NEXT, to Investor,  for the payment in full of the  Borrower's
         obligations pursuant to the Note; and finally, after payment in full of
         the Borrower's  obligations pursuant to the Note, to the payment of the
         Guarantors,  or his or its successors or assigns,  or to the Guarantors
         or whomsoever may be lawfully



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<PAGE>

         entitled  to receive the same or as a court of  competent  jurisdiction
         may direct, of any surplus then remaining from such proceeds.

         (c)      Anything  contained  herein to the  contrary  notwithstanding,
Investor may exercise all rights and remedies available to it pursuant hereto or
under law, which remedies shall be deemed cumulative and not exclusive.

         SECTION 9.02      EXPENSES.

         The Borrower, shall, upon demand, be responsible to pay to Investor the
amount of any and all expenses,  including the  reasonable  fees and expenses of
its counsel and of any experts and agents,  which Investor may reasonably  incur
in  connection  with  (a) the  custody  or  preservation  of,  or the  sale  of,
collection  from, or other  realization  upon,  any of the  Collateral,  (b) the
exercise or enforcement of any of the rights of Investor pursuant hereto, or (c)
the failure by any Guarantor to perform or observe any of the provisions hereof.

X.       SECURITY INTEREST ABSOLUTE; CONTINUING SECURITY
         INTEREST

              SECTION  10.01 SECURITY INTEREST ABSOLUTE.  All rights of Investor
     and  security   interests  granted  herein,  and  all  obligations  of  the
     Guarantors   pursuant   hereto,   shall  be  absolute   and   unconditional
     irrespective of:

                  (i)      any  lack  of  validity  or   enforceability  of  the
                           guarantee;

                  (ii)     any change in the time,  manner,  or place of payment
                           of,  or in  any  other  term  of,  all  or any of the
                           obligations   under  the   guarantee   or  any  other
                           amendment  or  waiver  of,  or  any  consent  to  any
                           departure from, the guarantee;

                  (iii)    any exchange, release, or non-perfection of any other
                           collateral, or any release or amendment or waiver of,
                           or consent to departure  from,  the  guarantee or any
                           obligation thereunder; or

                  (iv)     any  other   circumstance   which   might   otherwise
                           constitute a defense available to, or a discharge of,
                           any  Guarantor or a third party grantor of a security
                           interest.

         SECTION 10.02 CONTINUING SECURITY INTEREST. This Agreement shall create
a continuing  first priority  security  interest in the Collateral and shall (a)
remain in full force and effect until the earlier of the indefeasible payment in
full of the  Note and the  withdrawal  of the  last of the  Collateral  from the
Escrow, (b) continue to be effective or be reinstated, as the case may be, if at
any time payment of the  obligations  pursuant to Article I hereof,  or any part
thereof,  is  rescinded  or reduced in amount or must  otherwise  be restored or
returned by any Guarantor all as though such payment or performance had




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not been made, (c) be binding upon each  Guarantor,  his, her, or its successors
and assigns,  and (d) inure,  together  with the rights and remedies of Investor
pursuant  hereto,  to the benefit of Investor and its  transferees  and assigns.
Upon the satisfaction of the obligations under the Note, each Guarantor shall be
entitled to the return,  upon his request and at his expense, of such portion of
the  Collateral  attributable  thereto as shall not have been sold or  otherwise
applied pursuant to the terms hereof.

XI.      MISCELLANEOUS

         SECTION 11.01 AMENDMENTS,  ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by any Guarantor herefrom, shall
in any event be  effective  unless the same  shall be in  writing  and signed by
Investor,  and then  such  waiver  or  consent  shall be  effective  only in the
specific instance and for the specific purpose for which given.

         SECTION 11.02 NOTICE. All notices and other communications provided for
hereunder shall be in writing (including  telegraphic  communication) and, if to
the Guarantors,  mailed or telegraphed or delivered to it,  addressed to them at
the addresses  specified in the introductory  paragraph  hereof, if to Investor,
mailed  or  delivered  to it  at  the  address  of  Investor  specified  in  the
introductory  paragraph  hereof, or as to any party hereto at such other address
as shall be  designated  by such party in a written  notice to each other  party
complying as to delivery  with the terms of this  Section.  All such notices and
other  communications  shall,  when  mailed  or  telegraphed,  respectively,  be
effective  when  deposited in the mails or delivered to the  telegraph  company,
respectively, addressed as aforesaid.

         SECTION 11.03  WAIVER.  No failure on the part of Investor to exercise,
and no delay in  exercising,  any  right  hereunder  shall  operate  as a waiver
thereof nor shall any single or partial exercise of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right.

         SECTION 11.04  SEVERABILITY.  The illegality or unenforceability of any
provision of this  Agreement or any  instrument  or document  required  pursuant
hereto shall not in any way affect or impair the legality or  enforceability  of
the  remaining  provisions  of this  Agreement  or any  instrument  or  document
required pursuant hereto.

         SECTION 11.05  GOVERNING LAW;  TERMS.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, without
giving  effect to  principles  of conflicts of laws.  Unless  otherwise  defined
herein,  terms  defined in Articles 8 and 9 of the Uniform  Commercial  Code are
used herein as therein defined.  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 for the  Southern
District of 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



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<PAGE>

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.

         SECTION 11.06  COUNTERPARTS.  This  Agreement may be executed in one or
more  counterparts,  all of which,  when taken  together  shall  constitute  one
original.







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<PAGE>


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

                                        PRINT DATA CORP.


                                        BY: /S/ CHUNG-LUN YANG
                                           -------------------------------------
                                            NAME:  CHUNG-LUN YANG
                                            TITLE:   CHIEF EXECUTIVE OFFICER

                                        ORIENT FINANCIAL SERVICES LTD.



                                        BY: /S/ NILS A. OLLQUIST
                                           -------------------------------------
                                            NAME: NILS A. OLLQUIST
                                            TITLE: DIRECTOR



                                         /S/ LI WING KEI
                                        ----------------------------------------
                                        LI WING KEI

                                        EMERGING GROWTH PARTNERS, INC.,



                                        BY: /S/ KEVIN WELCH
                                           -------------------------------------
                                            NAME: KEVIN WELCH
                                            TITLE:

                                        PROFESSIONAL TRADERS FUND, LLC



                                        BY: /S/ MARC K. SWICKLE
                                           -------------------------------------
                                            NAME: MARC K. SWICKLE
                                            TITLE: MANAGER





                                       11