NEITHER THIS NOTE, NOR ANY SECURITIES  ISSUABLE UPON THE CONVERSION  HEREOF, HAS
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE  OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR OTHERWISE  TRANSFERRED  UNLESS (1) A  REGISTRATION  STATEMENT WITH
RESPECT THERETO IS EFFECTIVE  UNDER THE SECURITIES ACT AND ANY APPLICABLE  STATE
SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF THIS NOTE OR SUCH  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE  REASONABLY
SATISFACTORY TO THE COMPANY,  THAT THIS NOTE OR SUCH  SECURITIES,  RESPECTIVELY,
MAY  BE  OFFERED,  SOLD,  PLEDGED,   ASSIGNED,  OR  TRANSFERRED  IN  THE  MANNER
CONTEMPLATED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
ACT OR APPLICABLE STATE SECURITIES LAWS.

                             ACL SEMICONDUCTORS INC.

         12% SENIOR SUBORDINATED CONVERTIBLE NOTE DUE DECEMBER 31, 2004

$250,000 DECEMBER 31, 2003
NEW YORK, NEW YORK

                  ACL   SEMICONDUCTORS   INC.,  a  Delaware   corporation   (the
"COMPANY"),  for value received,  hereby promises to pay to PROFESSIONAL TRADERS
FUND,  LLC, with an address at 990 Stewart  Avenue,  Suite 420, Garden City, New
York 11530, or registered  assigns (the "HOLDER"),  the principal  amount of TWO
HUNDRED FIFTY THOUSAND  UNITED STATES DOLLARS  (US$250,000) on the Maturity Date
(as defined below),  and to pay interest on the unpaid principal  balance hereof
at the rate  (calculated  on the basis of a 360-day  year  consisting  of twelve
30-day months) of 12% per annum from the date hereof (the "Issuance Date") until
the Maturity  Date,  subject to increase as provided  herein in certain  events.
Accrued  interest  on the  unpaid  principal  balance  hereof  shall be  payable
quarterly in arrears and on the Maturity Date or upon the earlier  conversion or
repayment  of this Note,  in each case in cash or shares of common  stock of the
Company (the "COMMON STOCK") at the option of the Holder,  as described  herein.
In no event shall any  interest  to be paid  hereunder  exceed the maximum  rate
permitted  by law. In any such event,  this Note shall  automatically  be deemed
amended to permit  interest  charges at an amount equal to, but no greater than,
the maximum rate permitted by law.

         1. OFFERING; SUBSCRIPTION AGREEMENT; PRIORITY.

         This Note was issued by the Company in an offering (the  "OFFERING") of
$250,000 aggregate principal amount of 12% Convertible Notes (collectively,  the
"NOTES"), which Notes are convertible into shares of Common Stock. In connection
with the Offering,  each  purchaser of Notes  (collectively,  the "HOLDERS") has
executed and delivered a Subscription Agreement (each a "SUBSCRIPTION AGREEMENT"
and collectively, the "SUBSCRIPTION Agreements") to the Company.


<PAGE>

         2. PAYMENTS.

         (a)      Subject to Section 8 hereof,  principal  of this Note shall be
due and  payable in full on the  Maturity  Date.  The  "MATURITY  DATE" shall be
December 31, 2004.

         (b)      (i)      Subject  to  Section  8  hereof  and the  immediately
following sentence, interest on this Note shall accrue from the date of issuance
hereof to, but  excluding,  the Maturity  Date, at the rate of 12% per annum and
shall be payable in arrears on March 31, 2004, June 31, 2004, September 31, 2004
(each an "INTEREST  PAYMENT DATE"),  and on the Maturity Date. In the event that
there shall be an Event of Default (as hereinafter defined),  from and after the
date of such Event of Default, interest on this Note shall accrue at the rate of
15% per annum.

                  (ii)     Subject to Section 8 hereof, upon written notice (the
"SHARE PAYMENT NOTICE") given by the Holder to the Company at least 30 days, but
not more than 60 days,  prior to any Interest Payment Date or the Maturity Date,
as applicable,  the interest on this Note payable on such Interest  Payment Date
or on the Maturity Date shall be paid by the Company on such date in the form of
shares of Common Stock.  In the event that the Share  Payment  Notice shall have
been timely  given with  respect to any  Interest  Payment  Date or the Maturity
Date, as applicable, the number of shares of Common Stock issuable to the Holder
in lieu of the cash  payment of  interest  on this Note due and  payable on such
date shall equal the  quotient of (A) divided by (B),  where (A) equals the cash
payment of interest on this Note due and payable on such  Interest  Payment Date
or the Maturity Date, as applicable,  and where (B) equals the Conversion  Price
(as hereinafter defined).

         (c)      If any Interest  Payment Date or the Maturity  Date falls on a
day that is not a Business  Day (as  defined  below),  the  payment  due on such
Interest Payment Date, or the Maturity Date, as applicable,  will be made on the
next  succeeding  Business Day with the same force and effect as if made on such
Interest  Payment Date or the Maturity Date, as the case may be.  "BUSINESS DAY"
means  any day  which  is not a  Saturday  or  Sunday  and is not a day on which
banking  institutions are generally authorized or obligated to close in the City
of New York, New York.

         (d)      The Company may, at its option  during the period  terminating
90 days from the date of  issuance  of this Note,  prepay all or any part of the
principal of this Note,  subject to the payment of the premium described in this
paragraph  (d).  All  payments  on this Note shall be  applied  first to accrued
interest hereon and the balance to the payment of principal hereof.  The penalty
for  prepayment  shall equal the product of (I)  multiplied  by (II),  where (I)
equals the sum of the  principal  amount of, and interest on, this Note to be so
prepaid, and where (II) equals 0.50.

         (e)      Payments of principal  and interest on this Note shall be made
by check sent to the Holder's  address set forth above or to such other  address
as the Holder may designate for such purpose from time to time by written notice
to the Company,  in such coin or currency of the United  States of America as at
the time of payment  shall be legal tender for the payment of public and private
debts.



                                      - 2 -
<PAGE>

         (f)      The obligations to make the payments provided for in this Note
are  absolute  and  unconditional  and  not  subject  to any  defense,  set-off,
counterclaim,  rescission,  recoupment,  or adjustment  whatsoever.  The Company
hereby  expressly   waives  demand  and  presentment  for  payment,   notice  of
non-payment,  notice of dishonor,  protest, notice of protest, bringing of suit,
and diligence in taking any action to collect any amount  called for  hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless of and without any notice,  diligence,  act, or
omission with respect to the collection of any amount called for hereunder.

         3.       RANKING OF NOTE.

         This Note  constitutes  senior  unsecured  indebtedness of the Company.
Notwithstanding  the  foregoing,  the payment of  principal  of, and accrued and
unpaid interest on, the Note is guaranteed pursuant to, and solely to the extent
of the Collateral  described in, the Guarantee and Security Agreement,  dated as
of December 31, 2003 (the "SECURITY AGREEMENT"),  between the Company and Orient
Financial Services Limited, Mr. Li Wing Kei and Emerging Growth Partners, Inc.

         4.       COVENANTS.

                  The Company covenants and agrees with the Holder that, so long
as any amount remains unpaid on the Notes,  unless the consent of the Holders of
a majority of the  principal  of the then  outstanding  Notes is  obtained,  the
Company:

         (a)      Shall not pay any  dividend  or make any  distribution  on, or
purchase,  redeem,  or retire,  any shares of its capital stock or any warrants,
options,  or other rights to reacquire any such shares,  except that the Company
may pay dividends payable solely in shares of its capital stock.

         (b)      Shall deliver to each Holder:

                  (i)      as soon as available, and in any event within 45 days
after the end of each of the first three quarterly fiscal periods of each fiscal
year of the Company,  consolidated  statements of income, retained earnings, and
cash flow of the Company,  for such period and for the period from the beginning
of the  respective  fiscal  year  to the  end of such  period,  and the  related
consolidated  balance sheet of the Company and its subsidiaries as at the end of
such period setting forth in the case of each such statement in comparative form
the corresponding  figures for the corresponding  period in the preceding fiscal
year,  accompanied  by a  certificate  of the  chief  financial  officer  of the
Company, which certificate shall state that (A) such financial statements fairly
present  in  all  material  respects  the  financial  position  and  results  of
operations of the Company and its subsidiaries, all in accordance with generally
accepted  accounting  principles   consistently  applied  (other  than  footnote
disclosures  to the  extent  permitted  by the  applicable  securities  laws and
related rules and regulations),  and (B) no Default (as hereinafter defined) has



                                     - 3 -
<PAGE>

occurred and is continuing or, if any Default has occurred and is continuing,  a
description thereof in reasonable detail and of the action the Company has taken
or proposes to take with respect thereto;

                  (ii)     as soon as available  and in any event within 90 days
after the end of each fiscal year of the  Company,  consolidated  statements  of
income,  retained  earnings,  and cash flow of the Company for such fiscal year,
and the related  consolidated  balance sheet of the Company and its subsidiaries
as at the end of such  fiscal  year,  setting  forth  in the  case of each  such
statement in comparative form the corresponding figures for the preceding fiscal
year, and  accompanied by (A) a report thereon of independent  certified  public
accountants  to the  Company,  which  opinion  shall  state that such  financial
statements present fairly, in all material respects,  the financial position and
results of operations  of the Company and its  subsidiaries  in conformity  with
generally  accepted  accounting  principles  consistently  applied,  and  (B)  a
certificate  of the chief  financial  officer  of the  Company  stating  that no
Default has  occurred and is  continuing  or, if any Default has occurred and is
continuing,  a description  thereof in  reasonable  detail and of the action the
Company has taken or proposes to take with respect thereto;

                  (iii)    promptly after the Company shall obtain  knowledge of
such,  written  notice  of  all  legal  or  arbitral  proceedings,  and  of  all
proceedings by or before any governmental or regulatory authority or agency, and
each  material  development  in  respect  of such  legal or  other  proceedings,
affecting  the  Company  and its  subsidiaries,  except  proceedings  which,  if
adversely  determined,  would not have a material  adverse effect on the Company
and its subsidiaries taken as a whole; and

                  (iv)     promptly after the Company shall obtain  knowledge of
the  occurrence  of any Event of Default (as  hereinafter  defined) or any event
which with notice or lapse of time or both would  become an Event of Default (an
Event of Default or such other event  being a  "DEFAULT"),  a notice  specifying
that such  notice is a "NOTICE  OF  DEFAULT"  and  describing  such  Default  in
reasonable  detail,  and,  in such  Notice of Default or as soon  thereafter  as
practicable,  a  description  of the action the Company has taken or proposes to
take with respect thereto.

         (c)      The Company shall perform all obligations, and comply with the
side letter, dated December 31, 2003, from the Company to the Holder.

         5.       EVENTS OF DEFAULT.

         The occurrence of any of the following events shall constitute an event
of default (an "EVENT OF Default"):

         (a)      A default in the payment of the  principal  on any Note,  when
and as the same shall become due and payable; or



                                     - 4 -
<PAGE>

         (b)      A default in the payment of any interest on any Note, when and
as the same shall become due and payable,  which default shall continue for five
business days after the relevant  Interest  Payment  Date,  subject to paragraph
2(c) hereof; or

         (c)      A  default  in the  performance,  or a  breach,  of any of the
covenants  of the Company  contained  in this Note or  contained in the Security
Agreement and the  continuance of such default or breach for a period of 30 days
after  receipt of notice  from the Holder as to such breach or after the Company
had or should have had knowledge of such breach; or

         (d)      Any  representation,  warranty,  or certification  made by the
Company  pursuant to this Note,  the  Subscription  Agreements,  or the Security
Agreement  shall prove to have been false or  misleading  as of the date made in
any material respect; or

         (e)      A final  judgment  or  judgments  for the  payment of money in
excess of $1,000,000 in the aggregate  shall be rendered  against the Company by
one or more courts,  administrative or arbitral tribunals or other bodies having
jurisdiction  and the same shall not be discharged  (or  provision  shall not be
made for such discharge),  or a stay of execution thereof shall not be procured,
within 60 days from the date of entry thereof and the Company shall not,  within
such 60-day  period,  or such longer period  during which  execution of the same
shall have been stayed,  appeal therefrom and cause the execution  thereof to be
stayed during such appeal; or

         (f)      The entry of a decree or order by a court having  jurisdiction
adjudging  the Company  bankrupt or insolvent,  or approving a petition  seeking
reorganization,  arrangement, adjustment, or composition of or in respect of the
Company, under federal bankruptcy law, as now or hereafter  constituted,  or any
other applicable federal or state bankruptcy,  insolvency, or other similar law,
and the  continuance  of any such decree or order  unstayed  and in effect for a
period of 60 days; or the  commencement by the Company of a voluntary case under
federal bankruptcy law, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency, or other similar law, or the consent by
it to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under federal  bankruptcy law or any other  applicable  federal or state law, or
the  consent by it to the filing of such  petition  or to the  appointment  of a
receiver,  liquidator,  assignee, trustee,  sequestrator, or similar official of
the Company or of any substantial  part of its property,  or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its  inability  to pay its debts  generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or

         (g)      The Company shall have its Common Stock suspended from trading
on, or delisted  from,  the Principal  Trading  Market for in excess of ten (10)
trading days.

         6.       REMEDIES UPON DEFAULT.

         (a)      Upon the  occurrence  of an Event of  Default  referred  to in
Section 5(f), the principal amount then outstanding of, and the accrued interest
on, this Note, together with the


                                     - 5 -
<PAGE>

Default Penalty (as hereinafter defined), shall automatically become immediately
due and payable without  presentment,  demand,  protest, or other formalities of
any kind,  all of which are hereby  expressly  waived by the  Company.  Upon the
occurrence  of an Event of  Default  referred  to in  Section  5(a) or (b),  the
Holder,  by notice in  writing  given to the  Company,  may  declare  the entire
principal  amount then  outstanding of, and the accrued  interest on, this Note,
together with the Default Penalty, to be due and payable  immediately,  and upon
any such  declaration the same shall become and be due and payable  immediately,
without presentation,  demand, protest, or other formalities of any kind, all of
which are expressly  waived by the Company.  Upon the  occurrence of an Event of
Default other than one referred to in Sections  5(a), (b) or (f), the Holders of
not less than 50% in principal amount of then  outstanding  Notes (excluding any
Notes held by or for the account of the Company or any affiliate of the Company)
may declare the principal  amount then  outstanding of, and the accrued interest
on,  the  Notes,  together  with  the  Default  Penalty,  to be due and  payable
immediately,  and upon such  declaration  the same shall  become due and payable
immediately, without presentation,  demand, protest, or other formalities of any
kind,  all of which are  expressly  waived by the Company.  For purposes of this
Note, the term "DEFAULT  PENALTY" shall mean the product of (I) and (II),  where
(I) equals the sum of the principal  amount then outstanding of, and the accrued
interest on, this Note through the date of such Event of Default,  and where (B)
equals 0.30. At the option of the Holder by written  notice to the Company,  the
payment of the principal  amount then  outstanding of, and the accrued  interest
on,  this Note,  together  with the  Default  Penalty,  may be paid in shares of
Common Stock at the Conversion Price.

         (b)      The Holder may institute such actions or proceedings in law or
equity as it shall  deem  expedient  for the  protection  of its  rights and may
prosecute  and enforce  its claims  against  all assets of the  Company,  and in
connection with any such action or proceeding  shall be entitled to receive from
the Company payment of the principal  amount of this Note plus accrued  interest
to the date of  payment  plus  reasonable  expenses  of  collection,  including,
without limitation, reasonable attorneys' fees and expenses.

         7.       TRANSFER.

         (a)      Any Notes  issued  upon the  transfer  of this  Note  shall be
numbered  and shall be  registered  in a Note  Register as they are issued.  The
Company shall be entitled to treat the registered holder of any Note on the Note
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize  any  equitable or other claim to or interest in such Note on the part
of any other person, and shall not be liable for any registration or transfer of
Notes which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is  committing  a breach of trust in  requesting  such  registration  or
transfer,  or with the  knowledge of such facts that its  participation  therein
amounts to bad faith. Subject to applicable law, this Note shall be transferable
only on the books of the Company  upon  delivery  thereof  duly  endorsed by the
Holder or by his duly authorized  attorney or representative,  or accompanied by
proper  evidence of  succession,  assignment,  or authority to transfer.  In all
cases of transfer by an attorney,  executor,  administrator,  guardian, or other
legal representative,  duly authenticated evidence of his or its



                                     - 6 -
<PAGE>

authority  shall be produced.  Upon any  registration  of transfer,  the Company
shall deliver a new Note or Notes to the person entitled thereto.  This Note may
be exchanged,  at the option of the Holder  thereof,  for another Note, or other
Notes  of  different  denominations,  of  like  tenor  and  representing  in the
aggregate a like  principal  amount,  upon  surrender to the Company or its duly
authorized  agent.  Notwithstanding  the  foregoing,  the Company  shall have no
obligation  to cause Notes to be  transferred  on its books to any person if, in
the opinion of counsel to the Company,  such  transfer  does not comply with the
provisions of the Securities Act and the rules and regulations thereunder.

         (b)      The  Holder  acknowledges  that  he has  been  advised  by the
Company that this Note has not been  registered  under the Securities  Act, that
this Note is being issued on the basis of the  statutory  exemption  provided by
Section  4(2)  of the Act or  Regulation  D  promulgated  thereunder,  or  both,
relating to  transactions  by an issuer not involving any public  offering,  and
that the Company's  reliance  thereon is based in part upon the  representations
made by the original  Holder in the  original  Holder's  Subscription  Agreement
executed and delivered in accordance with the terms of the Offering.  The Holder
acknowledges  that he has been  informed  by the  Company  of,  or is  otherwise
familiar with, the nature of the  limitations  imposed by the Securities Act and
the  rules  and  regulations  thereunder  on  the  transfer  of  securities.  In
particular,  the Holder agrees that no sale, assignment or transfer of this Note
shall be valid or  effective,  and the Company shall not be required to give any
effect  to  any  such  sale,  assignment  or  transfer,  unless  (i)  the  sale,
assignment,  or transfer of this Note is registered under the Securities Act, it
being  understood  that this Note is not currently  registered for sale and that
the Company has no  obligation  or intention  to so register the Notes,  or (ii)
this  Note  is  sold,  assigned,  or  transferred  in  accordance  with  all the
requirements and limitations of Rule 144 under the Act, it being understood that
Rule 144 is not available at the time of the original  issuance of this Note for
the sale of this  Note and that  there can be no  assurance  that Rule 144 sales
will be available at any  subsequent  time, or (iii) such sale,  assignment,  or
transfer is otherwise exempt from registration under the Securities Act.

         8.       CONVERSION.

         (a)      (i)      Subject to Section 2(b) hereof,  the Holder may elect
to receive the  principal  amount of this Note due and  payable on the  Maturity
Date, or any payment of interest thereon due on any Interest Payment Date or the
Maturity Date, in each case in shares of Common Stock

                  (ii)     At any time on or after the  Issue  Date and prior to
the time  this  Note is paid in full in  accordance  with its  terms  (including
without  limitation after the Maturity Date and after the occurrence of an Event
of  Default,  as defined  above),  the Holder of this Note is  entitled,  at its
option,  subject to the following  provisions of this Section 8, to convert this
Note at any time into shares of Common Stock at the Conversion Price (as defined
below).

         (b)      The number of shares of Common Stock to be delivered upon such
conversion  shall equal the quotient of (A) divided by (B), where (A) equals the
principal  amount of, and





                                     - 7 -
<PAGE>

accrued but unpaid  interest on, this Note,  and where (B) equals the Conversion
Price.  For purposes of this Note,  the term  "CONVERSION  PRICE" shall mean the
product of (X) multiplied by (Y), where (X) equals the average closing price for
the three trading days  immediately  prior to such Interest  Payment Date or the
Maturity  Date, as applicable,  in the case of conversions  referenced in clause
(a)(i) of this  Section 8, or the three  trading days  immediately  prior to the
date of the relevant Notice of Conversion (as  hereinafter  defined) in the case
of  conversions  referenced  in clause  (a)(ii) of this Section 8, and where (Y)
equals  0.40,  provided,  however,  in no event  shall the  Conversion  Price be
greater than $1.00.

         (c)      Conversion   shall  be  effectuated  by  faxing  a  Notice  of
Conversion  to the  Company  as  provided  in  this  paragraph.  The  Notice  of
Conversion  shall be executed by the Holder of this Note and shall evidence such
Holder's  intention to convert this  Debenture or a specified  portion hereof in
the form annexed  hereto as Exhibit A. If paid in Common  Stock as  contemplated
hereby, accrued and unpaid interest from the Issue Date to the relevant Interest
Payment Date shall be paid in Common Stock at the Conversion Price applicable as
of such Interest  Payment  Date.  No fractional  shares of Common Stock or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded to the nearest whole share.  The date on which
notice of conversion is given (the "CONVERSION  DATE") shall be deemed to be the
date on which the Holder  faxes or  otherwise  delivers  the  conversion  notice
("NOTICE OF CONVERSION") to the Company so that it is received by the Company on
or before such specified date,  provided that, if such conversion  would convert
the entire  remaining  principal of this Debenture,  the Holder shall deliver to
the Company the original Notes being  converted no later than three (3) business
days  thereafter.  Facsimile  delivery  of the  Notice  of  Conversion  shall be
accepted  by the Company at  facsimile  number:  #852  27589061,  Attention  Mr.
Chung-Lun  Yang.  Certificates  representing  shares of Common Stock upon issued
conversion in whole or in part of the Notes ("CONVERSION CERTIFICATES") shall be
delivered  to the Holder at the address  specified  in the Notice of  Conversion
(which may be the Holder's address set forth herein or a different address), via
express courier, by electronic transfer or otherwise,  within three (3) business
days (such third business day, the "DELIVERY  DATE") after the date on which the
Notice of  Conversion  is  delivered  to the  Company  as  contemplated  in this
paragraph  (c),  and, if interest is paid in the form of shares of Common Stock,
the Interest  Payment  Date.  The Holder shall be deemed to be the holder of the
shares  issuable  thereto in accordance with the provisions of this Section 8(c)
on the Conversion Date.

         9.       MISCELLANEOUS.

         (a)      Any notice or other communication  required or permitted to be
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return  receipt  requested,  or by  Federal  Express,  Express  Mail or  similar
overnight  delivery or courier  service or delivered  (in person or by telecopy,
telex or similar  telecommunications  equipment) against receipt to the party to
whom it is to be given,  (i) if to the Company,  at its  address,  B24-B27,1/F.,
Block B, Proficient  Industrial  Centre, 6 Wang Kwun Road,  Kowloon,  Hong Kong,
Attention:  President,  (ii) if to the  Holder,  at its address set forth on the
first page hereof,  or (iii) in either case,  to such other address as the party
shall have  furnished  in  writing in  accordance  with the  provisions  of this
Section 9(a).




                                     - 8 -
<PAGE>

Notice to the estate of any party shall be  sufficient if addressed to the party
as provided in this Section  9(a).  Any notice or other  communication  given by
certified  mail  shall be  deemed  given at the time of  certification  thereof,
except for a notice  changing a party's  address  which shall be deemed given at
the time of receipt  thereof.  Any notice given by other means permitted by this
Section 8(a) shall be deemed given at the time of receipt thereof.

         (b)      Upon  receipt of evidence  satisfactory  to the Company of the
loss, theft, destruction, or mutilation of this Note (and upon surrender of this
Note if  mutilated),  the Company  shall execute and deliver to the Holder a new
Note of like date, tenor, and denomination.

         (c)      No course of dealing  and no delay or  omission on the part of
the Holder in exercising  any right or remedy shall operate as a waiver  thereof
or otherwise prejudice the Holder's rights, powers or remedies. No right, power,
or remedy conferred by this Note upon the Holder shall be exclusive of any other
right, power, or remedy referred to herein or now or hereafter available at law,
in equity,  by statute or  otherwise,  and all such  remedies  may be  exercised
singly or concurrently.

         (d)      This Note may be amended only by a written instrument executed
by the Company and the Holder hereof.  Any amendment shall be endorsed upon this
Note, and all future Holders shall be bound thereby.

         (e)      This Note has been  negotiated and consummated in the State of
New York and shall be governed by, and construed in accordance with, the laws of
the State of New York, without giving effect to principles  governing  conflicts
of law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                     - 9 -
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be executed and
dated the day and year first above written.

                                        ACL SEMICONDUCTORS INC.

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

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE-WRITTEN:

PROFESSIONAL TRADERS FUND LLC

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



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<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF
                    12% SENIOR SUBORDINATED CONVERTIBLE NOTE
                              DUE DECEMBER __, 2004
     (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT THE NOTE)

FROM:___________________________________________________________ ("Holder")

DATE:___________________________________________________ (the "Conversion Date")


RE:      Conversion of the 12% Senior Subordinated Convertible Note Due December
         __, 2004 (the "Note") of ACL  SEMICONDUCTORS  INC. (the "Company") into
         shares (the "Conversion Shares") of Common Stock (defined below)

         The captioned  Holder  hereby gives notice to the Company,  pursuant to
the Note of ACL SEMICONDUCTORS INC. that the Holder elects to do the following:

CHECK ONE:

         __       receive  the  interest on the Note due and payable on the next
                  Interest Payment Date or the Maturity Date, as applicable,  in
                  the form of shares of common stock, par value $0.001 per share
                  (the  "Common  Stock"),  pursuant  to  Section  2 and  Section
                  8(a)(i) of the Note;

         __       receive  the  principal  amount of the Note due and payable on
                  the  Maturity  Date in the  form of  shares  of  Common  Stock
                  pursuant to Section 2 and Section 8(a)(i) of the Note; or

         __       convert the Note into fully paid and non-assessable  shares of
                  Common Stock as of the Conversion Date specified above.

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<PAGE>

Such conversion  shall be based on the Conversion Price determined in accordance
with the Note.

                                        ---------------------------------------
                                        (PRINT NAME OF HOLDER)

                                        BY:
                                            -----------------------------------
                                            (SIGNATURE OF AUTHORIZED PERSON)


                                        ---------------------------------------
                                        (PRINTED NAME AND TITLE)







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