NOTE SUBSCRIPTION

                                                               December 31, 2003

To the Board of Directors of ACL SEMICONDUCTORS INC.:

         The undersigned hereby subscribes for US$250,000 aggregate principal
amount of 12% Convertible Notes (the "NOTES") of ACL SEMICONDUCTORS INC., a
Delaware corporation (the "COMPANY"), which Notes are substantially in the form
of Annex A hereto, and agrees to pay therefor a total consideration equal to
US$250,000 in cash.

         The undersigned hereby agrees, represents, and warrants that:

         (1)      It is acquiring the Notes and the shares of common stock of
                  the Company issuable upon the conversion thereof (the
                  "CONVERSION SHARES") for its own account (and not for the
                  account of others) for investment and not with a view to the
                  distribution or resale thereof;

         (2)      By virtue of its position, it has access to the same kind of
                  information which would be available in a registration
                  statement filed under the Securities Act of 1933, as amended
                  (the "SECURITIES ACT"), has conducted its own due diligence
                  review of the Company, including, without limitation, a review
                  of the documents heretofore filed by the Company with the
                  United States Securities and Exchange Commission, and has had
                  the opportunity to ask question of, and receive answers from,
                  the Company in connection therewith;

         (3)      It is a sophisticated investor and an "accredited investor,"
                  as defined in Rule 501 of Regulation D under the Securities
                  Act;

         (4)      It understands that it may not sell or otherwise dispose of
                  the Notes or the Conversion Shares in the absence of either an
                  effective registration statement under the Securities Act or
                  an exemption from the registration provisions of the
                  Securities Act;

         (5)      The  Note and the  certificates  representing  the  Conversion
                  Shares may contain a legend to the effect of (4) above; and

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         (6)      It has reviewed the form of Note, the form of Guarantee and
                  Security Agreement attached hereto as Annex B, the form of
                  Escrow Agreement attached hereto as Annex C, the form of
                  Instructions to the Transfer Agent attached hereto as Annex D,
                  the form of Opinion of Reitler Brown LLC , corporate and
                  securities counsel to the Company attached hereto as Annex E,
                  the form of Side Letter attached hereto as Annex F and are
                  satisfied with the form and substance thereof.

                                         Very truly yours,

                                         PROFESSIONAL TRADERS FUND, LLC

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

ACCEPTED AS OF THE DATE SET FORTH ABOVE:

ACL SEMICONDUCTORS INC.

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