ACL SEMICONDUCTORS INC.
                             B24-B27,1/F., BLOCK B,
                          PROFICIENT INDUSTRIAL CENTRE
                                6 WANG KWUN ROAD
                               KOWLOON, HONG KONG

                                                     December 31, 2003

Professional Traders Fund, LLC
990 Stewart Avenue
Suite 420
Garden City, New York 11530

Gentlemen:

         In order to induce 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, Attn: Mark K. Swickle, Manager (the
"INVESTOR") to enter into, and perform its obligations under and pursuant to,
the Note Subscription, dated December 31, 2003 (the "SUBSCRIPTION"), to which
this letter is attached as Annex F, ACL Semiconductors Inc., a Delaware
corporation (the "COMPANY") hereby agrees as follows:

         i.       From the proceeds of the loan evidenced by the Note attached
as Annex A to the Subscription (the "Note"), the Investor shall be entitled to
retain, and immediately direct the payment of the following: (a) fees of counsel
to the Investor ("INVESTOR COUNSEL") and its out-of-pocked expenses in the
amount of the lesser of $5,000 or the actual fees theretofore billed to the
Investor in connection with the transactions contemplated by, and in connection
with, the Subscription and the documents annexed thereto; (b) fees and expenses
of the independent auditor to the Company in such amount as such auditor and the
Company shall agree; and (c) fees and expenses of Reitler Brown LLC, counsel to
the Company ("RB"), as evidenced by an invoice delivered by such counsel at or
prior to the closing of the funding of such Note;

         ii.      In the event that the fees and expenses of Investor Counsel
referenced in clause (i)(a) shall exceed $5,000, the Company shall pay such
additional fees and expenses up to a maximum of $2,000.

         iii.     As an alternative to clause (i)(c), the Investor may fund the
gross proceeds of the Note, less the amounts otherwise deducted therefrom
pursuant to clause (i)(a) and clause (i)(b) hereof, to an escrow account
maintained by RB.

         iv.      The Company hereby grants to the Investor a right of first
refusal to provide additional funding to the Company as set forth in EXHIBIT A
hereto.





<PAGE>

         v.       The Company  represents and warrants to the Investor as of the
closing date of the transactions  contemplated by the Subscription (the "CLOSING
DATE") that,  except as otherwise  provided in the  Disclosure  Letter  attached
hereto as Exhibit B or in the documents (the "SEC  DOCUMENTS")  heretofore filed
by the Company with the United States  Securities and Exchange  Commission  (the
"SEC"):

                  a.       RIGHTS OF OTHERS  AFFECTING THE  TRANSACTIONS.  There
are no preemptive rights of any stockholder of the Company,  as such, to acquire
the Note or the shares (the "CONVERSION  SHARES") of common stock of the Company
(the "COMMON  STOCK")  issuable upon the  conversion of the Note. No party has a
currently exercisable right of first refusal which would be applicable to any or
all of the transactions contemplated by the Subscription.

                  b.       STATUS.  The Company is a corporation duly organized,
validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign  corporation to do business and is in good standing in each jurisdiction
where the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  other than those jurisdictions in which the failure to
so  qualify  would  not have or  result  in a  material  adverse  effect  on the
business,  prospects,  financial  condition,  or  results of  operations  of the
Company and its subsidiary taken as a whole (a "MATERIAL ADVERSE  EFFECT").  The
Company  has  registered  its  Common  Stock  pursuant  to Section 12 of, and is
obligated  to file  reports  pursuant  to Section  13 or  Section  15(d) of, the
Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The Common
Stock is listed and quoted on the over-the-counter Bulletin Board (the "OTCBB").
The Company has received no notice,  either oral or written, with respect to the
continued  eligibility of the Common Stock for such listing and quotation on the
OTCBB,  and the  Company has  maintained  all  requirements  on its part for the
continuation of such listing and quotation.

                  c.       AUTHORIZED  SHARES.  The authorized  capital stock of
the  Company  consists  of (i)  50,000,000  shares  of  Common  Stock,  of which
approximately  27,829,936  are  outstanding,   and  (ii)  20,000,000  shares  of
preferred stock, of which none are outstanding as of the date hereof. All issued
and  outstanding  shares of Common Stock have been duly  authorized  and validly
issued  and are  fully  paid and  non-assessable.  The  Company  has  sufficient
authorized and unissued shares of Common Stock as may be necessary to effect the
issuance of the  Conversion  Shares.  As of the Closing Date,  the Notes and the
Conversion  Shares shall have been duly  authorized by all  necessary  corporate
action on the part of the Company, and the Conversion Shares, when issued on the
conversion of, or as interest on, the Note in accordance with its terms, will be
duly and validly issued,  fully paid and non-assessable and will not subject the
Investor to personal liability by reason thereof.

                  d.       TRANSACTION  AGREEMENTS AND STOCK. This Agreement and
the Subscription,  and the transactions  contemplated  hereby and thereby,  have
been duly and validly  authorized by the Company,  this  Agreement has been duly
executed and delivered




<PAGE>

by the Company and this  Agreement is, and the Note and the  Subscription,  when
executed and  delivered  by the  Company,  will be,  legal,  valid,  and binding
agreements of the Company enforceable in accordance with their respective terms,
subject as to enforceability to general  principles of equity and to bankruptcy,
insolvency,  moratorium,  and other similar laws  affecting the  enforcement  of
creditors' rights generally.

                  e.       NON-CONTRAVENTION. The execution and delivery of this
Agreement and the Subscription by the Company,  the issuance of the Note and the
Conversion Shares in accordance with the terms of the Note, and the consummation
by the Company of the other  transactions  contemplated by this  Agreement,  the
Subscription,  and the Note do not and will not  conflict  with or  result  in a
breach by the  Company of any of the terms or  provisions  of, or  constitute  a
default under (i) the  certificate of  incorporation  or by-laws of the Company,
each as currently in effect,  (ii) any indenture,  mortgage,  deed of trust,  or
other  material  agreement or  instrument  to which the Company is a party or by
which it or any of its  properties  or assets are bound,  including  any listing
agreement  for the Common  Stock  except as herein  set  forth,  or (iii) to its
knowledge,  any existing  applicable  law, rule, or regulation or any applicable
decree,  judgment,  or  order  of any  court,  United  States  federal  or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company or any of its  properties or assets,  except such
conflict, breach or default which would not have or result in a Material Adverse
Effect.

                  f.       FILINGS.   None  of  the   Company's   SEC  Documents
contained,  at the time they were filed, any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements  made therein in light of the  circumstances  under which
they were made, not misleading. Since the closing of the acquisition of Atlantic
Components  Ltd.  ("ATLANTIC") by the Company on September 30, 2003, the Company
has timely filed all requisite  forms,  reports and exhibits thereto required to
be filed by the Company with the SEC,  except for the  Quarterly  Report on Form
10-Q for the three months ended  September 30, 2003,  which the Company filed on
November  28,  2003,  the Form 8-K filed by the Company on October 16, 2003 (the
"FORM 8-K") and the amendment to the Form 8-K to contain the pro forma financial
statements relating to the Atlantic  Transaction which the Company  contemplates
filing prior to December 31, 2003.

                  g.       ABSENCE  OF  CERTAIN  CHANGES.  Since the date of the
last financial statements (the "LAST FINANCIAL STATEMENTS") of Atlantic included
in the SEC Documents,  there has been no material adverse change and no Material
Adverse  Effect,  except as disclosed in the Company's SEC Documents.  Since the
date of the Last Financial  Statements,  except as provided in the Company's SEC
Documents,  the Company has not (i)  incurred or become  subject to any material
liabilities (absolute or contingent) except liabilities incurred in the ordinary
course of business consistent with past practices;  (ii) discharged or satisfied
any material lien or  encumbrance  or paid any material  obligation or liability
(absolute or contingent),  other than current  liabilities  paid in the ordinary
course of business  consistent with past  practices;  (iii) declared or made any
payment or distribution  of cash or other property to shareholders  with respect
to its capital stock, or


<PAGE>

purchased or redeemed,  or made any agreements to purchase or redeem, any shares
of its capital  stock;  (iv) sold,  assigned or  transferred  any other tangible
assets,  or canceled  any debts owed to the Company by any third party or claims
of the  Company  against  any  third  party,  except in the  ordinary  course of
business consistent with past practices;  (v) suffered any substantial losses or
waived any rights of material  value,  whether or not in the ordinary  course of
business, or suffered the loss of any material amount of existing business; (vi)
made any changes in  compensation  to senior  employees,  except in the ordinary
course of business  consistent  with past  practices;  or (vii)  experienced any
material  problems with labor or  management  in  connection  with the terms and
conditions of their employment.

                  h.       FULL  DISCLOSURE.   To  the  best  of  the  Company's
knowledge,  there is no fact known to the Company  (other than general  economic
conditions  known to the public  generally or as disclosed in the  Company's SEC
Documents)  that has not been  disclosed in writing to the  Investor  that would
reasonably be expected to have or result in a Material Adverse Effect.

                  i.       ABSENCE  OF  LITIGATION.  There is no  action,  suit,
proceeding,  inquiry or  investigation  before or by any court,  public board or
body  pending  or,  to the  knowledge  of the  Company,  threatened  against  or
affecting the Company before or by any governmental authority or nongovernmental
department,  commission,  board, bureau,  agency or instrumentality or any other
person, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect or which would  adversely  affect the validity or  enforceability
of, or the authority or ability of the Company to perform its obligations under,
this  Agreement or the  Subscription,  or any documents  contemplated  hereby or
thereby or in connection herewith or therewith.  The Company is not aware of any
valid basis for any such claim that  (either  individually  or in the  aggregate
with all other such events and  circumstances)  could  reasonably be expected to
have a  Material  Adverse  Effect.  There  are  no  outstanding  or  unsatisfied
judgments,  orders,  decrees,  writs,  injunctions or  stipulations to which the
Company  is a party or by  which  it or any of its  properties  is  bound,  that
involve the transaction  contemplated herein or that, alone or in the aggregate,
could reasonably be expect to have a Material Adverse Effect.

                  j.       ABSENCE OF EVENTS OF DEFAULT. Except as otherwise set
forth herein,  no event of default (or its equivalent  term),  as defined in the
respective  material  agreement  to which the  Company is a party,  and no event
which, with the giving of notice or the passage of time or both, would become an
event of default (or its equivalent term) (as so defined in such agreement), has
occurred and is continuing, which would have a Material Adverse Effect.

                  k.       ABSENCE OF CERTAIN  COMPANY CONTROL PERSON ACTIONS OR
EVENTS.  Based on  information  provided to the Company by the affiliates of the
Company  at the  date  hereof  (the  "COMPANY  AFFILIATES"),  to the best of the
Company's knowledge, none of the following has occurred during the past five (5)
years with respect to a Company Affiliate:

<PAGE>

         (1)  A  petition  under  the  federal  bankruptcy  laws  or  any  state
         insolvency law was filed by or against, or a receiver,  fiscal agent or
         similar  officer was  appointed by a court for the business or property
         of such Company Affiliate, or any partnership in which he was a general
         partner at or within two years before the time of such  filing,  or any
         corporation  or  business  association  of  which  he was an  executive
         officer at or within two years before the time of such filing;

         (2) Such Company Affiliate was convicted in a criminal proceeding or is
         a named subject of a pending  criminal  proceeding  (excluding  traffic
         violations and other minor offenses);

         (3) Such Company  Affiliate  was the subject of any order,  judgment or
         decree, not subsequently  reversed,  suspended or vacated, of any court
         of competent  jurisdiction,  permanently or  temporarily  enjoining him
         from, or otherwise limiting, the following activities:

                  (i) acting, as an investment  advisor,  underwriter,
                  broker or dealer in securities,  or as an affiliated
                  person,  director  or  employee  of  any  investment
                  company,  bank,  savings  and  loan  association  or
                  insurance company, as a futures commission merchant,
                  introducing   broker,   commodity  trading  advisor,
                  commodity  pool  operator,  floor broker,  any other
                  person  regulated by the Commodity  Futures  Trading
                  Commission ("CFTC") or engaging in or continuing any
                  conduct  or   practice  in   connection   with  such
                  activity;

                  (ii) engaging in any type of business practice; or

                  (iii)  engaging in any activity in  connection  with
                  the purchase or sale of any security or commodity or
                  in connection with any violation of federal or state
                  securities laws or federal commodities laws;

         (4) Such Company  Affiliate  was the subject of any order,  judgment or
         decree, not subsequently reversed, suspended or vacated, of any federal
         or state authority  barring,  suspending or otherwise limiting for more
         than 60 days the  right of such  Company  Affiliate  to  engage  in any
         activity  described in paragraph (3) above,  or to be  associated  with
         persons engaged in any such activity; or

         (5)  Such  Company   Affiliate  was  found  by  a  court  of  competent
         jurisdiction  in a civil action or by the CFTC or SEC to have  violated
         any federal or state  securities  law,  and the  judgment in such civil
         action  or  finding  by the  CFTC  or SEC  has  not  been  subsequently
         reversed, suspended, or vacated.

                  l.       NO UNDISCLOSED  LIABILITIES OR EVENTS. To the best of
the Company's  knowledge,  the Company has no liabilities  or obligations  other
than those


<PAGE>

disclosed in this  Agreement or the Company's SEC Documents or those incurred in
the  ordinary  course  of the  Company's  business  since  the  date of the Last
Financial Statements, or which individually or in the aggregate, do not or would
not have a Material Adverse Effect.  No event or  circumstances  has occurred or
exists with  respect to the  Company or its  properties,  business,  operations,
condition  (financial or  otherwise),  or results of  operations,  which,  under
applicable law, rule or regulation,  requires public  disclosure or announcement
prior to the date  hereof by the  Company  but  which  has not been so  publicly
announced or disclosed. Except for proposals to amend the name of the Company to
"ACL Semiconductors  Inc.", there are no proposals currently under consideration
or currently  anticipated to be under consideration by the Board of Directors or
the  executive  officers  of the  Company  which  proposal  would (x) change the
certificate  of  incorporation  or other  charter  document  or  by-laws  of the
Company,  each as currently  in effect,  with or without  stockholder  approval,
which change would reduce or otherwise adversely affect the rights and powers of
the stockholders of the Common Stock or (y) materially or  substantially  change
the  business,  assets or capital of the  Company,  including  its  interests in
subsidiaries.

                  m.       NO  DEFAULT.  Neither  the  Company  nor  any  of its
subsidiaries  is in default in the  performance  or  observance  of any material
obligation,   agreement,   covenant  or  condition  contained  in  any  material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property is bound.

                  n.       NO INTEGRATED  OFFERING.  Neither the Company nor any
Company Affiliates nor any person acting on its or their behalf has, directly or
indirectly, at any time since September 30, 2003, made any offer or sales of any
security or solicited any offers to buy any security  under  circumstances  that
would  eliminate the  availability  of the  exemption  from  registration  under
Regulation  D in  connection  with  the  offer  and  sale  of the  Note  and the
Conversion Shares as contemplated hereby.

                  o.       DILUTION. The number of shares issuable on conversion
of the Note may have a dilutive  effect on the ownership  interests of the other
stockholders  (and  persons  having  the  right to become  stockholders)  of the
Company.  The Company's  executive officers and directors have studied and fully
understand  the nature of the Note and recognize that they have such a potential
dilutive  effect.  The Board of Directors of the Company has  concluded,  in its
good faith business judgment that, such issuance is in the best interests of the
Company. The Company specifically  acknowledges that its obligation to issue the
Conversion  Shares upon  conversion  of the Note is binding upon the Company and
enforceable  regardless  of the dilution such issuance may have on the ownership
interests of other shareholders of the Company,  and the Company will honor such
obligations,  including  honoring every Notice of Conversion (as contemplated by
the Note) unless the Company is subject to an injunction  (which  injunction was
not sought by the Company) or other legal or regulatory restriction  prohibiting
the Company from doing so.

                  p.       FEES TO BROKERS,  FINDERS  AND OTHERS.  Except as set
forth in EXHIBIT B hereto,  there are no finder's or similar fees or commissions
payable in connection with



<PAGE>

the transactions contemplated hereby or by the Subscription. Investor shall have
no obligation with respect to such fees or with respect to any claims made by or
on behalf of other  persons for fees of a type  contemplated  in this  paragraph
that may be due in connection with the  transactions  contemplated  hereby or by
the  Subscription.  The Company  shall  indemnify  and hold harmless each of the
Investor, its employees,  officers,  directors,  agents, and partners, and their
respective  affiliates,  from and  against all claims,  losses,  damages,  costs
(including the costs of preparation and attorney's  fees) and expenses  suffered
in respect of any such claimed or existing fees, as and when incurred.

                  q.       CONFIRMATION.   The   Company   confirms   that   all
statements  of the Company  contained  herein shall  survive  acceptance of this
Agreement  by the  Investor.  The Company  agrees  that,  if any events occur or
circumstances  exist  prior to the  Closing  Date,  which  would make any of the
Company's representations, warranties, agreements or other information set forth
herein materially  untrue or materially  inaccurate as of such date, the Company
shall immediately notify the Investor (directly or through its counsel,  if any)
in writing  prior to such date of such fact,  specifying  which  representation,
warranty or covenant is affected and the reasons therefor.

         vi.      A registration  statement registering under the Securities Act
of 1933, as amended (the "SECURITIES ACT"), the resale of such of the Conversion
Shares  as are  "restricted  securities"  (as  defined  in Rule  144  under  the
Securities  Act) shall be filed by the Company  within 60-days of the funding of
the Note. The Company  agrees to use  commercially  reasonable  efforts to cause
such  registration  statement to be declared  effective under the Securities Act
within 150 days of the  funding of the Note.  Should  the  Company  fail to meet
either of such  timelines,  a 1% penalty  per month on the funded  amount of the
Note (the  "PENALTY")  will be levied against the Company.  At the discretion of
the  Company,  payment may be issued to the Investor in either cash or in Common
Stock at a rate equal to the average  closing price of the previous five trading
days.

         vii.     The Company further agrees as follows:

                  a.       GOVERNING  LAW;   VENUE.   This  Agreement  shall  be
governed by, and  interpreted  in accordance  with, the laws of the State of New
York for  contracts  to be wholly  performed  in such state and  without  giving
effect to the  principles  thereof  regarding the conflict of laws.  Each of the
parties  consents to the  exclusive  jurisdiction  of the federal  courts  whose
districts  encompass any part of the City of New York or the state courts of the
State of New York sitting in the City of New York in connection with any dispute
arising under this Agreement,  the  Subscription,  or any of the other documents
contemplated  hereby or thereby or in  connection  herewith  or  therewith,  and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  FORUM  NON  CONVENIENS,  to the  bringing  of any such
proceeding in such  jurisdictions.  To the extent  determined by such court, the
Company  shall  reimburse  the  Investor  for  any  reasonable  legal  fees  and
disbursements incurred by the Investor in enforcement of or protection of any of
its rights under any of the foregoing agreements or documents.


<PAGE>

                  b.       WAIVER. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.

                  c.       SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the  benefit of and be binding  upon the  successors  and assigns of each of the
parties hereto.

                  d.       PRONOUNS;  GENDER.  All pronouns  and any  variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
context may require.

                  e.       FACSIMILE  SIGNATURES.  A facsimile  transmission  of
this signed Agreement shall be legal and binding on all parties hereto.

                  f.       COUNTERPARTS.  This Agreement may be signed in one or
more counterparts, each of which shall be deemed an original.

                  g.       HEADINGS.  The  headings  of this  Agreement  are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Agreement.

                  h.       SEVERABILITY.  If any  provision  of  this  Agreement
shall be  invalid or  unenforceable  in any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other jurisdiction.

                  i.       AMENDMENT.  This  Agreement may be amended only by an
instrument  in  writing  signed  by the  party to be  charged  with  enforcement
thereof.

                  j.       PRIOR AGREEMENTS. This Agreement supersedes all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof.

                  k.       NOTICE.  Any notice  required or permitted  hereunder
shall be given in  writing  (unless  otherwise  specified  herein)  and shall be
deemed effectively given on the earliest of

                  (1) the date delivered,  if delivered by personal  delivery as
                  against  written  receipt  therefor or by confirmed  facsimile
                  transmission,

                  (2) the seventh  business day after deposit,  postage prepaid,
                  in the United States Postal Service by registered or certified
                  mail, or

                  (3) the  third  business  day after  mailing  by  domestic  or
                  international  express  courier,  with delivery costs and fees
                  prepaid,



<PAGE>

in each case,  addressed to each of the other parties thereunto  entitled at the
addresses  set  forth  above  (or at such  other  addresses  as such  party  may
designate by ten (10) days' advance  written notice  similarly  given to each of
the other parties hereto).

                  l.       SURVIVAL.    The   Company's    representations   and
warranties herein shall survive the execution and delivery of this Agreement and
the delivery of the Note, and shall inure to the benefit of the Investor and the
Company and their respective successors and assigns.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]





<PAGE>


         If the foregoing is acceptable, please indicate your agreement hereto
by executing this letter below.

                                        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





<PAGE>


                                    EXHIBIT A

         (a)      Prior to entering into any agreement with any third party
relating to the financing of the Company (other than commercial financing
facilities, including term loan and revolving credit facilities and warehouse
facilities, and underwritten offerings of securities of the Company by member
firms of the NASD, Inc. and its affiliated bodies), the Company shall promptly
Deliver (as hereinafter defined) a copy of the proposed terms of such financing
(the "PROPOSED TERMS") and any available materials relating thereto ("FINANCING
DOCUMENTATION") to the Investor.

         (b)      Following the Delivery of the Financing Documentation to the
Investor, the Investor shall have five Business Days (as defined in the Note) to
Deliver to the Company a commitment, including proposed terms, to provide the
financing in question to the Company on terms equivalent to, or superior to the
Company than, the Proposed Terms (the "INVESTOR COMMITMENT"). In the event that
the Investor shall fail to Deliver the Investor Commitment to the Company within
the aforementioned five Business Days, the Investor shall be deemed to have
waived Investor's right of first refusal with respect to such financing.

         (c)      In the event that the Investor Delivers the Investor
Commitment to the Company within the aforementioned five days, the Company shall
and the Investor shall use best efforts to cause the consummation of such
financing within 60 days.

         (d)      In the event that the Investor shall fail to Deliver the
Investor Commitment to the Company within the aforementioned five Business Days,
the Company shall cause the financing on the Proposed Terms, or terms more
advantageous to the Company than the Proposed Terms to be consummated within 60
days thereafter. In the event that the Company shall fail to consummate such
financing within such 60 days, the Investor shall again have a right of first
refusal pursuant to this EXHIBIT A.

         (e)      A document or notice hereunder shall be deemed "DELIVERED",
and "DELIVER" shall be deemed, for the purposes hereof, to take place as
follows: (i) if delivered personally, on the date of delivery thereof, (ii) if
delivered by a national or international overnight delivery service (including,
without limitation, Federal Express, DHL Courier, TNT, and UPS), on the date
after the delivery to such service thereof by the Company, and (iii) if
delivered by any other means, on the seventh day following the date on which the
Company delivers such documents to such delivery service. Such definition shall
be deemed to include correlative terms, including, without limitation,
"DELIVERY".

         (f)      The right of first refusal set forth in this Exhibit A shall
terminate immediately upon the conversion in full or repayment in full of the
Note.