Exhibit 10.6

                                                                  EXECUTION COPY

                     FORBEARANCE AND DEBT PAYMENT AGREEMENT

          This  FORBEARANCE  AND DEBT PAYMENT  AGREEMENT  (this  "Agreement") is
entered  into as of the ____  day of  December,  2006,  by and  between  Eastech
Electronics (Taiwan) Inc. ("Eastech") and SOYO Group, Inc. ("Soyo)").

                                    RECITALS
                                    --------

     A.   Soyo is indebted to Eastech for goods  purchased  pursuant to purchase
          orders and related  documents  (as amended and  modified  from time to
          time prior to the date  hereof,  the  "Documents").  As of the date of
          this Agreement,  the indebtedness is in the amount of US $3,785,280.28
          (the "Indebtedness").  The Indebtedness to Eastech is unsecured and is
          not evidenced by an instrument.

     B.   The  Indebtedness was due in full prior to the date hereof and was not
          paid when due.

     C.   Soyo and  Eastech  are  parties to that  certain  Confidentiality  and
          Non-Disclosure  Agreement  dated as of August  28,  2006 (the  "NDA"),
          which is in full force and effect.

     D.   Soyo has requested that Eastech agree to accept payments on account of
          the  Indebtedness  on the terms set  forth in this  Agreement  and the
          Promissory Note, which payments Soyo would make in the ordinary course
          of its  business.  Eastech is willing to enter into such an agreement,
          on the terms and conditions set forth in this Agreement.

     E.   Soyo  desires  to  obtain  Eastech's  agreement  to  forbear  from the
          enforcement  of remedies by reason of the Existing  Defaults to enable
          Soyo to operate its business in the ordinary course until the Maturity
          Date,  and  Eastech is willing to agree to  forbear,  on the terms and
          conditions set forth in this Agreement.

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.        Definitions

                    Unless otherwise  defined herein,  capitalized terms used in
          this Agreement shall have the meanings given to them in the Promissory
          Note (as defined below).

          a.        "Additional  Expenses"  shall have the meaning given to such
                    term in section 11.d below.

          b.        "Corion"  shall mean Corion  Industrial  Corp.,  USA, or any
                    parent, subsidiary or affiliate thereof.

          c.        "Documents" shall have the meaning in Recital A above.


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          d.        "Existing  Defaults"  shall mean  Soyo's  failure to pay the
                    Indebtedness when due.

          e.        "Event of  Default"  shall  have the  meaning  in  section 9
                    below.

          f.        "Forbearance   Termination   Event"   shall   mean  (i)  the
                    occurrence  of any Event of Default  under  this  Agreement,
                    (ii) Soyo  shall  make any  payment  to Corion on account of
                    Soyo's  indebtedness  to Corion  outstanding  as of the date
                    hereof in excess of Fifty  Thousand  Dollars  ($50,000)  per
                    week on account of the principal amount of such debt or make
                    any  payment to Corion on account of  interest on such debt,
                    prior to the  satisfaction  of the  Indebtedness to Eastech,
                    (iii) Nancy Chu or Ming Chok,  or any person or entity owned
                    or controlled by Nancy Chu or Ming Chok, and which person or
                    entity is an equity holder of Soyo, shall, collectively,  in
                    one or a series of related  transactions,  sell or  transfer
                    title to, or  beneficial  ownership  or control  of,  voting
                    stock of Soyo which  represents,  in the  aggregate,  twenty
                    percent  (20%) or more of the  combined  voting power of all
                    voting  stock  of  Soyo,  to any  person  or any two or more
                    persons  acting  in  concert,   (iv)  the  sale  of  all  or
                    substantially  all of the assets  constituting the operating
                    business  of Soyo,  or (v) Soyo  commences  or  proposes  to
                    commence  any  bankruptcy,  reorganization,  arrangement  or
                    adjustment   of  debt,   relief  of  debtors,   dissolution,
                    insolvency or  liquidation or similar  proceeding  under any
                    federal,  state or other law for the relief of  debtors  (an
                    "Insolvency   Proceeding"),   Soyo   fails  to  obtain   the
                    dismissal,  within  sixty (60) days  after the  commencement
                    thereof, of any Insolvency  Proceeding  instituted by one or
                    more  third  parties,  fails  actively  to  oppose  any such
                    Insolvency   Proceeding,   or,   in  any   such   Insolvency
                    Proceeding,  defaults  or  files  an  answer  admitting  the
                    material  allegations upon which such Insolvency  Proceeding
                    was based or alleges  its  willingness  to have an order for
                    relief  entered or any  receiver,  trustee or  custodian  is
                    appointed  to  take  possession  of all  or any  substantial
                    portion of the assets of Soyo.

          g.        "Indemnified  Liabilities"  shall have the meaning  given to
                    such term in section 11.e below.

          h.        "Indemnitees"  shall have the meaning  given to such term in
                    section 11.e below.

          i.        "Insolvency Proceeding" shall have the meaning given to such
                    term in section 1.f above.

          j.        "Maturity Date" means noon (Pacific Time) October 1, 2008.

          k.        "NDA" shall have the meaning given to such term in Recital C
                    above.

          l.        "Promissory  Note" shall have the meaning given to such term
                    in section 3.a(2) below.


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<PAGE>

          m.        "Releasees"  shall  have the  meaning  given to such term in
                    section 9 hereof.

          n.        "Releasors"  shall  have the  meaning  given to such term in
                    section 9 hereof.

          o.        "Representatives"  shall have the meaning given to such term
                    in section 7.d hereof.

          p.        "Soyo's  Claims"  has the  meaning  given  to  such  term in
                    section 9 hereof.

          q.        "Soyo's Obligations" means all obligations of Soyo under the
                    Documents or related to the sale of goods, or this Agreement
                    or the Promissory Note, other than the obligation to pay the
                    Indebtedness.

          r.        "Termination  Date"  means the  earlier  to occur of (i) the
                    occurrence of a Forbearance  Termination Event, and (ii) the
                    Maturity Date.

     2.        Agreement to Forbear

          a.        Eastech  agrees  to  forbear  from  exercising  any right or
                    remedy available to it with respect to the collection of the
                    Indebtedness   solely  by  reason  of  the   existence   and
                    continuation of the Existing  Defaults until the Termination
                    Date.  Effective  as  of  the  Termination  Date,  Eastech's
                    agreement to forbear from  exercising any rights or remedies
                    by  reason  of the  Existing  Defaults  shall  automatically
                    expire and be of no further force or effect.

          b.        Nothing in this  section 2 shall be construed to be a waiver
                    of  the  Existing  Defaults.  The  Existing  Defaults  shall
                    continue in existence  subject only to Eastech's  agreement,
                    as set forth in this  Agreement,  not to  enforce  rights or
                    remedies  based  upon such  Existing  Defaults  prior to the
                    Termination Date.

          c.        Eastech  expressly  reserves  all of its rights and remedies
                    with  respect  to   collection  of  the   Indebtedness   and
                    applicable law, except as expressly limited herein.  Nothing
                    in this Agreement shall prejudice or limit Eastech's  rights
                    and  remedies  in the event any  default or Event of Default
                    occurs under the Promissory Note or this Agreement.

          d.        From  and  after  the  Termination  Date,  Eastech  shall be
                    entitled  to enforce  the  Indebtedness,  and all rights and
                    remedies with respect to such Indebtedness, by reason of the
                    occurrence  of any defaults or Events of Default,  including
                    the Existing Defaults.

     3.        Conditions to Effectiveness of Agreement

          a.        The  effectiveness of this Agreement shall be subject to the
                    satisfaction  of the following  conditions,  all in form and


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                    substance reasonably  satisfactory to Eastech, or the waiver
                    of such conditions by Eastech in its sole discretion.

                    (1)       This  Agreement   shall  have  been  executed  and
                              delivered by Soyo and Eastech.

                    (2)       Soyo shall have  executed and delivered to Eastech
                              a  promissory  note  in  the  form  of  Exhibit  A
                              attached  hereto,  with  all  blanks  filled  (the
                              "Promissory Note").

                    (3)       After   giving   effect   to   the    transactions
                              contemplated  by  this  Agreement,   no  Event  of
                              Default shall exist with respect to the payment of
                              the  Indebtedness  or under the Documents,  and no
                              event shall have occurred  which,  with the giving
                              of notice or lapse of time, or both,  would become
                              an  Event  of  Default,  except  for the  Existing
                              Defaults.

                    (4)       Soyo  shall have  delivered  to Eastech a complete
                              copy of the debt  payment  agreement  between Soyo
                              and Corion, pursuant to which Corion has agreed to
                              accept  installment  payments  on  account  of the
                              indebtedness  Soyo  owes  to  Corion  without  the
                              payment of  interest on a current  basis,  and the
                              terms  of  such  agreement   shall  be  reasonably
                              satisfactory to Eastech.

                    (5)       Soyo shall have obtained a  termination  statement
                              with  respect  to  all  Uniform   Commercial  Code
                              financing  statements  or other notices of lien in
                              favor  of  Corion  filed  in  the  office  of  the
                              California  Secretary  of State,  and  shall  have
                              filed  all  such  statements  and  notices  in the
                              office  of the  California  Secretary  of State to
                              terminate such filings.

                    (6)       Soyo shall have  delivered  to Eastech  such other
                              documents,  instruments,  and  approvals and taken
                              such other actions  consistent with this Agreement
                              as  Eastech  may  reasonably  request  in order to
                              fulfill  the   obligations   of  Soyo  under  this
                              Agreement.

     4.        Conditions to Effectiveness of Agreement

          a.        The  effectiveness of this Agreement shall be subject to the
                    satisfaction  of  the  following  condition,   in  form  and
                    substance reasonably  satisfactory to Soyo, or the waiver of
                    such condition by Soyo in its sole discretion.

                    (1)       Eastech  shall   provide   evidence  that  Eastech
                              maintains not less than US $20 million of products
                              liability  insurance  and  shall  name  Soyo  as a
                              Certificate Holder.

                    (2)       Eastech shall have granted to Soyo a credit in the
                              amount of  $330,000,  which credit is reflected in
                              the Indebtedness.


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<PAGE>

     5.        Soyo's Representations and Warranties

                    As a  material  inducement  to  Eastech  to  enter  into the
          transactions  contemplated  hereby,  Soyo  represents  and warrants to
          Eastech that:

          a.        Due  Authority  This  Agreement  has been  duly  authorized,
                    executed  and  delivered  by Soyo,  is a  legally  valid and
                    binding  agreement  and  is  enforceable   against  Soyo  in
                    accordance  with its terms,  except to the extent  that such
                    enforcement   may  be  limited  by  applicable   bankruptcy,
                    insolvency and other similar laws affecting creditors rights
                    generally.

          b.        Acknowledgment   of   Indebtedness   The   amount   of   its
                    indebtedness  to Eastech  under the Documents as of the date
                    hereof is the Indebtedness.

          c.        No  Defenses  Soyo  does  not  have or  assert  any  claims,
                    counterclaims,  defenses or rights of setoff whatsoever with
                    respect to the Indebtedness or to any of Soyo's Obligations,
                    and no event has  occurred  and no  condition  exists  which
                    would  constitute  an Event of  Default  hereunder  with the
                    giving  of  notice  or  lapse of time or  both,  except  the
                    Existing Defaults.

          d.        Complete  Representations No representation or warranty made
                    by Soyo herein or in any other document delivered to Eastech
                    in  furtherance  of this  Agreement  on or  before  the date
                    hereof contains any materially untrue statement or omits any
                    material  fact  necessary  to make  such  representation  or
                    warranty not misleading.

          e.        Discussions with Counsel Soyo has thoroughly  discussed with
                    its attorneys, to the full extent that it deems it necessary
                    to do so,  all  aspects  of this  Agreement,  including  the
                    Release granted pursuant to section 8 hereof, has been fully
                    advised by its attorneys as to its rights,  understands that
                    it may be waiving significant legal rights or Soyo's Claims,
                    and  enters  into  the  Release  with  a full  and  complete
                    understanding of its terms.

          f.        No Transfer of Soyo's  Claims  Soyo has not  transferred  or
                    assigned any  interest in any Soyo's  Claims which it has or
                    may  hereafter  have had  against the  Releasees,  or any of
                    them.

     6.        Eastech's Representations and Warranties

                    As  a  material   inducement  to  Soyo  to  enter  into  the
          transactions  contemplated hereby,  Eastech represents and warrants to
          Soyo that:

          a.        Due  Authority  This  Agreement  has been  duly  authorized,
                    executed and  delivered by Eastech,  is a legally  valid and
                    binding  agreement  and is  enforceable  against  Eastech in
                    accordance  with its terms,  except to the extent  that such
                    enforcement   may  be  limited  by  applicable   bankruptcy,


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<PAGE>

                    insolvency and other similar laws affecting creditors rights
                    generally.

     7.        Covenants by Soyo

                    Soyo  covenants  and  agrees  that,  so  long  as any of the
          Indebtedness remains unpaid:

          a.        Confirmation of Obligations  Soyo shall pay the Indebtedness
                    as provided  herein and in the Promissory  Note, and perform
                    each and all of Soyo's Obligations pursuant to the Documents
                    and this Agreement.

          b.        Payment of Indebtedness On or before the Maturity Date, Soyo
                    shall pay to Eastech the unpaid balance of the  Indebtedness
                    in  accordance  with  the  terms of this  Agreement  and the
                    Promissory Note.

          c.        Financial  Reporting  Soyo  shall  furnish,  or  cause to be
                    furnished, the following financial information to Eastech:

                    (1)       After   the  end  of  each   calendar   month  and
                              concurrently  with delivery of such information to
                              the senior lender to Soyo, a copy of all financial
                              information  which Soyo is  required to deliver to
                              its senior lender  pursuant to its agreements with
                              such lender.

                    (2)       As  soon  as  practicable  after  the  end of each
                              calendar  quarter  and not later  than  sixty (60)
                              days after the end of each quarter,  to the extent
                              the following  information  has not been disclosed
                              by Soyo in public  filings,  copies of which  Soyo
                              shall  send to  Eastech:  (i) a  schedule  of aged
                              accounts  payable  by  Soyo,  a  schedule  of aged
                              accounts  receivable  of Soyo and a listing of all
                              payments  made by Soyo in the past 90  days,  or a
                              bring-down of payments made by Soyo since the last
                              such  schedule  delivered  by Soyo to  Eastech  or
                              included  in  public  filings,  and  (ii),  to the
                              extent not included in monthly  reports  delivered
                              by Soyo to Eastech  pursuant  to  section  7.c (1)
                              hereof or in public filings, a consolidated income
                              statement,  a statement of source and  application
                              of funds, a statement of  shareholder's  equity of
                              Soyo for the period from the beginning of the then
                              current  fiscal year to the end of such  quarterly
                              period,  and a consolidated  balance sheet of Soyo
                              and its consolidated subsidiaries as at the end of
                              such   quarterly   period,   subject   to  changes
                              resulting  from  year-end   adjustments,   all  in
                              reasonable   detail,   satisfactory  in  scope  to
                              Eastech.


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<PAGE>

          d.        Access  and  Cooperation  Soyo  shall,  and shall  cause its
                    officers  and  advisors  to,   cooperate   with  Eastech  in
                    furnishing  information as and when reasonably  requested by
                    Eastech  regarding  Soyo's  financial   affairs,   finances,
                    financial condition, business and operations for the purpose
                    of  confirming  Soyo's  compliance  with  the  terms of this
                    Agreement.  In furtherance  thereof,  Soyo hereby agrees to,
                    upon not less  than  five (5)  business  days  notice,  give
                    Eastech and its  Representatives  reasonable  access  during
                    normal business hours to the offices,  properties, books and
                    records of Soyo,  and to the officers and other  appropriate
                    representatives  of  Soyo  as may be  necessary,  in  Soyo's
                    reasonable  opinion,  to confirm Soyo's compliance with this
                    Agreement,  provided  that  at any  time  that an  Event  of
                    Default exists under section 10 of this  Agreement,  Eastech
                    shall only be  required to give Soyo two (2)  business  days
                    notice of any required  access and  cooperation  hereunder..
                    Eastech shall, in the exercise of this right, use reasonable
                    efforts  to  avoid  any   disruption  in  the  business  and
                    operations of Soyo. For purposes of this Agreement, the term
                    "Representatives"    shall   mean   affiliates,    officers,
                    employees,   accountants,    auditors,   agents,   advisors,
                    consultants and financing sources  (including any investment
                    banker, financial advisor, accountant, legal counsel, agent,
                    representative  or  expert  retained  by or acting on behalf
                    Eastech).  Eastech  shall,  and  shall  cause  each  of  its
                    employees,   accountants,   auditors,   counsel   and  other
                    Representatives to, comply in all respects with the NDA.

          e.        No liens  Soyo will not grant or suffer  any lien,  claim or
                    encumbrance on any of its assets,  or the legal or equitable
                    interest  therein,  whether  such  property  is now owned or
                    hereafter  acquired,  or any  income,  profits  or  proceeds
                    thereof,  while any of the Indebtedness  remains outstanding
                    other than (i) the existing  lien securing  indebtedness  in
                    favor of Accord  Financial,  Inc. or any refinancing of such
                    indebtedness, (ii) liens granted to any lender to secure the
                    repayment of  indebtedness  for funds borrowed by Soyo after
                    the date hereof in the ordinary  course of business,  to the
                    extent such new  indebtedness  is not a  refinancing  of the
                    Accord  Financial,  Inc. debt, (iii) purchase money security
                    interests;   (iv)  liens  for  taxes  or   assessments   not
                    delinquent  or being  diligently  contested in good faith by
                    appropriate  proceedings,  (v) liens imposed by law, such as
                    carriers'  or  mechanic's  liens,  incurred in the  ordinary
                    course of business  for sums not yet due or being  contested
                    in  good   faith   by   appropriate   proceedings   or  (vi)
                    non-purchase  money liens in favor of Corion  provided  that
                    Eastech  receives  pari passu  liens on the same  collateral
                    pursuant  to the same  grant  of  liens as any lien  give to
                    Corion and the liens  given to Corion and  Eastech  have the
                    same perfection and priority.


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<PAGE>

          f.        Payments to Corion Soyo will not make any payments to Corion
                    in excess of Fifty Thousand  Dollars  ($50,000) per calendar
                    week on account of Soyo's indebtedness to Corion outstanding
                    as of the date  hereof;  Soyo may agree to pay  interest  to
                    Corion on account of any indebtedness owed by Soyo to Corion
                    as of the  date  hereof  at a  rate  not  in  excess  of the
                    interest rate accruing on the  Indebtedness and may agree to
                    other   non-financial   terms  for  the  repayment  of  such
                    indebtedness owed to Corion, provided such terms are no more
                    favorable to Corion than the terms of this  Agreement are to
                    Eastech.

     8.        Covenants by Eastech

          a.        Honoring of Parts  Warranty  Eastech  shall sell spare parts
                    and  replacement   parts,   including  remote  controls  and
                    motherboards,  to Soyo, provided Soyo shall pay the standard
                    amounts  Eastech  charges  for such parts and such  payments
                    shall be made by Soyo according to normal payment terms.

          b.        Repair of  Motherboards  at Eastech  Eastech will repair the
                    motherboards  Soyo  returned to Eastech prior to the date of
                    this Agreement and shall ship such  motherboards  to Soyo in
                    the ordinary  course of Eastech's  business,  provided  Soyo
                    shall pay the  standard  amounts  Eastech  charges  for such
                    repair  services  and  such  payments  shall be made by Soyo
                    according to normal payment terms.

          c.        Satisfaction  of Soyo's  Obligations In the event Soyo makes
                    all payments when due under the Promissory  Note and without
                    default, including,  without limitation, the payment in full
                    of the principal  amount of the  Indebtedness on or prior to
                    the  Maturity  Date,  then  Eastech  shall  (i)  accept  the
                    payments due under this Agreement and the Promissory Note in
                    full  satisfaction  of  the  Indebtedness,  (ii)  waive  and
                    release Soyo of the  obligation  to pay the  interest  which
                    accrues on the Indebtedness  under the Promissory Note after
                    the date  hereof to the extent  provided  in the  Promissory
                    Note,  and (iii) return the  Promissory  Note to Soyo marked
                    "satisfied".

          d.        Limitation  on  Petitioning  for  Bankruptcy As long as Soyo
                    does not  commit an Event of Default  under this  Agreement,
                    Eastech   agrees  not  to  be  a  petitioning   creditor  in
                    connection   with  any  organized   effort  to  commence  an
                    involuntary bankruptcy case against Soyo.

     9.        Release by Soyo

          a.        Soyo on behalf of itself,  and its agents,  representatives,
                    officers,  directors,  advisors,  employees,   subsidiaries,
                    affiliates,  successors and assigns, and any and all persons
                    and/or  entities  who may purport to claim by,  through,  or
                    for,  it or them,  (collectively,  the  "Releasors")  hereby
                    releases  and  discharges  Eastech and all of its  officers,
                    directors,  agents, employees,  shareholders,  predecessors,
                    successors, assigns, attorneys and legal representatives (in
                    their capacity as such)  (collectively  the "Releasees") and


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<PAGE>

                    each of them,  from any and all  claims,  demands,  actions,
                    causes of action, liabilities, costs, crossclaims, rights of
                    setoff  or  recoupment,  expenses  and  damages  of any kind
                    whatsoever, in law or in equity, past, present or future, ("
                    Soyo's  Claims")  and  whether  such  Claims  are  known  or
                    unknown,  suspected or  unsuspected,  from the  beginning of
                    time to the date hereof,  including  without  limitation any
                    Soyo's  Claims based upon,  related to or arising out of the
                    sale of  goods by  Eastech  or any  Releasee  to Soyo or any
                    Releasor,  or actions or  omissions in  connection  with any
                    such sale,  or the  relationship  between  Soyo and  Eastech
                    prior to the date hereof,  provided that this provision does
                    not release or discharge  any claim which Soyo may hereafter
                    have  against  Eastech (i) pursuant to the terms of the NDA,
                    (ii) under the express terms of this Agreement,  or (iii) as
                    a result of a class action commenced against Soyo or a claim
                    asserted by a  governmental  agency,  in either case,  based
                    upon,  related  to or  arising  out of the  sale of goods by
                    Eastech or any Releasee to Soyo or any Releasor,  or actions
                    or omissions in connection with any such sale.

          b.        TO THE EXTENT THAT SECTION 1542 OF THE CALIFORNIA CIVIL CODE
                    OR SIMILAR PROVISIONS OF OTHER APPLICABLE LAW APPLIES TO THE
                    FOREGOING  RELEASE,  IT IS THE  INTENTION  OF SOYO  THAT THE
                    FOREGOING RELEASE SHALL BE EFFECTIVE AS A BAR TO ANY AND ALL
                    ACTIONS, DAMAGES, LOSSES, CLAIMS, LIABILITIES AND DEMANDS OF
                    WHATSOEVER  CHARACTER,  NATURE AND KIND,  KNOWN OR  UNKNOWN,
                    SUSPECTED  OR  UNSUSPECTED,   HEREINABOVE  SPECIFIED  TO  BE
                    BARRED.  IN  FURTHERANCE OF THIS  INTENTION,  SOYO EXPRESSLY
                    WAIVES ANY AND ALL RIGHTS AND BENEFITS  CONFERRED ON SOYO BY
                    THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE,
                    WHICH PROVIDES AS FOLLOWS:

                    "A  GENERAL  RELEASE  DOES NOT  EXTEND TO  CLAIMS  WHICH THE
                    CREDITOR  DOES  NOT KNOW OR  SUSPECT  TO EXIST IN HIS OR HER
                    FAVOR AT THE TIME OF EXECUTING  THE RELEASE,  WHICH IF KNOWN
                    BY HIM OR  HER  MUST  HAVE  MATERIALLY  AFFECTED  HIS OR HER
                    SETTLEMENT WITH THE DEBTOR."

     10.       Defaults and Remedies

          The  occurrence of any of the  following  (each an "Event of Default")
shall constitute an immediate Event of Default under this Agreement:

          a.        Any event or  condition,  other than any  Existing  Default,
                    shall have occurred or exist which  constitutes a default by
                    Soyo  under  any of the  Documents,  this  Agreement  or the
                    Promissory  Note or a breach of any of  Soyo's  Obligations,
                    including that any required notice shall have been given and
                    any cure period for the avoidance of such default shall have
                    expired.  The cure period for any default by Soyo shall,  in
                    the absence of a specified  period or a  specification  that
                    there shall be no cure period, be ten (10) calendar days.


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<PAGE>

          b.        Any material representation made or reaffirmed by Soyo under
                    this  Agreement  shall  prove  to  have  been  false  in any
                    material respect at the time such representation was made or
                    reaffirmed.

          c.        Soyo  commences  or  proposes  to  commence  any  Insolvency
                    Proceeding, Soyo fails to obtain the dismissal, within sixty
                    (60) days after the commencement  thereof, of any Insolvency
                    Proceeding  instituted by one or more third  parties,  fails
                    actively to oppose any such  Insolvency  Proceeding,  or, in
                    any such Insolvency Proceeding,  defaults or files an answer
                    admitting   the   material   allegations   upon  which  such
                    Insolvency  Proceeding was based or alleges its  willingness
                    to have an order for relief entered or any receiver, trustee
                    or custodian is appointed to take  possession  of all or any
                    substantial portion of the assets of Soyo.

          Upon the occurrence of an Event of Default hereunder, (i) Eastech may,
at its option, without notice to or demand upon Soyo or any other party, declare
immediately  due and payable the entire  balance of the  Indebtedness,  together
with all accrued and unpaid interest thereon,  plus Additional  Expenses and any
other amounts then owing pursuant to this Agreement, whereupon the same shall be
immediately  due and payable;  provided that upon the  occurrence of an Event of
Default under clause (c) above,  the unpaid amounts of the  Indebtedness and all
other  indebtedness of Soyo to Eastech shall become  immediately due and payable
without presentment,  demand,  protest or notice of any kind, and (ii) Eastech's
agreement to forbear from  enforcing  remedies with respect to the  Indebtedness
pursuant  to section 2 hereof  shall  immediately  terminate  without  notice or
demand of any kind.

     11.       Miscellaneous

          a.        Parties Benefited No persons or entities other than Soyo and
                    Eastech shall have any rights under this Agreement or any of
                    the Documents, as amended hereby.

          b.        Notices  Any  notice  or  other  communication  required  or
                    permitted  herein  shall be in  writing  or sent by  regular
                    mail, hand delivery, overnight delivery, facsimile, portable
                    document file or email,  and shall be effective upon receipt
                    in the case of hand delivery, overnight delivery, facsimile,
                    portable document file or email, and three (3) business days
                    after  placement  into  the  mails  (first  class,   postage
                    prepaid) addressed as follows:

                    Eastech          Colleen L. Hallam
                                     Vice President, Operations
                                     Eastech Electronics (Taiwan) Inc.
                                     Suite 4 - 481,
                                     1894 Highway 50 East,
                                     Carson City, NV 89701
                                     Email:  colleen.hallam@eastech.com

                    With a copy to:  Michael S. Lurey
                                     Latham & Watkins
                                     633 West Fifth Street, Suite 4000
                                     Los Angeles, CA 90071
                                     Email:  Michael.Lurey@LW.com


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<PAGE>

                    Soyo             Peter Banner
                                     SOYO Group, Inc.,
                                     1420 S. Vintage Ave.
                                     Ontario, CA 91761

                    With a copy to:  Robert E. Braun
                                     Jeffer, Mangels Butler & Marmaro LLP
                                     1900 Avenue of the Stars
                                     Seventh Floor
                                     Los Angeles, CA 90067
                                     Email: RBraun@jmbm.com

          c.        Governing Law This Agreement and the rights and  obligations
                    of the parties  hereunder  shall in all respects be governed
                    by,  and  construed  and  enforced  in  accordance  with the
                    domestic  internal laws (but not the conflict of laws rules)
                    of the State of  California,  provided  that this  Agreement
                    does not  constitute  a consent to the  jurisdiction  of any
                    court of, or located  in, the State of  California,  and, by
                    entering into this  Agreement,  Eastech is not consenting to
                    the  jurisdiction of any court of or located in the State of
                    California.

          d.        Expenses In the event of an Event of Default hereunder, Soyo
                    shall pay all costs and  expenses  incurred  by  Eastech  in
                    connection  with the collection of the  Indebtedness  or the
                    enforcement of any of Soyo's Obligations,  including without
                    limitation,  fees  and  costs  of  all  financial  or  other
                    professional  advisors and  reasonable  attorneys'  fees and
                    costs  incurred  by  Eastech  ("Additional  Expenses").  The
                    Additional Expenses shall be payable to Eastech concurrently
                    with the payment of the unpaid balance of the  Indebtedness,
                    to the extent such amounts have been  determined,  and shall
                    be paid to Eastech by Soyo  promptly  after such amounts are
                    determined  if they have not been  determined by the date of
                    the final payment of the Indebtedness.

          e.        Indemnity In addition to the payment of expenses pursuant to
                    section 11.d above,  Soyo agrees to indemnify,  pay and hold
                    Eastech  and any  holder  of the  Promissory  Note,  and the
                    officers,  directors,  employees,  agents, and affiliates of
                    Eastech   and  such   holders   (collectively   called   the
                    "Indemnitees")  harmless  from and against any and all other
                    liabilities,   obligations,   losses,  damages,   penalties,
                    actions,  judgments,  suits,  claims,  costs,  expenses  and
                    disbursements of any kind or nature  whatsoever  (including,
                    without limitation, the reasonable fees and disbursements of
                    counsel  for  such   Indemnitees  in  connection   with  any
                    investigative,   administrative   or   judicial   proceeding
                    commenced  or  threatened,  whether  or not such  Indemnitee
                    shall be designated a party  thereto),  which may be imposed
                    on, incurred by, or asserted against that Indemnitee,  based
                    upon or arising  from any claim,  demand or threat made by a
                    third party against Eastech or such Indemnitee in any manner
                    relating to or arising out of this  Agreement,  or Eastech's
                    agreement  herein to forbear from  enforcing  remedies  with
                    respect to the Indebtedness (the "Indemnified Liabilities"),


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<PAGE>

                    provided that this indemnity shall not indemnify  Eastech or
                    any Indemnitee  from or against  claims,  demands or threats
                    based upon goods sold by Eastech or any  Indemnitee.  To the
                    extent  that  the  undertaking  to  indemnify,  pay and hold
                    harmless  set  forth in this  section  may be  unenforceable
                    because it is  violative of any law or public  policy,  Soyo
                    shall  contribute the maximum  portion which it is permitted
                    to pay and satisfy under  applicable law, to the payment and
                    satisfaction of all Indemnified  Liabilities incurred by the
                    Indemnitees or any of them.

          f.        Effect of Agreement Except to the extent expressly  modified
                    by this Agreement,  the Documents shall remain in full force
                    and  effect in  accordance  with  their  original  terms and
                    conditions.

          g.        Counterparts This Agreement may be executed in any number of
                    counterparts  with the same effect as if all parties  hereto
                    had signed the same document. All such counterparts shall be
                    construed together and shall constitute one instrument,  but
                    in making proof hereof it shall only be necessary to produce
                    one such counterpart.

          h.        Amendments  and Waivers The  provisions  of this  Agreement,
                    including without  limitation,  the obligation of Eastech to
                    forbear  from   enforcing   remedies  with  respect  to  the
                    Indebtedness,  may be amended,  modified or waived only by a
                    written   instrument   executed   by  the  parties  to  this
                    Agreement.

          i.        Delay in Exercise No failure or delay on the part of Eastech
                    in exercising any power, right or remedy under the Documents
                    or this  Agreement  shall operate as a waiver  thereof,  nor
                    shall a single or partial  exercise  of any power,  right or
                    remedy  preclude any other exercise  thereof or the exercise
                    of any other power, right or remedy.

          j.        Further  Assurances  Soyo shall take further  actions as are
                    reasonably  required  and within its powers to carry out its
                    obligations  under the Documents,  except as amended hereby,
                    and this Agreement.

          k.        Time of Essence Time is of the essence of this Agreement and
                    each  provision  of  this  Agreement  of  which  time  is an
                    element,    specifically   including   the   definition   of
                    Termination Date.

          l.        Successors and Assigns The  obligations of the parties under
                    this Agreement may not be assigned without the prior written
                    consent of the other party to this Agreement. This Agreement
                    shall  inure  to the  benefit  of and be  binding  upon  any
                    permitted successors or assigns of either party hereto.

          m.        Validity  of  Recitals  The  parties  hereby  agree that the
                    representations  in the Recitals to this  Agreement are true
                    and correct and agree to be bound thereby.


                                       12
<PAGE>

          n.        Application of NDA Any Confidential  Information (as defined
                    in the NDA) received by Eastech  pursuant to this  Agreement
                    shall be subject to the terms of the NDA.

          o.        Confidentiality  The parties  agree to maintain the terms of
                    this Agreement in strict  confidence and not to disclose the
                    terms hereof to any third  parties,  except that a party may
                    disclose  the  terms  of  this   Agreement  to  any  of  its
                    Representatives,    provided    the   party    binds    such
                    Representatives to secrecy with respect to the terms hereof,
                    and except  further  that a party may  disclose the terms of
                    this  Agreement to the extent  required by public  reporting
                    requirements  by which such party is bound.  Each party will
                    take at least the same degree of care it uses to protect its
                    own  proprietary  information,  but no less than  reasonable
                    care under the circumstances.

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be executed as of the date first written above.

Eastech Electronics (Taiwan) Inc. ("Eastech")



By: ______________________________
  Name:
  Title:

SOYO Group, Inc. ("Soyo")



By:  _____________________________
  Name:
  Title:









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