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                              INTELLECTUAL PROPERTY
                                LICENSE AGREEMENT

THIS AGREEMENT, made as of this 28th day of August, 1996 by and between AMERICAN
SILICON PRODUCTS, INC., a Rhode Island corporation ("Licensor") and
INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD., a company incorporated in
Singapore ("Licensee")

                               W I T N E S E T H:

        WHEREAS, Licensee has been formed by Semiconductor Packaging Materials
Co., Inc., the parent of Licensor, and Semiconductor Alliance Pte Ltd. pursuant
to a Joint Venture Agreement dated August 28, 1996 (the "Joint Venture
Agreement") to engage in the business of polishing and reclamation of
semiconductor wafers and the brokering of semiconductor wafers used in the
electronic industry (the "Business");

        WHEREAS, Licensor is engaged in the Business in the United States and
elsewhere and possesses valuable industrial, marketing and commercial
information regarding the conduct of the Business to be conducted by Licensee
including, without limitation, drawings, formulae, test reports, operating and
test procedures, instruction manuals, tables of operating conditions,
administration procedures, marketing methods and procedures, advertising copy
and computer software programs relating to and/or used in connection with the
Business (the "Licensor's Wafer Technology");

        WHEREAS, Licensee desires to obtain a license to use the Wafer
Technology in the countries listed in Schedule 1 annexed hereto (the
"Territories") and Licensor is willing to grant such a license to Licensee, upon
the terms and conditions hereinafter set forth; and

        WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Joint Venture Agreement.

        NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, Licensee and Licensor agree
as follows:

                                SECTION 1 - GRANT

1.1  Licensor hereby grants Licensee an exclusive license in the Territories to
     use Licensor's Wafer Technology to carry on its Business. Except as
     provided in subsection 1.2 below, Licensee may not sublicense Licensor's
     Wafer Technology without first obtaining the written consent of Licensor.





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1.2  The provisions of Section 1.1 above notwithstanding, (i) Licensor and SPM
     may use Licensor's Wafer Technology to the extent that they are conducting
     business in the Territories on or before the date on which Licensee's
     facility in Singapore commences commercial production and (ii) a Proposing
     Party may require Licensee to grant a non-exclusive sublicense (but
     without the right to sublicense) of Licensor's Wafer Technology licensed to
     Licensee hereunder and to Licensee's Wafer Technology (defined in Section
     1.3 hereof) to a Relevant Investment Entity, but only for use in such
     country or countries in the Territories in which such Relevant Investment
     Entity establishes a facility which uses Licensor's Wafer Technology and
     Licensee's Wafer Technology.

1.3  (a) Licensor shall permit representatives of Licensee upon reasonable
     notice to visit Licensor's silicon wafer reclamation facility in Rhode
     Island during regular business hours and shall provide at Licensee's
     request copies of any and all written materials included in Licensor's
     Wafer Technology and shall answer all reasonable questions concerning
     Licensor's Wafer Technology, provided that Licensor may restrict such
     visits as to duration and number of people as it reasonably determines is
     necessary for the orderly transfer of the Wafer Technology given the
     operating requirements of Licensor. All out-of-pocket costs and expenses
     incurred by Licensor in transferring Licensor's Wafer Technology to
     Licensee shall be borne by Licensee.

     (b) Unless otherwise agreed by Licensor, all such visits shall be completed
     within six (6) months from the date hereof and the total number of
     visitor-days shall not exceed thirty (30) days. Licensor shall not be
     required to create any manuals or other written information regarding the
     operation of Licensor's facility or Licensor's Wafer Technology for the
     purpose of providing the same to Licensee.

     (c) Licensor represents that Licensor's Wafer Technology disclosed or to be
     disclosed by Licensee hereunder is or will be, to the best of Licensor's
     knowledge and belief, accurate (provided always that the Licensor will
     promptly advise Licensee of any significant errors which subsequently come
     to its attention) with respect to the information disclosed to Licensee
     hereunder. However, Licensee acknowledges that due to differences in the
     facility operated by Licensor and the facility to be equipped and operated
     by Licensee that there is no guaranty that Licensor's Wafer Technology will
     be able to be used without modification by Licensee. All information
     provided to Licensee under this Section or otherwise pursuant to this
     Agreement whether orally or in writing shall be deemed

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     confidential information except only to the extent such information is or
     becomes publically available without fault of the Licensee.

                           SECTION 2 - CROSS-LICENSING

2.1  Any and all Knowhow and Intellectual Property Rights throughout the world
     resulting from any work carried out exclusively by the Licensee or relating
     to an improvement to the products produced or processes employed by
     Licensee for the purpose of carrying on the Business which are exclusively
     generated by Licensee ("Licensee's Wafer Technology") shall belong
     exclusively to Licensee. Licensee does hereby grant to Licensor or any
     successor owner of Licensor's Wafer Technology an irrevocable non-exclusive
     worldwide license to Licensee's Wafer Technology (whether or not patentable
     or copyrightable) free of royalty or other payment and without limit of
     time, but excluding the right to grant sublicenses without first obtaining
     the written consent of Licensee.

2.2  Licensee shall promptly notify Licensor of the development of Licensee's
     Wafer Technology and shall provide such reasonable assistance as may be
     necessary to enable Licensor to effectively use such Licensee's Wafer
     Technology as Licensor may request. All out-of-pocket expenses incurred by
     Licensee in transferring Licensee's Wafer Technology to Licensor shall be
     borne by Licensor.

2.3  The provisions of Sections 1.3(a) and (c), 4.2(a), (b) and (c) and 5 hereof
     shall apply to Licensee and Licensor with respect to the cross-licensing of
     Licensee Wafer Technology mutatis mutandis.

                              SECTION 3 - ROYALTIES

3.1  Licensee shall pay to Licensor a royalty on the net sales of Licensee as
     determined by Licensee's Auditors ("Net Sales") as follows:

     (i)  with effect from the date hereof to December 31, 1997, one-half of one
          (0.5%) percent of Net Sales; and

     (ii) with effect from January 1, 1998, one (1%) percent of Net Sales;
          provided that when the aggregate amount of royalties accrues hereunder
          to a sum equivalent to One Million (U.S.$1,000,000) Dollars, this
          license shall be royalty free thereafter. The amount of royalty due
          hereunder shall be computed annually commencing with the period ending
          December 31, 1996 and shall be converted to U.S.$ from S$ at the
          exchange rate published by the Asian Wall Street Journal on December

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          31 of the year in question. The determination of Net Sales by the
          Auditors of Licensee shall be conclusive and binding upon the parties.
          Licensee shall provide to Licensor an annual statement of Licensee's
          Net Sales certified by its Auditors.

3.2  Royalties which accrue hereunder shall be due and payable without interest
     in sixteen (16) equal quarter-annual installments commencing on the first
     day of the month only after:

     (i)  all loans owing by Licensee to its shareholders have been paid in
          full; and

     (ii) receipt of written notice from Licensor requesting Licensee to
          commence making payments of the accrued royalty.

                          SECTION 4 - TERMS AND DEFAULT

4.1  Subject to earlier termination by reason of default of Licensee, this
     Agreement shall commence as the date hereof and shall continue without
     limit of time.

4.2  (a)  If Licensee fails to perform its obligations hereunder or to comply
          with the terms and conditions of this Agreement, Licensor shall be at
          liberty to issue to the Licensee a notice specifying the breach or
          default and, in the case of a breach or default capable of remedy,
          stipulating a period of not less than thirty (30) days during which
          such breach or default shall be remedied. For the purpose of this
          subsection 4.2(a), a breach or default shall be considered capable of
          remedy if the Licensee can comply with the term or condition in
          question in all respects other than as to the time of performance. If
          a breach or default capable of remedy is not timely cured or if a
          breach or default not capable of remedy shall occur, then the Licensor
          may terminate this Agreement forthwith.

      (b) In the event that:

            (i) the Licensee shall become insolvent; or

           (ii) a resolution is passed for the winding up of Licensee; or

          (iii) a proceeding has been instituted seeking a declaration that the
                Licensee is bankrupt or insolvent or seeking bankruptcy,
                arrangement or composition with creditors, liquidation or the
                appointment of a trustee, receiver or liquidator

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                or analogous procedure under any applicable law and such
                proceedings remain undismissed and unstayed for a period of 
                sixty (60) days or are consented to by Licensee,

then a breach of this Agreement shall be deemed to have been committed by
Licensee and this Agreement shall terminate without any further action upon the
part of Licensor.

        (c)    Termination of this Agreement by Licensor shall be without
               prejudice to its other rights or remedies hereunder with respect
               to damages accrued prior to termination.

        (d)    All unpaid royalties shall, notwithstanding the provisions of
               Section 3.2 to the contrary, become immediately due and payable
               in full upon termination of this Agreement.

             SECTION 5 - LICENSOR'S REPRESENTATIONS; INDEMNIFICATION

5.1  Licensor represents that it has the power, right and authority to grant
     this license to Licensee and that Licensor has not received any notice nor
     does it have any knowledge that Licensor's Wafer Technology infringes the
     intellectual property rights or knowhow of third parties and no claims of
     such infringement have been made or are the subject of litigation actual or
     threatened.

5.2  Except as specifically set forth in Section 5.1 above, Licensor makes no
     representation or warranty with respect to Licensor's Wafer Technology. In
     no event shall Licensor be liable for lost profits or consequential damages
     even if advised of the possibility thereof.

5.3  Licensee shall indemnify and hold Licensor harmless with respect to any
     claims asserted by third parties against Licensor including legal fees
     incurred by Licensor in defending against such claim arising out of the use
     by Licensee of Licensor's Wafer Technology except for claims arising out of
     a breach of the representations set forth in Section 5.1 and as to such
     claims Licensor shall indemnify and hold Licensee harmless with respect
     thereto including legal fees incurred by Licensee in defending against such
     claims.

                            SECTION 6 - COMMUNICATIONS CONFIDENTIAL

6.1  All communications between Licensor and Licensee and all information and
     other material supplied to or received by either of them from the other
     which is either marked "confidential" or is by its nature intended to be

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     exclusively for the knowledge of the recipient alone, or to be used by the
     recipient only for the benefit of the other or in furtherance of the
     purposes of this Agreement or the Joint Venture Agreement, including,
     without limitation, Licensor's Wafer Technology or Licensee's Wafer
     Technology, any information concerning the business transactions or the
     financial arrangements between Licensor and Licensee, , or of any person
     with whom either of them is in a confidential relationship with regard to
     the matter in question coming to the knowledge of the recipient shall be
     kept confidential by the recipient and shall be used by the recipient
     solely and exclusively for the purposes of this Agreement unless disclosure
     is required by law or unless or until either party can reasonably
     demonstrate that it is in the public domain through no act or default on
     the part of the recipient, its servants and/or agents, whereupon, to the
     extent that it is public, this obligation shall cease. In the event either
     party is served with legal process requiring it to disclose any such
     confidential information it shall promptly notify the other party hereto
     and shall assist the other party in preventing or restricting such
     disclosure.

6.2  The parties shall indemnify each other from and against any loss, damages,
     charges, costs and expenses of whatever nature (including legal costs on a
     full indemnity basis) suffered or incurred by the other arising from the
     breach of that party of any provision of this Section or the unauthorized
     use or disclosure of any confidential information by any director,
     employee, agent, shareholder or Related Party of that party.

6.3  The parties shall take all reasonable steps to minimize the risk of
     disclosure of confidential information, by ensuring that only their
     directors and employees whose duties will require them to possess any of
     such information shall have access thereto, and that they shall be
     instructed to treat the same as confidential. The parties shall in addition
     procure that such of its employees whose duties will require them to
     possess, or have access to, confidential information, shall sign
     confidentially agreements with it respecting the confidentiality of such
     information.

6.4  The obligations contained in this Section shall endure, even after the
     termination of this Agreement, without limit in point of time except and
     until any confidential information enters the public domain as set out
     above.

                         SECTION 7 - GENERAL PROVISIONS

(a)  Each party acknowledges to the other that it has not entered into this
     Agreement in reliance upon any warranties,

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     representations or assurances (whether express or implied and whether
     written or oral) other than those contained in this Agreement.

(b)  The parties hereto agree and declare that this Agreement constitutes the
     entire agreement concerning the subject matter hereof and supersedes all
     earlier agreements concerning the same.

(c)  This Agreement may not be altered, modified or amended unless such
     alteration, modification or amendment is in writing and signed by the
     parties to this Agreement nor, except as otherwise specifically set forth
     herein, may this Agreement be terminated except by a writing signed by the
     parties to this Agreement; and no waiver of any breach, condition,
     provision or term of this Agreement on any one occasion shall be deemed to
     be a waiver of any subsequent breach, condition, provision or term of this
     agreement on any other occasion whether of like or different nature.

(d)  This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of New York applicable to agreements executed in and to
     be performed entirely within the State of New York without giving effect to
     the principles of conflict of laws thereof.

(e)  (i)   The captions set forth in this Agreement are for convenience only and
           shall not be considered as part of this Agreement or as in any way
           limiting or amplifying the terms and provisions hereof.

     (ii)  This Agreement shall be construed according to its fair meaning as if
           prepared jointly by the parties hereto.

     (iii) Each section, subsection and lesser section of this Agreement
           constitutes a separate and distinct undertaking, covenant and/or
           provision hereof.

     (iv)  If any provision of this Agreement is held invalid, such invalidity
           shall not affect the other provisions hereof which can be given
           effect without the invalid provisions, and, to this end, the
           provisions of this Agreement are intended and shall be deemed
           severable. Any provision of this Agreement which is prohibited or
           unenforceable in any jurisdiction shall, as to such jurisdiction, be
           ineffective to the extent of such prohibition or unenforceability
           without invalidating the remaining provisions hereof, and any such
           prohibition or unenforceability in any jurisdiction shall not
           invalidate or render unenforceable such provision in any other
           jurisdiction. To the extent permitted by applicable law, the parties
           hereby waive

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           any provision of law which render any provision of this Agreement
           prohibited or unenforceable in any way. In the event any such
           provision is found to be unlawful or otherwise unenforceable, the
           parties hereto agree to negotiate in good faith to modify the void or
           unenforceable provision, but only to the extent necessary to make
           such provision valid and enforceable having full regard for all
           applicable laws and the interests and purposes of the parties in
           entering into this Agreement. In the event the parties cannot agree
           upon such modification then such dispute shall be submitted to
           expedited arbitration pursuant to Section 7(j) hereof.

      (v)  This Agreement may be executed in counterparts, each of which shall
           be deemed an original, and all of which shall constitute but one and
           the same instrument which may be sufficiently evidenced by one
           counterpart.

(f)   (i)  In the event that a change, occurring after the date first set forth
           above, in the governmental laws and regulations to which either party
           is subject requires such party to alter its performance under this
           Agreement in any material respect or in the event that performance
           by one of the parties is substantially hindered or prevented by force
           majeure such as Acts of God, strikes, failure of suppliers to perform
           or other acts beyond the reasonable control of the party effected
           thereby, such party shall give immediate written notice to the other
           party specifying the manner in which such performance is to be
           altered and the reasons for such alteration.

     (ii)  No later than thirty (30) days after receipt of written notice
           pursuant to Section 7(f)(i) the party receiving such notice shall,
           upon written notice to the other party to this Agreement, be entitled
           to an equitable adjustment of its rights and obligations under this
           Agreement. In the event the parties cannot agree on such equitable
           adjustment, then such dispute shall be submitted to expedited
           arbitration pursuant to the provisions of Section 7(j) hereof.

(g)  This Agreement shall inure to the benefit of and be binding upon the
     parties hereto and their respective successors and assigns; provided,
     however, that no party may make any assignment of this Agreement or any
     interest therein or sublicense its rights hereunder (except as specifically
     provided above) by operation of law or otherwise, without the prior written
     consent of the other party except if a party desires to assign this
     Agreement to a Related Party, such consent shall not be unreasonably
     withheld and provided

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     further that Licensor may assign this Agreement without the consent of
     Licensee to any entity which acquires Licensor's Wafer Technology.

(h)  Each party hereto shall bear its own legal and other costs in connection
     with the preparation and negotiation of this Agreement.

     (i)  Nothing herein will create an agency relationship or a partnership
          relationship between the parties, and neither party shall be entitled
          to legally bind the other with respect to any obligation other than as
          expressly set forth in this Agreement, which is entered into for the
          limited purposes described herein.

(j)  The parties agree to arbitrate any and all claims, controversies or
     disputes arising under or out of this Agreement or relating in any way
     thereto. All such claims, controversies or disputes shall be submitted to
     arbitration in the City of New York, State of New York, to three (3)
     arbitrators designated under and pursuant to the Rules of the American
     Arbitration Association, and the arbitration shall be heard under the
     auspices of said Association and subject to its rules. The arbitrators
     shall have the power to award costs and counsel fees. The parties consent
     to the jurisdiction of the Courts of the State of New York located in the
     County of New York or the United States District Court for the Southern
     District of New York with respect to any and all proceedings relating to
     any such arbitration, and further agree that any and all process and
     notices of motion or applications in relation to any such arbitration may
     be served upon a party as provided in Section 7(k) hereof. Such service may
     be accomplished either within or without the State of New York, and such
     notice shall be given of all applications and hearings as is provided by
     the laws of the State of New York. The award of the arbitrators shall be
     final and binding upon the parties and judgment thereon may be entered as
     provided by the laws of the State of New York. The foregoing
     notwithstanding, either party may apply to any court of competent
     jurisdiction for an injunction pending the award of the arbitrators.

(k)  All notices, demands or other communications required or permitted to be
     given or made hereunder shall be in writing and delivered personally or by
     overseas courier or sent by prepaid registered post (by air-mail if to or
     from an address outside Singapore) with recorded delivery, or by facsimile
     transmission addressed to the intended recipient thereof at its address or
     at its facsimile number set out in this Agreement (or to such other address
     or facsimile number as a party to this Agreement may from time to time duly
     notify the others in writing). Any such notice, demand or

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     communication shall be deemed to have been served (if delivered personally
     or given or made by facsimile) immediately or (if given or made by letter
     or by overseas courier) 96 hours after posting or delivery to the courier
     or (if made or given by air-mail) ten days after posting and in proving the
     same it shall be sufficient to show that the envelope containing the same
     was duly addressed, stamped and posted. The addresses and facsimile numbers
     of the parties hereto for the purpose of this Agreement are:

                      American Silicon Products, Inc.
                      c/o Semiconductor Packaging Materials Co., Inc.
                      431 Fayette Avenue
                      Mamaroneck, New York 10543
                      U.S.A.
                      Facsimile Number:  (914) 698-5386
                      Attention:  President

                      International Semiconductor Products Pte Ltd
                      135 Middle Road #05-13/14
                      Singapore 188975
                      Facsimile Number:  3385633
                      Attention:  Managing Director

(l)  No remedy conferred by any of the provisions of this Agreement is intended
     to be exclusive of any other remedy which is otherwise available at law, in
     equity, by statute or otherwise, and each and every other remedy shall be
     cumulative and shall be in addition to every other remedy given hereunder
     or now or hereafter existing at law, in equity, by statute or otherwise.
     The election of any one or more of such remedies by either of the parties
     shall not constitute a waiver by such party of the right to pursue any
     other available remedies.

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

INTERNATIONAL SEMICONDUCTOR                        AMERICAN SILICON PRODUCTS,
 PRODUCTS PTE LTD                                   INC.

By: ___________________________                    By: _________________________

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                                   SCHEDULE 1

                                 THE TERRITORIES

Territories currently constituting:

1.      Bangladesh, People's Republic of
2.      Bhutan
3.      Brunei Darussalam Negara
4.      Cambodia, People's Republic of
6.      Hong Kong
7.      India, Republic of
8.      Indonesia, Republic of
9.      Korea, Democratic People's Republic of (North Korea)
10.     Korea, Republic of (South Korea)
11.     Laos, People's Democratic Republic
12.     Malaysia
13.     Pakistan, Islamic Republic of
14.     Philippines, Republic of
15.     Singapore, Republic of
16.     Sri Lanka, Democratic Socialist Republic of
17.     Taiwan (Republic of China)
18.     Thailand, Kingdom of
19.     Vietnam, Socialist Republic of

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