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                                                                     EXHIBIT 4.7

                             SUPPLEMENTAL AGREEMENT

This SUPPLEMENTAL AGREEMENT (hereinafter referred to as "this Agreement"), made,
executed and entered into this    day of November 1999 at Calamba, Laguna by and
between:

RBF DEVELOPMENT CORPORATION, a corporation duly organized and existing under and
by virtue of the laws of the Philippines, with office address at Carmelray
Industrial Park ll, Calamba, Laguna, represented by its duly authorized
Vice-President, Ms Yolanda L. Nasoles (herein after referred to as the
"Lessor"); and

PSi TECHNOLOGIES LAGUNA, INC., a corporation duly organized and existing under
and by virtue of the laws of the Philippines, with office address at Lot B2-5,
Carmelray Industrial Park ll Brgy, Tulo Calamba, Laguna 4027, Philippines
represented herein by its duly authorized President, Mr. Arthur J. Young, Jr.
(hereinafter referred to as the "Lessee");

And the Lessor and the Lessor shall be collectively referred to as the "Parties"
and individually referred to as the "Party")

WHEREAS:

(A)  The parties have entered into a Contract of Lease dated 1/st/ August 1999,
     "Contract of Lease") wherein the Lessee leased from the Lessor the parcel
     of land ("Land Lot") and factory building type known as CP2 model
     ("Building") thereon located at Lot B2-5, Carmelray Industrial park ll,
     Calamba, Laguna ("Leased Premises")

(B)  The parties have further executed a side letter dated 20/th/ August 1999
     ("Side Letter") to vary the terms and conditions of the Contract of Lease.

(C)  Pursuant to Clause 16 of the Contract of Lease, the Lessee desires to alter
     the Leased Premises by constructing a second storey to the Building subject
     to the Lessor's consent.

(D)  On 9/th/ November 1999, the Lessee accepted a Letter of Offer dated 9/th/
     of November 1999 from the Lessor ("Letter of Offer") In which the Lessor
     shall procure the construction of a second storey to the Building in
     consideration of the Lessee's payment of an upfront fee and variations to
     the Contract of Lease.

(E)  Pursuant to the Letter of Offer, the Parties have agreed to amend the
     Contract of Lease to the extent set out in this Agreement.

(F)  This Agreement is supplemental to the Contract of Lease and the Side
     Letter.

IT IS HEREBY AGREED BETWEEN THE PARTIES THAT:

1.   INTERPRETATION

1.1  All expression used in this Agreement shall have the same meaning as
     defined in the Contract of Lease unless otherwise defined herein.

1.2  Any reference in this Agreement to another document or instrument is a
     reference to that other document or instrument as the same may have been,
     or may from time to time be amended. Varied or supplemented..

1.3  Unless otherwise stated in this Agreement, all terms and conditions herein
     shall take effect from the date of this Agreement.

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1.4  Save as expressly amended and provided in this Agreement, all the terms and
     conditions of the Contract of Lease, the Side Letter and all other
     agreement relating to or connection with the same shall continue to apply
     with, and remain in, full force and effect.

2.   CONSTRUCTION WORKS FOR SECOND STOREY

2.1  At the request of the Lessee and in consideration of the Lessee's payment
     of a non-refundable cash sum of United States Dollars Four Hundred
     Fifty-Six Thousand Only (USD456,000) ("Upfront Fee") to the Lessor, the
     Lessor shall procure the construction of a second storey for the Building
     ("Construction Works") in accordance with the specifications stated in
     Schedule 2.

2.2  The Lessee shall pay the Upfront Fee to the Lessor in the following stages:

     (a)  The Lessee shall pay the sum of the United States Dollars Ninety-One
          Thousand Two Hundred Only (USD91,200) upon the acceptance of the
          Letter of Offer dated 9/th/ November 1999 granted by the Lessor
          (hereinafter referred to as the "letter of Offer");

     (b)  The Lessee shall pay the sum of United States Dollars Ninety-One
          Thousand Two Hundred Only (USD91,200) within one (1) month after the
          acceptance of the Letter of Offer;

     (c)  The Lessee shall pay the sum of United States Dollars One Hundred
          Thirty-six Thousand Eight Hundred Only (USD136,800) within two (2)
          months after the acceptance of the Letter of Offer; and

     (d)  The Lessee shall pay the sum of United States Dollars One Hundred
          Thirty-six Thousand Eight hundred Only (USD136,800) upon the
          completion of the Construction Works.

2.3  The Lessor shall commence the Construction Works upon the execution of his
     Agreement and shall procure its completion within three (3) months from the
     date hereof on 31/st/ January 2000 (whichever is later).

2.4  The Construction Works shall be limited to the scope stated in Schedule 1
     of this Agreement.

2.5  The specification stated in Schedule 2 of this Agreement shall be deemed to
     be included into Schedule 1 of the Contract of Lease with effect from
     completion of the Construction Works.

2.6  The Construction Works shall be deemed to be completed upon the issuance of
     the Certificate of Completion by the engineer nominated by the Lessor.

2.7  Notwithstanding Clause 11.1 of the Contract of Lease pertaining to the
     Lessors obligation to grant quiet enjoyment of the Leased Premises to the
     Lessee, in order to facilitate the Construction Works , the Lessee hereby
     undertakes and agrees as follows:

     (a)  The Lessee shall grant the Lessor, its contractors, sub-contractors
          and all other persons authorized by the Lessor free and unrestricted
          access to the land Lot and the Building for the purpose of the
          Construction Works in accordance with Clause 20.1 of the Contract of
          Lease. The Lessor shall give three (3) days notice to the Lessee
          before the commencement of the Construction Works and thereafter shall
          not be required to serve any further notices prior to entry.

     (b)  The Lessee shall at the request of the Lessor, Its contractors,
          sub-contractors or such other persons authorized by the Lessor, move
          or remove the Lessee's installations, goods

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          or articles within the Leased Premised at the Lessee's own cost and
          within the specified time to facilitate the carrying out of the
          Construction Works.

     (c)  The Lessee expressly acknowledges that the Construction Works may
          result in interruption or interference with its production and other
          activities in the Building and/or Land Lot, and undertakes not to hold
          the Lessor, its contractors, sub-contractors and all other persons
          authorized by the Lessor liable for loss (whether direct or
          consequential including but not limited to loss of profit or other
          economic losses) damage or inconvenience resulting from such
          interruption or interference caused by or in relation to the
          Construction Works.

     (d)  Without prejudice to the generally of Clause 38 of the Contract of
          Lease, the Lessee undertakes not to hold the Lessor liable for any
          consequential losses or damages (including but not limited the
          economic losses, increased costs of production, loss of profit) caused
          by or in relation to the Construction Works unless such losses or
          damages were caused by the willful misconduct or negligence of the
          Lessor, its contractors, sub-contractors, agents or representatives
          who work for and on behalf of the Lessor.

3.   AMENDMENTS TO THE CONTRACT OF LEASE & SIDE LETTER

3.1  REVISED GROSS FLOOR AREA
     Upon completion of the Construction Works,

     (a)  the estimated gross floor area of the second storey of the Building
          shall be approximately 1,890 square meters; and

     (b)  the existing gross floor area of the Building from approximately 4,050
          square meters shall be revised to approximately 5,940 square meters.

     The revised gross floor area of the Building being approximately 5,940
     square meters shall be used for the purpose of assessing the Rent and
     Service Charge.

3.2  REVISED TERM
     Clause 1.1 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "This Contract shall have a term of eight (8) years and eight (8) months
     ("Term") commencing on 1/st/ August 1999 ("Possession Date") and ending
     31/st/ January 2003, subject to the provisions of Clause 2 below".

3.3  REVISED RENT PERIOD
     Clause 1.2 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "There shall be a rent period of ninety-six (96) months during the Term:

     (a)  commencing from 1/st/ October 1999 and ending on 30/th/ September 2000
          (both dates included) ("1/st/" Rent Period);

     (b)  commencing from 1/st/ October 2000 and ending on 30/th/ September 2001
          (both dates included)("2/nd/ Rent period');

     (c)  commencing from 1/st/ December 2001 and ending on 30/th/ November 2002
          (both dates included)("3/rd/ Rent Period");

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     (d)  commencing from 1/st/ April 2003 and ending on 31/st/ March 2004 (both
          dates included) ("4/th/ rent Period");

     (e)  commencing from 1/st/ April 2004 and ending on 31/st/ March 2005 (both
          dates included) ("5/th/ Rent Period");

     (f)  commencing from 1/st/ April 2005 and ending on 31/st/ March 2006 (both
          dates included) ("6/th/ Rent Period");

     (g)  commencing from 1/st/ April 2006 and ending on 31/st/ March 2007 (both
          dates included) ("7/th/ Rent Period");

     (h)  commencing from 1/st/ April 2007 and ending 31/st/ March 2008 (both
          dates included) ("8/th/ Rent Period");

     and the 1/st/ Rent Period, 2/nd/ Rent Period, 3/rd/ Rent Period, 4/th/ Rent
     Period, 5/th/ Rent Period, 6/th/ Rent Period, 7/th/ Rent Period and 8/th/
     Rent Period shall be collectively known as "Rent Period" hereinafter.
     During the Rent Period, the Lessee shall pay all charges due and stipulated
     in this Contract including Rent."

3.4  REVISED RENT FREE PERIOD
     Clause 1.4 of the Contract of Lease shall be deleted and substitute with
     the following clause:

     "There shall be a rent free period of six (6) months during the Term:

     (a)  commencing on 1/st/ October 2001 until 30/th/ November 2001 (both
          dates included) ("1/st/ Rent Free Period"); and

     (b)  commencing on 1/st/ December 2002 until 31/st/ March 2003 (both dates
          included) ("2" Rent Free Period");

     and the 1/st/ Rent Free Period and 2/nd/ Rent Free Period shall be
     collectively known as "Rent free Period hereinafter. During the Rent Free
     Period, the Lessee shall pay all charges due and stipulates in this
     Contract except Rent."

3.5  RENEWAL CLAUSE
     Clause 2.2 of the Contract of Lease and Clause 2.2(a) in the Side letter
     shall be deleted.

3.6  REVISED RENT
     Clause 3.1 of the Contract of Lease shall be deleted and substitute with
     the following clause:

     "In consideration of the Lessor granting of the Leased Premises to the
     Lessee, the Lessee shall pay the Lessor a monthly rent ("Rent") for the
     Rent Period at the following rates:

     (a)  During the 1/st/ Rent Period commencing from 1/st/ October 1999 to
          31/st/ January 2000, the monthly Rent shall be United States Dollars
          Twenty Thousand Two Hundred and Fifty Only (USD20,250.00);

     (b)  During the 1/st/ Rent Period commencing from 1/st/ February 2000 to
          30/th/ September 2000 the monthly Rent shall be United States Dollars
          Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
          (USD21,740.40);

     (c)  During the 2/nd/ Rent Period, the monthly Rent shall be United States
          Dollars Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
          (USD21,740.40);

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     (d)  During the 3/rd/ Rent Period, the monthly Rent shall be United States
          Dollars Twenty-One Thousand Seven Hundred Forty and Cents Forty Only
          (USD21,740.40);

     (e)  During the 4/th/ Rent Period, the monthly Rent shall be United States
          Dollars Twenty-Two Thousand Eight Hundred Fifty Only (USD22,850.00);

     (f)  During the 5/th/ Rent Period, the monthly Rent shall be United States
          Dollars Twenty-Five Thousand One Hundred Fifty-Seven Only
          (USD25,157.00);

     (g)  During the 6/th/ Period, the monthly Rent shall be United States
          Dollars Twenty-Seven Thousand Six Hundred Thirty-Eight Only
          (USD27,638.00);

     (h)  During the 7/th/ Rent Period, the monthly Rent shall be United Stated
          Dollars Thirty Thousand Nine Hundred Fifty-Four Only (USD30,954.00);

     (i)  During the 8/th/ Rent Period, the monthly Rent shall be Thirty-Four
          Thousand Six Hundred Sixty-Nine Only(USD34,669.00).

     Rent shall be paid in advance without demand or deduction in half-yearly
     installments."

3.7  REVISED RENT DUE DATES
     Clause 3.2 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "Unless otherwise permitted by the Lessor or stated herein, the Rent shall
     be due and payable on the following dates (individually referred to as
     "Rent Due Date" and collectively referred to as "Rent Due Dates"):

     (a)  Rent for the first four (4) months of the 1/st/ Rent Period (from
          1/st/ October 1999 till 31/st/ January 2000) shall be due and payable
          on 1/st/ October 1999;

     (b)  Rent for the next two (2) months of the 1/st/ Rent Period (from 1/st/
          February 2000 till 31/st/ March 2000) shall be due and payable on
          1/st/ February 2000;

     (c)  Rent for the next last six (6) months of the 1/st/ Rent Period (from
          1/st/ April 2000 till 30/th/ September 2000) shall be due and payable
          on 1/st/ April 2000;

     (d)  Rent for the first six (6) months of the 2/nd/ Rent Period (from 1/st/
          October 2000 till 31/st/ March 2001) shall be due and payable on 1/st/
          October 2000;

     (e)  Rent for the next six (6) months of the 2/nd/ Rent Period (from 1/st/
          April 2001 till 30/th/ September 2001) shall e due and payable on
          1/st/ April 2001;

     (f)  Rent for the first six (6) months of the 3/rd/ Rent Period (from 1/st/
          December 2001 till 31/st/ May 2002) shall be due and payable on 1/st/
          December 2001;

     (g)  Rent for the next six (6) months of the 3/rd/ Rent Period (from 1/st/
          June 2002 till 30/th/ November 2002) shall be due and payable on 1/st/
          June 2002;

     (h)  Rent for the first six (6) months of the 4/th/ Rent Period (from 1/st/
          April 2003 till 30/th/ September 2003) shall be due and payable on
          1/st/ December 2002;

     (i)  Rent for the next six (6) months of the 4/th/ Rent Period (from 1/st/
          October 2003 till 31/st/ March 2004) shall be due and payable on 1/st/
          October 2003;

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     (j)  Rent for the first six (6) months of the 5/th/ Rent Period (from 1/st/
          April 2004 till 30/th/ September 2004) shall be due and payable on
          1/st/ April 2004;

     (k)  Rent for the next six (6) months of the 5/th/ Rent Period (from 1/st/
          October 2004 till 31/st/ March 2005 shall be due and payable on 1/st/
          October 2004;

     (l)  Rent for the first six (6) months of the 6/th/ Rent Period (from 1/st/
          April 2005 till 30/th/ September 2005) shall be due and payable on
          1/st/ April 2005;

     (m)  Rent for the next six (6) months of the 6/th/ Rent Period (from 1/st/
          October 2005 till 31/st/ March 2006) shall be due and payable on 1/st/
          October 2005;

     (n)  Rent for the first six (6) months of the 7/th/ Rent Period (from 1/st/
          April 2006 till 30/th/ September 2006) shall be due and payable on
          1/st/ April 2006;

     (o)  Rent for the next six (6) months of the 7/th/ Rent Period (from 1/st/
          October 2006 till 31/st/ March 2007) Shall be due and payable on 1/st/
          October 2006;

     (p)  Rent for the first six (6) months of the 8/th/ Rent Period (from 1/st/
          April 2007 till 30/th/ September 2007) shall be due and payable on
          1/st/ April 2007;

     (q)  Rent for the next six (6) months of the 8/th/ Rent Period (from 1/st/
          October 2007 till 31/st/ March 2008) shall be due and payable on 1/st/
          October 2007."

3.8  REVISED PROPERTY MANAGEMENT SERVICE CHARGE
     Clause 4.1 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "In consideration of the EM Service as stated in Schedule 3, the Lessee
     shall pay the Lessor a property management service charge ("Service
     Charge") calculated at the rate of;

     (a)  United States Dollars Six Hundred and Seven and Cents Fifty Only
          (USD607.50) per month from the Possession Date till 31/st/ December
          1999;

     (b)  United States Dollars One Thousand and Twelve and Cents Fifty Only
          (USD1,012.50) per month from 1st January 2000 till 31/st/ January
          2000;

     (c)  United States Dollars One Thousand Four Hundred Eighty-Five Only
          (USD1,485.00) per month from 1/st/ February 2000 onwards fro the
          remainder of the Term;

     payable without demand or deduction and in advance by half-yearly or
     eight-monthly installments on each Sc Due Date (as hereinafter defined)."

3.9  REVISED SC DUE DATES
     Clause 3.7 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "Unless otherwise permitted by the Lessor as stated herein, the Service
     Charge shall be due and payable on the following due dates (Individually
     referred to as "SC Due Date" and collectively referred to as "SC Due
     Dates"):

     (a)  Service Charge for the Fitting Out Period shall be due and payable
          upon the execution of this Contract by the Lessee or the Possession
          Date, whichever shall be earlier;

     (b)  Service Charge for the first six (6) months of the 1/st/ Rent Period
          (from 1/st/ October 1999 till 31/st/ March 2000) shall be due and
          payable on 1/st/ October 1999;

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     (c)  Service Charge for the next six (6) months of the 1/st/ Rent Period
          from 1/st/ April 2000 till 30/th/ September 2000 shall be due and
          payable on 1/st/ April 2000;

     (d)  Service Charge for the first six (6) months of the 2/nd/ Rent Period
          (from 1/st/ October 2000 till 31/st/ March 2001) shall be due and
          payable on 1/st/ October 2000;

     (e)  Service Charge for the next six (6) months of the 2/nd/ Rent Period
          from 1/st/ April 2001 till 30/th/ September 2001) and the 1/st/ Rent
          Free Period shall be due and payable on 1/st/ April 2001;

     (f)  Service Charge fort he first six (6) months of the 3/rd/ Rent Period
          and the 1/st/ Rent Free Period (from 1/st/ October 2001 till 31/st/
          May 2002) shall be due and payable on 1/st/ October 2001; and

     (g)  Service Charge for the next six (6) months of the 3/rd/ Rent Period
          from 1/st/ June 2002 till 30/th/ November 2002) and the 2/nd/ Rent
          Free Period shall be due and payable on 1/st/ June 2002;

     (h)  Service Charge for the first six (6) months of the 4/th/ Rent Period
          and the 2/nd/ Rent Free Period (from 1/st/ December 2002 till 30/th/
          September 2003) shall be due and payable on 1/st/ December 2002;

     (i)  Service Charge for the second six (6) months of the 4/th/ Rent Period
          (from 1/st/ October 2003 till 31/st/ March 2004) shall be due and
          payable on 1/st/ October 2003;

     (j)  Service Charge for the first six (6) months of the 5/th/ Rent Period
          (from 1/st/ April 2004 till 30/th/ September 2004) shall be due and
          payable on 1/st/ April 2004;

     (k)  Service Charge for the second six (6) months of the 5/th/ Rent Period
          (from 1/st/ October 2004 till 31/st/ March 2005) shall be due and
          payable on 1/st/ October 2004;

     (l)  Service Charge for the first six (6) months of the 6/th/ Rent Period
          (from 1/st/ April 2005 till 30/th/ September 2005) shall be due and
          payable on 1/st/ April 2005;

     (m)  Service Charge for the second six (6) months of the 6/th/ Rent Period
          (from 1/st/ October 2005 till 31/st/ March 2006) shall be due and
          payable on 1/st/ October 2005;

     (n)  Service Charge for the first six (6) months of the 7/th/ Rent Period
          (from 1/st/ April 2006 till 30/th/ September 2006) shall be due and
          payable on 1/st/ April 2006;

     (o)  Service Charge for the second six (6) months of the 7/th/ Rent Period
          (from 1/st/ October 2006 till 31/st/ March 2007) shall be due and
          payable on 1/st/ October 2006;

     (p)  Service Charge for the first six (6) months of the 8/th/ Rent Period
          (from 1/st/ April 2007 till 30/th/ September 2007) shall be due and
          payable on 1/st/ April 2007;

     (q)  Service Charge for the second six (6) months of the 8/th/ Rent Period
          (from 1/st/ October 2007 till 31/st/ March 2008) shall be due and
          payable on 1/st/ October 2007.'

3.10 REVISED SECURITY DEPOSIT
     Clause 7.1 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "The Lessee shall place the following security deposits ("Security
     Deposit") with the Lessor on the following dates:

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     (a)  On or before the date of this contract the Lessee shall place a
          Security Deposit of United States Dollars Eighty-One Thousand only
          (USD81,000.00) with the Lessors as follows:

          (i)  United States Dollars Twenty Thousand Two Hundred and Fifty Only
               (USD20,250.00) in cash; and

          (ii) United States Dollars Sixty Thousand Seven Hundred and Fifty Only
               (USD60,750.00) in the form of a Banker's Guarantee/Insurance Bond
               in favour of the Lessor and upon such terms and conditions as
               specified by the Lessor;

     (b)  On or before 1/st/ February 2000, the Lessee shall place a Security
          Deposit of United States Dollars Eighty-six Thousand Nine Hundred
          Sixty-One and Cents Sixty Only (USD86,961.60) with the Lessor as
          follows:

          (i)  United States Dollars Twenty-One Thousand Seven Hundred Forty and
               Cents Forty Only USD21,740.00) in cash; and

          (ii) United States Dollars Sixty-Five Thousand Two Hundred Twenty-One
               and Cents Twenty Only (USD65,221.20) in the form of a Banker's
               Guarantee/Insurance Bond in favour of the Lessor and upon such
               terms and conditions as specified by the Lessor;

          Whereupon the Security Deposit (after such deductions as permitted in
          this Contract) placed earlier on or before the date of the Contract
          shall be returned to the Lessee;

     (c)  On or before 1/st/ December 2002, the Lessee shall place a Security
          Deposit of United States Dollars Ninety-One Thousand Four Hundred Only
          (USD91,400.00) with the Lessor as follows:

          (i)  United States Dollars Twenty-Two Thousand Eight Hundred Fifty
               Only (USD22,850.00) in cash: and

          (ii) United States Dollars Sixty-Eight Thousand Five Hundred Fifty
               Only (USD68,550.00) in the form of a Banker;s Guarantee/Insurance
               Bond in favour of the Lessor and upon such terms and conditions
               as specified by the Lessor".

          whereupon the Security Deposit (after such deductions as permitted in
          this Contract placed earlier on 1/st/ February 2000 shall be returned
          to the Lessee;

     (d)  On or before 1/st/ February 2004, the Lessee shall place a Security
          Deposit of United States Dollars One Hundred Thousand Six Hundred
          Twenty-Eight Only (USD100,628.00) with the Lessor as follows;

          (i)  United States Dollars Twenty-five Thousand One Hundred
               Fifty-Seven Only (USD25,157.00) in cash; and

          (ii) United States Dollars Seventy-five thousand Four Hundred
               Seventy-One Only (USD75,471.00) in the form of a Banker's
               Guarantee/Insurance Bond in favour of the Lessor and upon such
               terms and conditions as specified by the Lessor;

          whereupon the Security Deposit (after such deductions as permitted in
          this Contract) placed earlier on 1/st/ December 2002 shall be returned
          to the Lessee;

<PAGE>

     (e)  On or before 1/st/ April 2005, the Lessee shall place a Security
          Deposit of United States Dollar One Hundred Ten Thousand five Hundred
          Fifty-Two Only (USD110,552.00) with the Lessor as follows;

          (iii)  United States Dollars Twenty -Seven Thousand Six Hundred Thirty
                 -Eight Only (USD27,638.00) in cash; and

          (iv)   United States Dollars Eighty-Two Thousand Nine Hundred Fourteen
                 Only (USD82,914.00) in the form of a Banker's
                 Guarantee/insurance bond in favour of the Lessor and upon such
                 terms and conditions as specified by the lessor;

          Whereupon the Security Deposit (after such deductions as permitted in
          this Contract) placed earlier on 1/st/ February 2004 shall be returned
          to the Lessee;

     (f)  On or before 1/st/ April 2006, the Lessee shall place a Security
          Deposit of United States Dollars One Hundred Twenty-three thousand
          Eight Hundred Sixteen Only (USD123,816.00) with the Lessor as follows:

          (v)    United States Dollars Thirty Thousand Nine hundred Fifty-four
                 Only (USD30,954.00) in cash: and

          (vi)   United States Dollars Ninety-Two Thousand Eight hundred
                 Sixty-Two Only (USD92,862.00) in the form of a Banker's
                 Guarantee/Insurance bond in favour of the Lessor and upon such
                 terms and conditions as specified by the Lessor;

          Whereupon the Security Deposit (after such deductions as permitted in
          this contract) placed earlier on 1/st/ April 2005 shall be returned to
          the Lessee;

     (g)  On or before 1/st/ April 2007, the Lessee shall place a Security
          Deposit of United States Dollars One Hundred Thirty-Eight Thousand Six
          Hundred Seventy-Six Only (USD 138,676) with the Lessor as follows:

          (vii)  United States dollars Thirty-four Thousand Six Hundred
                 Sixty-Nine Only (USD34,669.00)

          (viii) United States Dollars One Hundred and Four Thousand Seven Only
                 (USD104,007.00) in the form of a Banker's Guarantee/Insurance
                 Bond in favour of the Lessor and upon such term and conditions
                 as specified by the Lessor;

          Whereupon the Security Deposit (after such deductions as permitted in
          this contract) placed earlier on 1/st/ April 2006 shall be returned to
          the Lessee."

3.11 IMMEDIATE TERMINATION BY THE LESSEE
     Clause 40.4 of the Contract of Lessee shall be deleted and substituted with
     the following clause:

     "The Lessee may terminate without notice and forfeit this Contract with
     immediate effect in the event that:

     (a)  the lessor enters into liquidation, whether compulsory or voluntary
          save for the purpose of reconstruction or amalgamation) or the Lessor
          enters into any arrangement with its creditors by composition or
          otherwise in anticipation of liquidation ;or

<PAGE>

     (b)  the Lessor becomes bankrupted, insolvent or is dissolved, makes as
          assignment for the benefit of its creditors, or has filed any petition
          in court seeking any readjustment, arrangement, suspension,
          condonation or reduction of the Lessee debts, liabilities or
          obligations;

     PROVIDED THAT the Lessee's other rights and remedies in respect of any
     breach of the Lessor's Obligation shall not be prejudiced.

3.12 EARLY TERMINATION WITH NOTICE BY THE LESSEE
     The following clause be inserted after Clause 40.4 of the Contract of Lease
     and numbered Clause 40.5:

     "The Lessee may terminate with one (1) week's written notice and forfeit
     this contract upon the expiry of the notice in the even that the Lessor
     breaches any of the Lessor's Obligations under this Contract and the Lessor
     has failed to commence any action to remedy the breach within twenty-one
     (21) days from the date of receipt of the Lessee's written notice to remedy
     the breach or within such longer period as the Lessor may deem necessary or
     reasonable to procure the commencement of the remedial action;

     PROVIDED THAT the Lessee's other rights and remedies in respect of any
     breach of the Lessor's Obligations shall not be prejudices."

3.13 LESSEE'S UNDERTAKING NOT TO TERMINATE THE CONTRACT
     The following clause shall be inserted after Clause 40.5 of the Contract of
     Lease and numbered Clause 40.6

     "Unless Otherwise permitted by Law or provided in this contract, the Lessee
     shall not be entitled to terminate this contract."

3.14 LESSEE'S LIABILITY FOR RENT AND SERVICE CHARGE
     The following clause shall be inserted after Clause 40.6 of the Contract of
     Lease and numbered Clause 40.7:

     "If the Lessee terminate this contract prior to the expiry of the Term
     other than by exercising its rights under Clauses 40.4 and 40.5 the Lessee
     shall be liable for Rent for the entire Term and the Security Deposit shall
     be forfeited immediately upon termination."

3.15 OPTION TO PURCHASE
     Clause 51 of the Contract of Lease shall be deleted and substituted with
     the following clause:

     "51.1 During the Term of this Contract, the Lessee is granted an option to
           purchase the Leased Premises on the following terms:

           (a)  the option shall expire upon the termination of this contract;

           (b)  the Sale Price of the Leased Premises shall be in the following
                manner:

                (i)  if the lessee exercised the option on or before 30/th/
                     September 2000, the Sale Price of the Leased Premises is
                     United States Dollars Two Million Eight Hundred Thirty-Six
                     Thousand Only (USD2,836,000.00);

                (ii) if the Lessee exercises the option during the 2/nd/ Rent
                     Period or the 1/st/ Rent Free Period (i.e. from 1st October
                     2000 to 30/th/ November 2001), the Sale Price of the Leased
                     Premises is United States dollars Three Million Seventy-Six
                     Thousand Only (USD3,076,000);

<PAGE>

                (iii)  if the Lessee exercises the option during the 3rd Rent
                       Period or the 2/nd/ Rent Free Period (i.e. from 1/st/
                       December 2001 to 31/st/ March 2003), the Sale Price of
                       the Leased Premises is United States Dollars Three
                       Million Three Hundred Thirty Six thousand Only
                       (USD3,336,000);

                (iv)   if the Lessee exercises the option during the 4/th/ Rent
                       Period, the Sale Price of the Leased Premises is United
                       States Dollars Three Million Six Hundred Fifty-Two
                       Thousand Eight Hundred Only (USD3,652,800);

                (v)    if the Lessee exercises the option during the 5/th/ Rent
                       Period, the Sale Price of the Leased Premises is United
                       States Dollars four Million Four Thousand Four Hundred
                       Forty-eight Only (USD4,004,448);

                (vi)   if the Lessee exercises the option during the 6/th/ Rent
                       Period, the Sale Price of the Leased Premises id United
                       States Dollars Four Million three hundred Ninety-Four
                       Thousand Seven Hundred Seventy-Seven Only (USD4,394,777);

                (vii)  if the Lessee exercises the option during the 7/th/ Rent
                       Period, the Sale Price of the Leased Premises is United
                       States Dollars Four Million Eight Hundred Twenty-Eight
                       Thousand and Forty-Three Only (USD4,828,043);

                (viii) if the Lessee exercises the option during the 8/th/ Rent
                       Period, the Sale Price of the Leased Premises is United
                       States Dollars Five Million Three Hundred eight thousand
                       Nine Hundred Sixty-Seven Only (USD5,308,967).

           (c)  the payment schedule of the Sale Price shall be as follows:

<TABLE>
<CAPTION>
                       Stage                                            Percentage of
                                                                        Sale Price
<S>             <C>                                                     <C>
                l.     Upon exercising the option                            40%
                ll.    Upon the signing of the Deed of Conditional Sale      30%
                lll.   Upon the signing of the /Deed of Absolute Sale        30%
</TABLE>

           (d)  there being no outstanding material breach by the Lessee (which
                test of materiality shall be determined by the Lessor whose
                decision shall be final) under this Contract at the time of the
                Lessee's exercise of the option to purchase the Leased Premises.

     51.2  To exercise the option to purchase the Leased Premises, the Lessee
           shall notify the Lessor in writing of its intention to exercise the
           option together with payment of forty percent (40%) of the Sale
           Price. Thereafter, the Lessor shall procure the Deed of Conditional
           Sale for the Lessee to execute.

     51.3  In the event that the Lessee exercises this option in accordance with
           Clause 51.2, the sum of United States Dollars Four Hundred and
           Fifty-Six Thousand Only (USD456,000) and the following percentage of
           the total Rent paid by the Lessee under this Contract prior to the
           Lessee's exercise of the said option shall be considered as part of
           the Sale Price for the Leased Premises:

<PAGE>

                          Time of Exercise of Option               Percentage of
                                                                       Rent

                 During Fitting Out Period & 1/st/ Rent Period           25%
                 During 2/nd/ Rent Period & 1/st/ Rent Free Period       40%
                 During 3/rd/ Rent Period & 2/nd/ Rent Free Period       45%
                 During the 4/th/ Rent Period                            50%
                 During the 5/th/ Rent Period                            50%
                 During the 6/th/ Rent Period                            45%
                 During the 7/th/ Rent Period                            45%
                 During the 8/th/ Rent Period                            45%

4.     REINSTATEMENT DEPOSIT

4.1    Pursuant to Clause 16.3 of the Contract of Lease, the Lessee shall place
       an additional reinstatement deposit with the Lessor for the cash sum of
       Pesos Nine Hundred thousand Only(P900,000)("2/nd/ Storey Reinstatement
       Deposit") on or before the execution of this Agreement.

4.2    At the request of the Lessee, the Lessor has agreed to accept a surety
       bond instead of a cash payment for the 2/nd/ Storey Reinstatement
       Deposit, provided that such surety bond shall be subject to the term and
       condition approved by the Lessor.

4.3    The 2/nd/ Storey Reinstatement Deposit shall not at any time be deemed as
       payment of all or any part of the Rent or Service Charge.

4.4    On or before the termination of the Contract of Lease or expiry of the
       term, the lessee shall reinstate the Building to the satisfaction of the
       Lessor (insofar as removing the second storey of the Building) to return
       to its original state as at the Possession Date.

4.5    In the event that the Lessee breaches its obligations under Clause 4.4
       hereof, the lessor shall be entitled (but not obligated) to reinstate the
       Building to its original state as at the Possession Date and the cost of
       reinstatement works, shall be for the account of the Lessee. The Lessor
       may deduct the cost of reinstatement from the 2/nd/ Storey Reinstatement
       Deposit and if it is insufficient, the Lessor shall give a seven (7) days
       prior written demand to the Lessee whereupon the Lessee shall pay the
       amount stated therein upon the expiry of the demand.

4.6    Upon the full reinstatement of the Building to its original state as at
       the Possession Date at the Lessee's expense and to the satisfaction of
       the Lessor, the 2/nd/ Storey Reinstatement Deposit shall be returned
       without interest to the Lessee within thirty (30) days after the expiry
       of the Term ort he termination of the Contract of Lease (whichever the
       earlier).

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Contract or Lease to be
executed on the date and at the place above-mentioned.

         RBF DEVELOPMENT CORPORATRION            PSi TECHNOLOGIES (LAGUNA), INC.
                    (Lessor)                                 (Lessee)


         By:   /s/ Yolanda L. Nasoles                 /s/ Arthur J. Young, Jr.

               YOLANDA L. NASOLES                     ARTHUR J. YOUNG, JR.
                 Vice President                            President

                           SIGNED IN THE PRESENCE OF:

-----------------------------------            --------------------------------