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                                                                     Exhibit 4.8

                                                                  EXECUTION COPY

                                 LEASE CONTRACT

This CONTRACT is made on May 7, 2004

BETWEEN:

(1)  Dongguan Changan County Changshi Development Company, having its registered
     address at the 11th Floor, Changan Group Building, Changan County, Dongguan
     City, Guangdong Province, the People's Republic of China and whose legal
     representative is Lin Guang Hui (hereinafter referred to as "Party A");

(2)  Timerson Limited, a company having its registered address at the 14th
     Floor, QPL Industrial Building, 138 Texaco Road, Tsuen Wan, New
     Territories, Hong Kong and whose authorised representative is Robert Gange
     (hereinafter referred to as "Party B"); and

(3)  Dongguan Changan Leyiwen Semin-Conductor Testing Factory, having its
     registered address at Zhenan Industrial Park, Changan County, Dongguan
     City, Guangdong Province, the People's Republic of China ("PRC") and whose
     representative is Cai Han Guang (hereinafter referred to as "Factory").

WHEREAS:

(A) Factory is the holder of the land use rights to certain legally obtained
industrial-use land with a total area of 43,800 m2 in Dongguan (the
"Construction Land"). Party A as the parent of Factory intends to invest and
build on the Construction Land a plant, other associated building and
manufacturing facilities including dormitories and related annexes, power cable,
external water supply and drainage systems and other ancillary infrastructure
(collectively, the "Factory Facilities") all to be leased to Party B and, upon
the establishment of a wholly foreign-owned enterprise (the "WFOE") in Changan
County, Dongguan City by Party B's fellow subsidiary ASAT (Caymen) Limited. to
engage in the business of semiconductor assembly and testing, to the WFOE.

(B) Party A and Party B have entered into a Piling Contract on 15 July 2003
("Piling Contract") whereby Party A agreed to undertake and complete land
reclamation, piling system design and drilling works on the Construction Land.

(C) Party A and Party B will enter into a Management Services Agreement whereby
Party A will provide management services to Party B in respect of the Factory
Facilities ("Management Agreement").

(D) Factory has agreed to enter into this Contract to signify its consent to and
acknowledgment of the terms of this Contract.

Through friendly negotiations and in consideration of the mutual benefits, the
parties agree the terms and conditions as follows:

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                                    ARTICLE 1

1.   LEASE OF PROPERTY

1.1  According to the approval from the Dongguan State-owned Land Administration
     Bureau (Reference No. 344 of 2002) and the State Owned Land Use Right
     Certificate (No. Dong Fu Guo Yong (2003) Zi No. Te269), Factory is the
     owner of the land use right of the Construction Land. Factory has obtained
     Land Construction Planning Permit (Reference No. 2003-13-00035) from
     Dongguan City Construction and Planning Bureau for the construction of the
     Factory Facilities. With Factory's permission which is hereby given, Party
     A will invest and construct the Factory Facilities on the Construction Land
     according to design drawings agreed upon by the Parties and approved by the
     department in charge of the construction and planning authorities. Party A
     shall bear all the costs and expenses (relating to the design, the
     construction and all other expenses and costs) so as to make the Factory
     Facilities being fully available to Party B as contemplated in this
     Contract. Details of the Factory Facilities are set out in Appendix I
     hereto and the blueprint of the Factory Facilities is set out in Appendix
     IA hereto. Any dispute arising out of or relating to the construction shall
     be construed in accordance with the design drawings agreed upon by the
     Parties and approved by the construction and planning authorities. Party A
     agrees that upon the establishment of the WFOE, Party B may assign its
     rights and obligations under this Contract to the WFOE and shall procure
     the WFOE to assume all its rights and obligations hereunder and Party A
     shall accept the WFOE as the lessee under this Contract in the place of
     Party B. All references in this Contract to Party B shall unless provided
     otherwise be references to the WFOE after the establishment of the WFOE.
     After obtaining its business license, the WFOE shall issue a confirmation
     letter to Party A to acknowledge and assume the place of Party B to this
     Contract. On the date of the confirmation letter, all rights and
     obligations of Party B hereunder shall be assumed by the WFOE effectively.

1.2  Party A shall construct the Factory Facilities from the date of this
     Contract and shall complete the construction before 31 October 2004 (except
     the ancillary infrastructure under 5(C) of Appendix I to this Contract
     which should be completed by Handover Date) (the "Date of Completion").
     During the construction period, Party B shall have the right to inspect the
     construction site and suggest for alteration to the design or construction,
     subject to the approval from the department in charge of the construction
     and planning authorities. If Party A accepts the proposed changes from
     Party B and the cost of construction increases as a result, the additional
     costs shall be borne by Party B. The Date of Completion may be postponed
     until such time as reasonably agreed upon by the Parties to the extent that
     the delay is caused by amendments to design drawings and/or other
     construction requirements proposed by Party B. Within three months of the
     Date of Completion (or such other period as may be agreed by Party B in
     writing) Party A shall apply to conduct completion acceptance inspection
     for the Factory Facilities, obtain the Real Property Ownership Certificate
     for Factory Facilities, arrange for leasehold-related registrations (the
     "Registration Completion Date").

1.3  After the Registration Completion Date, Party A must use its best endeavors
     to assist Party B's fellow subsidiary in obtaining all necessary approvals,
     Certificate of Approval

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     and Business License for the WFOE and other fire prevention, environmental
     protection and legal approvals related to the semi-conductor industry, so
     that after the completion of the construction of the Factory Facilities,
     Party B can nominate its contractor to do renovation work for the
     production of the WFOE.

1.4  After the Date of Completion, Party A shall allow Party B or the contractor
     nominated by Party B to conduct renovation work on the Factory Facilities
     according the designed standard of Party B ("Detailed Renovation"). The
     Detailed Renovation period shall be 8 months commencing from the Date of
     Completion ("Detailed Renovation Completion Date"). Within 30 days after
     the Detailed Renovation Completion Date, Party A will assist Party B or the
     contractor nominated by Party B in obtaining the completion acceptance
     inspection certificate relating to the constructions quality, fire
     prevention and environmental compliance for all installed interior and
     exterior facilities and fixtures and all other governmental and relevant
     departmental approvals, permits or consents and hand over the Factory
     Facilities to Party B within 30 days after the Detailed Renovation
     Completion Date ("Handover Date"). Party A agrees that Party B can conduct
     machinery connections, installations, dry-runs, testing and other
     preparation (the "Preparation") for a period of 1 month after the Handover
     Date. During the period of Detailed Renovation by the contractor nominated
     by Party B and Preparation, Party A shall not charge any rent. The
     obligation of Party B to pay rent starts from the first day after the
     Preparation ("Commencement Date").

1.5  If Party A fails to complete the construction of the Factory Facilities and
     obtain the Certificate of Real Property Ownership or fulfill other
     obligations in Articles 1.1 to 1.4 and 4.1 herein, then Party B shall have
     the right to extend any of the Date of Completion, Registration Completion
     Date or Handover Date, with the extension period not more than 2 months. If
     after 2 months, Party A still fails to fulfill obligations in Articles 1.1
     to 1.4 and 4.1 herein, then Party B shall have the right not to lease the
     Factory Facilities, and demand repayment of the Deposit (see Article 1.6
     herein) already paid to Party A and claim indemnity from Party A for
     damages suffered by Party B from Party A's failure of fulfilling the
     obligations under this Contract.

1.6  Party B, as a sign of sincerity, shall make the following payments as
     rental deposit (the "Deposit") to Party A:

     (1)  HK$ 5,500,000 upon signing of this Contract;

     (2)  HK$5,500,000 upon completion of the 1st floor of the factory building
          of the Factory Facilities;

     (3)  HK$4,000,000 upon completion of the 2nd floor of the factory building
          of the Factory Facilities; and

     (4)  HK$4,000,000 upon completion of the 3rd floor of the factory building
          of the Factory Facilities.

     Each of the payments described at items (2) to (4) above is conditional
     upon Party A obtaining a confirmation letter issued by one of the executive
     directors of Party B,

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     confirming the relevant completion in accordance with the design pre-agreed
     by Party A and Party B and satisfaction to the quality of the construction.

     The amount of Deposit so paid, together with the sum of HK$2,000,000 paid
     by Party B to Party A on January 6, 2004 under the Piling Contract shall be
     applied towards the rental payments as stated in Article 2.2 and the
     management fee under Article 2.1 of the Management Contract entered into by
     Party A and Party B on the same date as the date hereof commencing with the
     first rental payment and management fee and shall continue until the
     aggregate of the paid Deposit and the HK$2,000,000 is so fully applied.

     Party A and Party B agree that the balance of the payment of HK$8,000,000
     under the Piling Contract will be substituted by the above payments. Upon
     the signing of this Contract, Party B shall be absolutely discharged of his
     obligation to make any payment to Party A under the Piling Contract.

                                    ARTICLE 2

2.   LEASE TERM AND RENTAL PAYMENT

2.1  Except as otherwise provided in this Contract, Party B agrees to lease the
     Factory Facilities and the land-use right to the Construction Land for a
     term of 15 years commencing on the Commencement Date (the "Lease"). The
     Lease may be extended pursuant to Article 2.3 of this Contract. Unless
     otherwise indicated, the term "Lease Term" used in this Contract shall mean
     the Lease and an extension thereof.

2.2  Party B agrees to lease the Factory Facilities and the land-use right and
     pay rental payments calculated as follows:

     First to Sixth rental years: HK$1,400,000 per month (exclusive of any tax,
     due and management fee).

     Seventh to Fifteen rental years: HK$700,000 (inclusive of the land use
     right fee of HK$192,000, management fee for the WFOE's foreign employees of
     HK$120,000 and rental tax of HK$50,000) per month

     The first rental year means a period of 12 months beginning from the
     Commencement Date. Each of the subsequent rental year means a period of 12
     months beginning from the next day after the completion of last rental
     year.

2.3  If Party B intends to renew the Lease, Party B shall notify Party A in
     writing three months in advance of the expiry of the Lease. Under the same
     terms and conditions, Party B has the priority to renew the Lease at the
     then commercially reasonable rate. Rental payments for the renewal period
     shall be negotiated and mutually agreed by the Parties.

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2.4  After deducting the full amount of the Deposit as stated in Article 1.6,
     Party B shall pay the full monthly rental payment as specified in Article
     2.2 above for the previous month within ten working days of the beginning
     of each month to a bank account specified by Party A. Party A shall issue a
     receipt for the same account paid. If Party B fails to pay the rental
     payment on time and fails to cure the breach within 30 days of the receipt
     of a written notice from Party A and in the absence of any breach by Party
     A, Party B shall pay Party A a penalty in the amount of 0.1% of the unpaid
     rent everyday from the date after the due date until the date of actual
     payment. If Party B fails to pay rent for more than three months in the
     absence of any breach by Party A, and has not cured the breach within 30
     days of the receipt of a written notice by Party A, Party B shall be deemed
     to have committed a fundamental breach under this Contract and Party A has
     the right to terminate this Contract and claim for damages in accordance
     with Article 7 of this Contract.

2.5  During the Lease Term, Party B shall have an option and a right of first
     refusal to purchase (collectively, the "Right to Purchase") the Factory
     Facilities and the land-use right of the Construction Land beginning from
     31 October 2008, including related insurance proceeds, if applicable . If
     Party B exercises the Right to Purchase before 31 July 2011, Party B shall
     pay to Party A the purchase price on a specific exercise date as set forth
     in Appendix II to this Contract. If Party B exercises the Right to Purchase
     after 31 July 2011, the purchase price shall be determined by the Parties
     based on the then fair market value of the Factory Facilities and the
     land-use right of the Construction Land. If Party B exercises the Right to
     Purchase on a date that is not an "Exercise Date" as specified in Appendix
     II, then the monthly rent payable for the month which the Right to Purchase
     is exercised shall be reduced pro rata.

2.6  Within the first 6 years of the Lease, Party A shall not transfer or
     mortgage the Factory Facilities or the land-use right of the Construction
     Land to any independent third party. Beginning from the seventh year of the
     Lease Term Party A may transfer the Factory Facilities and the land-use
     right to the Construction Land to a third party. However, Party A shall
     notify Party B 30 days before Party A reaches a definitive Contract with
     the third party. During this 30 days period, Party B shall have the right
     to exercise its Right to Purchase pursuant to Article 2.5 herein. If Party
     B does not respond to the notice in writing, it is deemed that Party B has
     given up the Right to Purchase, Party A may transfer the Factory Facilities
     and the land-use right to the Construction Land to a third party provided,
     however, that Party A shall procure that the assignee shall assume in
     writing all the obligations of Party A under this Contract.

2.7  Party A and Party B agree that beginning from the seventh year of the Lease
     Term Party A may mortgage the Factory Facilities and the land-use right to
     the Construction Land to a third party. However, Party A shall notify Party
     B 30 days before Party A reaches a definitive Contract with the third
     party. During this 30 days period, Party B shall have the right to exercise
     its Right to Purchase pursuant to Article 2.5 herein. If Party B does not
     respond to the notice in writing, it is deemed that Party B has given up
     the Right to Purchase, Party A may mortgage the Factory Facilities and the
     land-use right to the Construction Land to a third party. Party A has
     agreed that when the third party decides to realize its right as a
     mortgagee, Party A shall agree with the third party mortgagee to

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     grant Party B the right of first refusal to purchase the Factory Facilities
     and the land-use right of the Construction Land.

2.8  During the Lease Term, Party B or the WFOE shall have the right, with the
     consent of Party A (which consent shall not be unreasonably withheld,
     conditioned or delayed where the proposed transforee is capable to
     undertake the obligations under this Contract), to sublet the Factory
     Facilities and the land use right of the Construction Land or assign its
     rights and delegate its obligations under this Contract to any of its
     affiliates or third party. Party B shall procure that such affiliates or
     the third party shall assume in writing all obligations of Party B under
     this Contract.

2.9  Party A acknowledges and agrees that rental payments provided in this
     Contract, which shall be paid by Party B, are inclusive of all charges,
     fees, taxes, or similar items of whatever kind levied on or with respect to
     the lease of Factory Facilities and the land use right of the Construction
     Land.

                                    ARTICLE 3

3.   REPRESENTATIONS AND UNDERTAKINGS

3.1  Party A hereby represents and undertakes as follows:

     (A)  Party A is a company legally incorporated in Dongguan City, Guangdong
          Province, the PRC. It has complete right and power to carry out its
          business activities in accordance with its business registration
          certificate, memorandum and articles of association or other
          constitutional documents.

     (B)  Party A has complete corporate power to enter into this Contract and
          perform the obligations under this Contract.

     (C)  The representative of Party A signing this Contract is authorized to
          execute this Contract in accordance with the memorandum and articles
          of association and/or other constitutional documents of Party A and
          this Contract binds Party A.

     (D)  By entering this Contract, Party A has not violated any laws or
          regulations or any obligations of Party A pursuant to any existing
          contracts or Contracts to which Party A is a party or any other
          obligations of Party A to any third party.

     (E)  Party A shall apply or assist Party B in applying for all governmental
          approvals, permits or consents relating to the purchase of the
          land-use right of the Construction Land, the construction of the
          Factory Facilities (see Article 1.3 of this Contract) and the
          leasehold contemplated in this Contract and shall maintain the
          validity of all such approvals, permits or consents during the Lease
          Term.

     (F)  On Party B' s paying the rental payments as provided herein, Party A
          shall ensure Party B's peaceful and quiet enjoyment of the Factory
          Facilities and the land-use

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          right during the Lease Term as provided herein, without hindrance or
          eviction by Party A, Party A's affiliates or any other person. Party A
          covenants that it shall defend (at its sole cost and expense) any
          adverse claims of title, right or infringement that may be asserted by
          any person relating to the land use right of the Construction Land and
          the Factory Facilities that interfere with Party B's right to peaceful
          and quiet enjoyment thereof.

     (G)  Party A shall strictly implement the terms of, and perform its other
          obligations, under this Contract.

     (H)  Party A shall procure Factory strictly implement the terms of, and
          perform its other obligations, under this Contract.

3.2  Party B hereby undertakes and warrants as follows:

     (A)  Party B is a company incorporated in the Hong Kong Special
          Administrative Region, the PRC. Party B has the right and power to
          carry out its business in accordance with its business registration
          certificate, its memorandum and articles of association or other
          constitutional document.

     (B)  Party B has complete corporate power to enter into this Contract and
          to perform its obligations under this Contract.

     (C)  The representative of Party B signing this Contract is authorized to
          execute this Contract in accordance with the memorandum and articles
          of association and/or other constitutional documents of Party B and
          this Contract binds Party B.

     (D)  Party B shall strictly implement the terms of, and perform its other
          obligations, under this Contract.

3.3  Factory hereby represents and undertakes as follows:

     (A)  Factory is a non-independent legal entity incorporated in Dongguan
          City, Guangdong Province, the PRC. It has right and power to carry out
          its business activities in accordance with its business registration
          certificate.

     (B)  Factory has authorization to enter into this Contract and perform the
          obligations under this Contract.

     (C)  The representative of Factory signing this Contract is authorized to
          execute this Contract and this Contract binds Factory.

     (D)  By entering this Contract, Factory has not violated any laws or
          regulations or any obligations of Factory pursuant to any existing
          contracts or Contracts to which Factory is a party or any other
          obligations of Factory to any third party.

     (E)  Factory shall procure Party A to apply or assist Party A in applying
          for all governmental approvals, permits or consents relating to the
          construction of the

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          Factory Facilities (see Article 1.3 of this Contract) and the
          leasehold contemplated in this Contract and shall maintain the
          validity of all such approvals, permits or consents during the Lease
          Term.

                                    ARTICLE 4

4.   REQUIREMENTS FOR FACTORY FACILITIES AND RENOVATION

4.1  Party A shall construct the Factory Facilities according to the design
     drawings agreed by Party A and Party B approved by the relevant
     construction and zoning authorities. If the Factory Facilities do not
     conform to the requirements of the design drawings or fail to pass the
     completion acceptance certificate, Party A shall be responsible for
     remedial work at its own expense.

4.2  Party B shall nominate a contractor to do renovation works to the Factory
     Facilities. If the Renovation fails to satisfy the engineering,
     technological or environmental compliance-related requirements as certified
     by an Executive Director of Party B, Party A shall assist in the for
     remedial work at the contractor's expense.

4.3  During the Lease Term, if Party B intends to make any structural alteration
     to the Factory Facilities to meet Party B's requirements of processing
     production operations,. including modification, expansion or improvement of
     the Factory Facilities, it shall notify Party A in writing of its plan. The
     plan shall be agreed by Party A and approved by the relevant construction
     and planning authorities. Upon such approval, Party A shall assist Party B
     in obtaining and maintaining all necessary approvals, permits and consents
     from relevant governmental or regulatory departments relating to such
     structural alteration and assist Party B in seeking qualified contractors
     in the design and construction of the structural alteration. The cost for
     such alteration shall be borne by Party B.

4.4  Upon expiry of the Lease term, Party B shall not dismantle the fixtures
     provided by Party A in the Factory Facilities. Manufacturing equipment or
     movable fixed assets can be dismantled. Party B shall ensure that the
     dismantling will not alter the basic structure of the Factory Facilities or
     endanger the safety of the Factory Facilities.

                                    ARTICLE 5

5.   INSURANCE

5.1  Party A shall, after consultation with Party B, obtain and maintain at all
     times for six years beginning from the Handover Date full and adequate
     insurance for the Factory Facilities. Party A shall consult with Party B on
     matters relating to the purchase and maintenance of such insurance and
     provide Party B with certificates of insurance evidencing the insurance
     from time to time requested by Party B. If Party A fails to procure or
     maintain the insurance provided in this Article 5.1, Party B shall have the
     right, but not the obligation, to procure such insurance at Party A's cost.

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5.2  Party B shall at its own cost obtain and maintain from the Date of
     Completion full and adequate insurance for the renovation of the Factory
     Facilities and all the machinery and equipment provided by Party B in the
     Factory Facilities.

5.3  In the event that part or all of the Factory Facilities have been damaged,
     Party A shall use the related insurance proceeds and additional funds (if
     the proceeds are not sufficient) to repair the Factory Facilities to the
     satisfaction of party B within a reasonable time frame to be agreed upon by
     the parties. If Party A fails to repair the Factory Facilities within the
     agreed time frame, Party B shall have the right to terminate this Contract
     without any further liability to Party A; however, if the damages were
     caused by the gross negligence or willful misconduct of Party B, then Party
     A shall have the right to request that Party B reimburses it in an amount
     equal to such additional funds expensed by Party A.

                                    ARTICLE 6

6.   MAINTENANCE

6.1  During the Lease Term, Party A shall assist Party B to keep the Factory
     Facilities leased under this Contract in good repair, including ensuring
     normal operation of all facilities and equipment relating to water supply
     and sewerage, electricity supply and telecommunication within and
     surrounding the Factory Facilities necessary for the Party B to conduct
     commercial production. Party B shall be responsible at its own cost for the
     maintenance of the Factory Facilities.

6.2  During the Lease Term, Party A shall assist Party B to maintain and repair
     the Factory Facilities, machinery and equipment provided by Party B. The
     cost shall be borne by Party B.

                                    ARTICLE 7

7.   LIABILITY IN EVENT OF BREACH

7.1  If either Party breaches the representations and undertakings set forth in
     Article 3 of this Contract violates any other material terms of this
     Contract and fails to cure the breach after written notice from the other
     party, the breaching Party shall compensate the other Party for all losses
     arising therefrom. If Party B breaches the terms of this Contract
     fundamentally (see Article 2.4 of this Contract) or unilaterally decides
     not to complete the 15 year Lease in the absence of Party A's fault, Party
     B may, within 60 days of the receipt of a written notice from Party A,
     procure a tenant for the Factory Facilities, which shall assume all rights
     and obligations of Party B under this Contract, failing which, Party B
     shall compensate Party A for all losses caused by Party B, including the
     rental payments for the remainder of the 15-year Lease.

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                                    ARTICLE 8

8.   FORCE MAJEURE

8.1  "Force Majeure" shall mean events which are beyond the control of the
     Parties and not attributable to the negligence or willful conduct of a
     Party, and which are unforeseen, unavoidable or insurmountable, and which
     arise after this Contract becomes effective, and which prevent total or
     partial performance by either Party. Such events shall include earthquakes,
     typhoons, flood, natural fire, war, epidemics or any other events which
     cannot be foreseen, prevented or controlled, including events which are
     accepted as force majeure in general international commercial practice.

     The party who fails to perform all or any terms of this Contract due to
     Force Majeure shall notify the other Party in writing immediately. Within
     15 days of claiming a Force Majeure event, it shall give the details of
     such Force Majeure event and its effect with supporting documentation. All
     parties shall negotiate in good faith and reach a decision as to whether to
     terminate this Contract waive part of the obligations under this Contract
     to delay the performance of obligations under this Contract, depending on
     the extent of effect caused by the Force Majeure event.

                                    ARTICLE 9

9.   AMENDMENTS AND TERMINATION

9.1  Upon occurrence of any of the following events, this Contract can be
     amended or terminated:

     (A)  "Force Majeure" events, which render it impossible for all or any
          terms of this Contract to be performed (see Article 8 of this
          Contract) and the Parties agree in writing to terminate this Contract;
          or

     (B)  When Party B exercises its Right to Purchase pursuant to Article 2.5
          of this Contract.

9.2  Party A may terminate this Contract if:

     (A)  Party B breaches its representations and the Undertakings in Articles
          3.2(A) to (D) of this Contract and has not cured the breach within 30
          days of receiving a written notice from Party A; or

     (B)  Party B fails to pay rent for more than three months in the absence of
          any fault of Party A and has not cured the breach within 30 days of
          receiving a written notice from Party A.

9.3  Party B may terminate this Contract if:

     (A)  During the Lease Term Party A fails to maintain valid, all necessary
          governmental and regulatory approvals, permits and consents as
          provided in

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          Articles 1.1 to 1.3 of this Contract and has not cured the breach
          within 30 days of receiving a written notice from Party B; or

     (B)  Party A breaches any of the representations and undertakings of Party
          A in Articles 3.1(A) to (H) or Party A's obligations herein and such
          breach has not been cured within 30 days of receiving a written notice
          by Party B.

9.4  For the avoidance of doubt, Party B shall be at all times have title to all
     equipment, machinery, spare parts and any other fixtures, both immovable
     and moveable, placed at or upon the Factory Facilities, products in stock,
     raw materials and all related documents and files ("Party B's Properties").
     Movable assets in Party B's Property shall be returned by Party A to Party
     B upon the termination of this Contract except for Article 9.1(B).

                                   ARTICLE 10

10.  GOVERNING LAW AND ARBITRATION

10.1 The validity, interpretation and all disputes arising from this Contract
     shall be governed by the laws of the PRC.

10.2 Any disputes in connection with this Contract shall be settled through
     friendly negotiations. If within 60 days of the receipt of a written notice
     to negotiate by one Party, no settlement is reached, either party may
     submit the dispute to the Shenzhen Sub-Commission of China International
     Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The
     arbitration shall be conducted in Chinese and in accordance with rules of
     the procedures then in effect at CIETAC. An arbitration award by CIETAC
     shall be final and binding upon all parties. During the course of
     arbitration, all parties shall continue to perform those terms and
     conditions of this Contact unaffected by the dispute.

                                   ARTICLE 11

11.  OTHER TERMS AND CONDITIONS

11.1 If any or part of the provisions of this Contract is illegal, invalid or
     not enforceable, the legality, validity and enforceability of the remaining
     provisions of this Contract shall not be affected in any way.

11.2 No rights or obligations can be transferred and no amendments can be made
     to this Contract without all parties' written consent. This Contact binds
     the parties' respective successors and assigns.

11.3 Party B shall have the right to set-off claims Party B may have over Party
     A from time to time arising from Party A's obligations provided herein from
     amounts otherwise payable to Party A.

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11.4 This Contract shall come into force on the day of signing by the authorized
     representatives of Party A and Party B and Factory and the affixation of
     the official chop of all Parties.

11.5 This Contact was drafted in Chinese and executed in six counterparts, with
     Party A and Party B and Factory each holding two copies. These copies shall
     have the same legal effect.

11.6 Appendices hereinafter form an integral part of this Contract and have
     equal legal effect as the main body of this Contact. This Contract
     constitutes the entire understanding between the parties regarding the
     subject matter and supersedes all previous discussions, negotiations,
     letters of intent, Contracts or any drafts of any other legal documents.

11.7 Any notice or written communication provided for in this Contact by either
     Part to the others shall be made by facsimile or by courier services. All
     notices and communications shall be sent to the addresses set forth at the
     beginning of this Contact until the same is changed by notice given in
     writing to the other parties.

11.8 If there is any conflict between the provisions of this Contract and those
     of the Management Contract relating to the same subject matter, this
     Contract shall prevail.

                                          Party A:

                                          Company Name DONGGUAN CHANGAN COUNTY
                                                       CHANGSHI DEVELOPMENT
                                                       COMPANY


                                          By           /s/ Lin Guang Hui
                                                       -------------------------

                                          Name:

                                          Title:

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

                                       12

<PAGE>

                                          Party B:

                                          Company Name TIMERSON LIMITED


                                          By           /s/ Robert J. Gange
                                                       -------------------------

                                          Name:

                                          Title:

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

                                       13

<PAGE>

                                          Factory:

                                          Company Name DONGGUAN CHANGAN
                                                       LEYIWEN SEMIN-CONDUCTOR
                                                       TESTING FACTORY


                                          By           /s/ Cai Han Guang
                                                       -------------------------

                                          Name:

                                          Title:

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

                                       14

<PAGE>

                                   Appendix I

                      Particulars of the Factory Facilities

1. One block of factory building (including manufacturing plant, office tower
and energy center), consisting of 3 floors, with a total construction area of
49,356 square meters;

2. Two blocks of 6-story dormitory with a total construction area of 17,866
square meters, and the related annexes (including water storage tanks on roof,
sewage facilities and hot water system including diesel storage tank system);

3. A dedicated power supply lines with two feeders of 20,000 KVA directly to the
Factory Facilities

4. All external water supply and drainage systems

5. Ancillary infrastructure

     (A)  overhead bridge connecting Phase I and Phase II with a total
          construction area of 417 square meters;

     (B)  fence wall for Phase II;

     (C)  road construction around the perimeters of Factory and Dormitory.

                                       15

<PAGE>

                                   Appendix IA

                       Blueprint of the Factory Facilities

                                       16

<PAGE>

                                   Appendix II

                       Exercise Date and Fair Market Value

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

Exercise Date:                 2008.10.31    2009.1.31    2009.4.30    2009.7.31

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

Fair Market Value (HK$):       60,000,000   59,245,000   58,509,000   57,783,000

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

Exercise Date:                 2009.10.31    2010.1.31    2010.4.30    2010.7.31

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

Fair Market Value (HK$):       57,066,000   56,368,000   55,642,000   55,009,000

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

Exercise Date:                 2010.10.31    2011.1.31    2011.4.30    2011.7.31

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

Fair Market Value (HK$):       54,340,000   53,689,000   53,038,000   52,406,000

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

Notes: (1) If the actual exercise date (the "Actual Exercise Date") does not
fall on an anticipated exercise date as set forth above (the "Anticipated
Exercise Date"), the exercise price on the Actual Exercise Date shall be the
Fair Market Value as set forth for the Anticipated Exercise Date, pro-rated by
taking into account the number of days that have elapsed between the Anticipated
Exercise and the Actual Exercise Date.

(2) If the Commencement Date begins after 1 September 2005, Party B shall pay
additional rent to Party A as calculated as follows:

Additional rent to be paid by Party B = rental payment payable between 1
September 2005 and the Actual Exercise Date - rental payment paid between the
Commencement Date and the Actual Exercise Date

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