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                                                                   Exhibit 10.39


                         SUPPLEMENTAL AGREEMENT NO. 1
                         ----------------------------
                                    to the
                                    ------
                              ADVISORY AGREEMENT
                              ------------------



     This Supplemental Agreement No. 1 (this "Supplemental Agreement") is
entered into as of August 2, 2000 by and among ChipPAC, Inc., a Delaware
corporation, ChipPAC Limited, a corporation incorporated under the laws of the
Territory of the British Virgin Islands, ChipPAC International Company Limited,
a corporation incorporated under the laws of the Territory of the British Virgin
Islands (collectively, the "Companies") and SXI Group LLC ("SXI") (collectively,
the "Parties"), and hereby amends and supplements the Advisory Agreement (the
"Advisory Agreement") entered into as of August 5, 1999 by and among the
Parties.

     WHEREAS, pursuant to a Registration Statement on Form S-1 (Registration No.
333-39428) filed with the Securities and Exchange Commission on June 16, 2000,
and as amended from time to time (the "Registration Statement"), the Company is
preparing an initial public offering (the "Offering");

     WHEREAS, the Parties have agreed that upon completion of the Offering, the
Company will no longer need the services provided to it by SXI under the
Advisory Agreement, and SXI will no longer need to provide such services;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other goods and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto, intending to be legally
bound, hereby agree as follows:

     1.   Early Termination.  The Advisory Agreement shall terminate immediately
upon the satisfaction or written waiver of all of the conditions listed in
Section 2 below; provided however, that any obligations of the Companies owed
under Sections 3 or 4 of the Advisory Agreement arising prior to the termination
shall survive termination and Sections 6, 7, 8 and 12 of the Advisory Agreement
shall survive termination.

of the Advisory Agreement.

     2.   Conditions.  The Advisory Agreement shall terminate pursuant to
Section 1 above, upon the satisfaction or written waiver of all of the
following:

          a.   Offering.  The Offering shall have been consummated.

          b.   Payment of Termination Fee.  The Company shall have delivered to
SXI, by wire transfer of immediately available funds to an account or accounts
as SXI shall designate, an amount equal to $4 million (the "Termination Fee").

          c.   Payment of All Fees.  The Company shall have delivered to SXI by
wire transfer of immediately available funds to an account or accounts as SXI
shall designate, or by any other method or form of payment as SXI approves, all
and any amounts owed under Sections 3 or 4 of the Advisory Agreement as of and
up until the date of the termination of the Advisory Agreement pursuant to
Section 1, above.

          d.   The Advisory Agreement between the Companies and Bain Capital,
Inc. shall have been terminated on terms identical to those contained in this
Supplemental Agreement.
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     3.   Notices.  All notices hereunder shall be in writing and shall be
delivered personally or mailed by United States mail, postage prepaid, addressed
to the parties as follows:

          To the Companies, as appropriate:
          --------------------------------

          ChipPAC, Inc.
          3151 Coronado Drive
          Santa Clara, California 95054
          Attention: Chief Executive Officer
          Facsimile: (408) 486-5914

          ChipPAC Limited
          Road Town
          Tortola, British Virgin Islands
          Facsimile: (284) 494-3547

          ChipPAC Operating Limited
          (Name to be changed to
          ChipPAC International Company Limited)
          Road Town
          Tortola, British Virgin Islands
          Facsimile: (284) 494-3547

          To SXI:
          ------

          c/o Citicorp Venture Capital, Ltd.
          399 Park Avenue
          New York, New York 10043
          U.S.A.
          Attention:  Michael A. Delaney
                      Paul C. Schorr IV
          Facsimile:  (212) 888-2940


     4.   Assignment.  None of the Companies may assign any obligations
hereunder to any other party without the prior written consent of SXI (which
consent shall not be unreasonably withheld), and SXI may not assign any
obligations hereunder to any other party without the prior written consent of
the Companies (which consent shall not be unreasonably withheld); provided that
SXI may, without consent of the Companies, assign its rights and obligations
under this Supplemental Agreement to any of its affiliates (but only if such
affiliate is a person or entity (excluding any SXI portfolio

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companies) controlled by SXI, or in the case of an affiliate which is a
partnership, only if SXI is the ultimate general partner of such partnership) or
to Citicorp Venture Capital Ltd. The assignor shall remain liable for the
performance of any assignee.

     5.   Successors.  This Supplemental Agreement and all the obligations and
benefits hereunder shall inure to the successors and assigns of the parties.

     6.   Counterparts.  This Supplemental Agreement may be executed and
delivered by each party hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original and all of which taken
together shall constitute but one and the same agreement.

     7.   Entire Agreement; Modification; Governing Law. The terms and
conditions hereof constitute the entire agreement between the parties hereto
with respect to the subject matter of this Supplemental Agreement and
supersede all previous communications, either oral or written, representations
or warranties of any kind whatsoever, except as expressly set forth herein. No
modifications of this Supplemental Agreement nor waiver of the terms or
conditions thereof shall be binding upon either party unless approved in
writing by any authorized representative of such party. All issues concerning
this agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of New York.

     8.   Lapse. This Supplemental Agreement shall terminate and be of no
force and effect if the conditions set forth in Section 2 have not been
satisfied on or prior to December 31, 2000.


                     *     *     *     *     *     *     *



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     IN WITNESS WHEREOF, each of the Parties have caused this Supplemental
Agreement to be executed on its behalf as an instrument under seal as of the
date first above written by its officer or representative thereunto duly
authorized.


                              CHIPPAC, INC.


                              By /s/ Robert Krakauer
                                 --------------------------------------
                                 Name (Please print): Robert Krakauer
                                 Title:


                              CHIPPAC LIMITED


                              By /s/ Richard Parsons
                                 --------------------------------------
                                 Name (Please print): Richard Parsons
                                 Title: Director


                              CHIPPAC INTERNATIONAL COMPANY
                              LIMITED


                              By /s/ Richard Parsons
                                 --------------------------------------
                                 Name (Please print): Richard Parsons
                                 Title: Director


                              SXI GROUP LLC


                              By /s/ Paul C. Schorr
                                 ---------------------------------------
                                 Name (Please print): Paul C. Schorr
                                 Title: Authorized Signatory





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