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                                                                    EXHIBIT 4.2

[OMNI GRAPHIC]




                                 LETTER OF OFFER

PRIVATE AND CONFIDENTIAL

4 January 2000


Mr. Khaw Kheng Joo
President, Electronics Group
63 Holland Grove Drive
Singapore 278891

Dear Kheng Joo

OPTION TO SUBSCRIBE FOR SHARES IN THE COMPANY

We have the pleasure of informing you that the Compensation Committee of the
Board of Directors of Omni Industries Limited ("the Company") has approved
the grant of a share option of 800,000 shares (the "Option") as part of your
initial salary package upon your commencement of employment with Omni
Industries Limited.

An offer is hereby made to you for the grant of the Option to subscribe in
aggregate for 800,000 ordinary shares of S$0.10 each in the capital of the
Company (the "Option Shares") at the subscription price of S$3.10 per Option
Share. This is the market close price as of 4 January 2000.

The grant of the Option shall be subject to the following principal terms and
as such may be amended from time to time:

1.  EXERCISE OF OPTION

     The Option shall take effect upon the date of your acceptance of this
     offer (the "Date of Grant") and may be exercised by you, in whole or in
     part (in multiples of 1,000 Option Shares) in the following manner:

     (i)   you may exercise the Option from time to time after the second but
           before the third anniversary of the Date of Grant, in respect of up
           to forty (40) per cent of the Option Shares;

     (ii)  on or after the third but before the fourth anniversary of the Date
           of Grant, you may exercise the Option from time to time in respect
           of up to another twenty (20) per cent of the Option Shares; and

     (iii) on or after the fourth anniversary of the Date of Grant, you may
           exercise the Option from time to time in respect of the balance of
           the Option Shares.

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2.   OPTION NOT TRANSFERABLE

     The Option shall be personal to the you and shall not be transferred,
     charged, assigned, pledged or otherwise disposed of or encumbered in
     whole or in part unless approved by the Compensation Committee, but may
     be exercised by your duly appointed personal representatives in the
     event of death. Any breach of the foregoing shall entitle the Company to
     cancel any outstanding portion of the Option or part thereof granted to
     you.

3.   LAPSING OF OPTION

     The Option shall, to the extent unexercised, immediately lapse without
     any claim against the Company upon the earlier of:

     (i)  3 January 2010; or

     (ii) upon the occurrence of any of the following events ("Lapsing Events"):

          (a)  subject to items A and B below, your termination of full time
               employment with the Omni Industries group of companies (the
               "Group") (deemed to be the date of notice of termination of
               your employment) for any reason whatsoever;

          (b)  your bankruptcy or the happening of any other event which
               results in you being deprived of the legal or beneficial
               ownership of the Option;

          (c)  gross misconduct on your part as determined by the
               Compensation  Committee in its discretion;

          (d)  take-over of the Company; or

          (e)  winding up of the Company.

               A.   If cessation of employment with the Group is by reason of
                    ill-health, injury, disability (in each case evidenced to
                    the satisfaction of the Compensation Committee),
                    redundancy, retirement or any other reason approved in
                    writing by the Compensation Committee, you may, at the
                    absolute discretion of the Compensation Committee,
                    exercise any unexercised portion of the Option within the
                    period of six (6) months after the date of such cessation
                    of employment, or before the fifth anniversary of the
                    Date of Grant, whichever is the earlier, or within such
                    other period as may be approved, by the Compensation
                    Committee in writing. Upon the expiry of such period, the
                    Option shall lapse.

               B.   In the event of your death, any unexercised portion of
                    the Option may, at the absolute discretion of the
                    Compensation Committee,  be exercised by your duly
                    appointed legal personal representative, within a period
                    of twelve (12) months after your death or before the
                    fifth anniversary of the Date of Grant, whichever is the
                    earlier, or within such other period as may be approved
                    by the  Compensation Committee in writing provided always
                    that the Option shall be exercisable only after the first
                    anniversary of the Date of Grant. Upon the expiry of such
                    period, the Option shall lapse.

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4.   MANNER OF EXERCISE OF OPTION

     (i)  This Option may be exercised by giving notice in writing to the
          Company in the form set out in Appendix 1. Such notice must be
          accompanied by full payment of the aggregate subscription price in
          respect of the number of Option Shares subscribed for, the relevant
          charges of The Central Depository (Pte) Limited (the "CDP") and any
          other documentation that the Compensation Committee may require.
          All payments pursuant to this clause shall be made in cashier's
          order, bank draft or postal order made out in favour of the
          Company. The Option shall be deemed to be exercised upon the
          receipt by the Company of the said notice duly completed and
          accompanied by full payment of the aggregate subscription price in
          respect of the Option Shares subscribed for, the relevant CDP
          charges and any other documentation that the Compensation Committee
          may require.

     (ii) In the event that the Option is exercised in part only, the balance
          of the Option not exercised shall continue to be exercisable.

    (iii) This exercise of the Option (including the time and manner of such
          exercise) shall be subject to and carried out in accordance with
          any guidelines  that may from time to time be  prescribed by the
          Compensation Committee. The Company further reserves the right to
          treat any exercise as invalid where it has reason to believe that
          such exercise would or may infringe any applicable guidelines of
          the Stock Exchange of Singapore Limited (the "SES").

5.  ISSUE AND LISTING AND QUOTATION OF OPTION SHARES

    (i)   The Company shall, as soon as practicable after an exercise of the
          Option, allot and issue the relevant Option Shares to you and shall
          apply to the SES and any other stock exchange on which the shares
          of the Company are quoted, for permission to deal in and for
          quotation of such Option Shares. Subject to such consents or other
          required action of any competent authority under regulations or
          enactments for the time being in force and subject to compliance
          with the terms and conditions of this Option, the Option Shares
          shall be allotted and issued to you not more than ten (10) days on
          which SES is open for trading in securities ("Market Days") after
          an exercise of the Option, and within five (5) Market Days from the
          date of such allotment, the Company shall issue and despatch to CDP
          the share certificates in respect  thereof by ordinary  post or
          such other mode as the Compensation Committee may deem fit.

    (ii)  Option Shares, which are allotted on an exercise of the Option,
          shall be issued in the name of CDP or its nominees, as the case may
          be, and shall be credited to your securities account with CDP.

    (iii) The Option Shares issued on an exercise of the Option shall be
          subject to the provisions of the Articles of Association of the
          Company, and shall rank in full for all entitlements including
          dividends or other distributions declared or recommended in respect
          of the then existing issued ordinary shares of the Company, the
          date, at the close of business, on which you must be registered in
          order to participate  in any  dividends,  rights,  allotments  or
          other distributions for which is on or after the date upon which
          such Option Shares had been quoted on SES, and shall in all other
          respects rank pari passu with other shares of the Company then in
          issue.

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6.   TAKE-OVER AND WINDING UP OF THE COMPANY

     (i)  In the event of a take-over offer being made for the shares of the
          Company and such offer becoming or being declared unconditional,
          you shall, subject to Paragraph 6(v) below, be entitled to exercise
          in full or in part in the period commencing on the date on which
          such offer is made or, if such offer is conditional, the date on
          which the offer becomes or is declared unconditional, as the case
          may be, and ending on the earlier of:

          (a)  the expiry of six (6) calendar months thereafter (unless prior
               to the expiry of such six (6) month period, at the
               recommendation of the offeror and with the approvals of the
               Compensation Committee and the SES, such expiry date is
               extended to a later date (being a date falling not later than
               the date of expiry of the period commencing on the Date of
               Grant and ending on the earlier of 3 January 2010 or the date
               of occurrence of any of the Lapsing Events (the "Option
               Period")); or

          (b)  the date of the expiry of the Option Period, whereupon the
               Option, to the extent then remaining unexercised, shall lapse
               and be null and void.

          Provided always that if during such period the offeror becomes
          entitled or bound to exercise the rights of compulsory acquisition
          of the shares of the Company under Section 215 of the Companies Act
          (Cap. 50) (the "Act") and, being entitled to do so, gives notice to
          you that it intends to exercise such rights on a specified date,
          the Option shall remain exercisable until the specified date or the
          expiry of the Option Period, whichever is earlier. The Option, to
          the extent not so exercised by the said specified date shall lapse
          provided that the rights of acquisition or obligations to acquire
          stated in the notice shall have been exercised or performed, as the
          case may be.

     (ii) If under the Act, the Court sanctions a compromise or arrangement,
          proposed for the purposes of, or in connection with, a scheme for
          the reconstruction of the Company or its amalgamation with another
          company or companies, you shall be entitled, subject to Paragraphs
          3(ii)(a), (b) and (c) and Paragraph 6(v), to exercise the Option
          (to the extent that it has not been exercised) then held by you
          during the period commencing on the date upon which the compromise
          or arrangement is sanctioned by the Court and ending on either the
          expiry of sixty (60) days thereafter or the date upon which the
          compromise or arrangement, as the case may be, becomes effective,
          whichever is the later (but not before the expiry of the Option
          Period), whereupon the Option (to the extent that it has not been
          exercise) shall lapse and become null and void.

    (iii) In the event of a member's voluntary winding up of the Company
          (other than for purposes of amalgamation or reconstruction), you
          shall, notwithstanding that the resolution in respect of such
          winding up is passed prior to the commencement of the Option
          Period, subject to Paragraph 6(v), be entitled within thirty (30)
          days of the passing of the resolution of such winding up (but not
          after the expiry of the Option Period) to exercise in full the
          Option (to the extent that it has not been exercised), after which
          such unexercised portion of the Option shall lapse and become null
          and void.

     (iv) If an order or an effective resolution is passed for the winding up
          of the Company on the basis of its insolvency, the Option, to the
          extent unexercised, shall lapse and become null and void.

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     (v)  If in connection with the making of a general offer referred to in
          Paragraph 6(i) or the scheme referred to in Paragraph 6(ii) or the
          winding up referred to in Paragraphs 6(iii) and (iv), arrangements
          are made (which are confirmed in writing by the auditors of the
          Company for the time being (the "Auditors") acting only as experts
          and not as arbitrators, to be fair and reasonable) for compensation
          to you, whether by way of the continuation of the Option or the
          payment of cash or the grant of other options or otherwise, you may
          not, except at the discretion of the Compensation Committee, be
          permitted to exercise any unexercised portion of the Option as
          provided for in this Paragraph 6.

     (vi) To the extent that the Option is not exercised within the period
          referred to in this Paragraph 6, it shall, subject to Paragraphs 1
          and 3, lapse and become null and void.

7.  VARIATION OF CAPITAL

     (i)  If a variation in the issued share capital of the Company (whether
          by way of a capitalisation or rights issue, reduction,
          sub-division, consolidation or distribution of shares) shall take
          place then:

          (a)  the subscription price for the Option Shares; and/or

          (b)  the nominal value, class and/or number of Option Shares comprised
               in the Option to the extent unexercised and the rights attached
               thereto;

          shall be adjusted in such manner as the Compensation Committee
          may determine to be appropriate and upon the written confirmation
          of the Auditors (acting only as experts and not as arbitrators),
          except in relation to a capitalisation issue, that in their
          opinion, such adjustments is fair and reasonable.

     (ii) Notwithstanding the provisions of paragraph 7(i) no such adjustment
          shall be made:

          (a)  if as a result, the subscription price of the Option Shares
               shall fall below the nominal amount of a share and if such
               adjustment would but for this paragraph result in the
               subscription price being less than the nominal amount of a
               share, the subscription price payable shall be the nominal
               amount of a share;

          (b)  if as a result, the number of shares which you shall be
               entitled to subscribe for pursuant to the exercise of the
               Option granted to you shall be reduced; and

          (c)  unless the Compensation Committee after considering all
               relevant circumstances, considers it equitable to do so.

   (iii)  The issue of securities as consideration for an acquisition or a
          private placement of securities will not be regarded as a
          circumstance requiring adjustment.

     (iv) Upon any adjustment made pursuant to this Paragraph 7, the Company
          shall notify you (or your duly appointed personal representative)
          in a statement setting forth the subscription price thereafter in
          effect and the nominal value, class and/or number of Option Shares
          thereafter to be issued on the exercise of the Option. Any
          adjustment shall take effect upon written notification being
          dispatched.

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8.   TAXES

     All taxes (including income taxes) arising from an exercise of the
     Option shall be borne by yourself.

9.   DISCLAIMER OF LIABILITY

     Notwithstanding any provisions contained herein and subject to the Act,
     the Compensation Committee and the Company shall not under any
     circumstances be held liable for any costs, losses, expenses and damages
     whatsoever and however arising in any event, including but not limited
     to the Company's delay in issuing and allotting the Option Shares or in
     applying for or procuring the listing of the Option Shares on SES and
     any other stock exchanges on which the shares of the Company are quoted
     or listed.

10.  MISCELLANEOUS

     You are responsible for obtaining any governmental or other official
     consent that may be required by any country or jurisdiction in order to
     permit the grant or exercise of the Option. The Company shall not be
     responsible for any failure on your part to obtain any such consent.

Please confirm your acceptance of this offer by signing and returning the
enclosed Acceptance Form by not later than 5.00 p.m. on 3rd February 2000,
failing which this offer shall automatically lapse and shall thereafter be
null and void.

Yours faithfully,
On behalf of Omni Industries Limited



 /s/ Lee Kim Bock
---------------------
Lee Kim Bock
CEO


Enc.


Appendix I and II