EXECUTION COPY


         STOCK  PURCHASE  AGREEMENT,  dated as of December 30,  2005,  among ACL
SEMICONDUCTORS,  INC., a Delaware  corporation with executive offices located at
B24-B27, 1/F., Block B, Proficient Industrial Centre, 6 Wang Kwun Road, Kowloon,
Hong Kong (the "PURCHASER");  CLASSIC  ELECTRONICS LTD., a Hong Kong corporation
with executive  offices located at B6-B8,  1/F., Block B, Proficient  Industrial
Centre, 6 Wang Kwun Road, Kowloon, Hong Kong ("CLASSIC"), and the HOLDERS OF THE
CAPITAL STOCK OF CLASSIC IDENTIFIED IN SCHEDULE A HERETO (the "SELLERS").


                                  INTRODUCTION

         The  Purchaser  desires to acquire  from the  Sellers,  and the Sellers
desire to sell to the Purchaser,  all of the outstanding shares of capital stock
of Classic (the "CLASSIC CAPITAL STOCK"), in exchange for the cancellation of an
aggregate of approximately  $4.0 million of indebtedness  owed by the Sellers to
Classic as of the date hereof (representing all of the debt owing by the Sellers
to  Classic)  (the  "SELLERS'  DEBT"),  plus  $1.0  million  previously  paid by
Purchaser to Classic on December 29, 2003 as a  non-refundable  deposit  towards
the consummation of the sale of Classic to the Purchaser through cancellation of
accounts receivable then payable by Classic to Purchaser.

         The parties  hereto,  intending  to be legally  bound,  hereby agree as
follows:

I.       DEFINITIONS

          "CLOSING" shall have the definition  assigned  thereto in Section 2.02
hereof.

          "CLASSIC"   shall  have  the  definition   assigned   thereto  in  the
introductory paragraph hereto.

         "CLASSIC  COMMON STOCK" shall mean the common stock, of HK$1 per share,
of Classic.

          "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended, including the rules and regulations of the SEC thereunder.

         "HAZARDOUS  SUBSTANCE" shall mean any hazardous waste, as defined by 42
U.S.C. ss.6903(5), any hazardous substance, as defined by 42 U.S.C. ss.9601(14),
any pollutant or contaminant, as defined by 42 U.S.C. ss.9601(33), and all toxic
substances,  hazardous materials,  or other chemical substances regulated by any
other law, rule, or regulation.

         "INTANGIBLES"  shall mean any patent,  patent  application,  trademark,
trademark   application,   service  mark,  copyright,   copyright   application,
franchise,  trade  secret,  computer  program  (in  object  or  source  code  or
otherwise), or other intangible property or asset.

         "LAST CLASSIC  BALANCE  SHEET" shall mean the balance sheet included in
the Last Classic Financial Statements.

         "LAST CLASSIC BALANCE SHEET DATE" shall mean December 30, 2005.


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         "LAST  CLASSIC  FINANCIAL  STATEMENTS"  shall mean the  balance  sheet,
statement of income,  and  statement of cash flows,  and the notes  thereto,  of
Classic as of the Last Classic Balance Sheet Date.

         "PURCHASER"   shall  have  the  definition   assigned  thereto  in  the
introductory paragraph hereto.

         "PURCHASER  INDEMNITEES"  shall  mean  the  Purchaser,   the  Purchaser
Subsidiaries,  and their respective  officers,  directors,  employees,  counsel,
agents, and stockholders,  in each case past,  present,  or as they may exist at
any  time  after  the  date of this  Agreement,  and each  person,  if any,  who
controls,  controlled, or will control any of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Securities Exchange Act.

          "PURCHASER SUBSIDIARIES" shall have the definition assigned thereto in
Section 3.01 hereof.

         "RELEASE" shall have the meaning set forth in 42 U.S.C. ss.9601(22).

         "RELEASE  TIME" shall have the definition  assigned  thereto in Section
5.01 hereof.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SELLERS"   shall  have  the   definition   assigned   thereto  in  the
introductory paragraph hereto.

         "TAKEOVER  PROPOSAL"  shall  have the  definition  assigned  thereto in
Section 5.10 hereof.

         "TAX RETURNS" shall mean any return, report,  document,  statement,  or
form required to be filed (whether on a  consolidated,  combined,  separate,  or
unitary basis) with respect to any Taxes (including any schedules required to be
attached thereto),  including,  without limitation,  information returns, claims
for refund, amended returns, and declarations of estimated Tax.

         "TAXES" shall mean all taxes,  charges,  fees,  levies,  penalties,  or
other assessments imposed by any United States federal, state, local, or foreign
taxing authority, including any interest, penalties, or additions thereto.

II.      THE EXCHANGE

         SECTION 2.01.     TERMS OF THE EXCHANGE.

                  On the basis of the  representations,  warranties,  covenants,
and  agreements  contained  in this  Agreement  and  subject  to the  terms  and
conditions of this  Agreement,  each Seller shall sell,  assign,  transfer,  and
convey to the Purchaser at the Closing all of the issued and outstanding  shares
of Classic Common Stock set forth  opposite his, her, or its respective  name in
Schedule A hereto, such shares of Classic Common Stock collectively representing
all of the issued and outstanding  capital stock thereof;  and, in consideration
therefor, the Purchaser shall cause Classic to cancel the Sellers' Debt.


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         SECTION 2.02.     THE CLOSING.

         The closing of the transactions contemplated by Section 2.01 shall take
place  at the  offices  of  Reitler  Brown  &  Rosenblatt  LLC,  counsel  to the
Purchaser,  800 Third Avenue,  21st Floor,  New York,  New York 10022,  at 10:00
a.m.,  local time,  on the fifth  business day after the date the  conditions in
Articles  VII and VIII  have  been  satisfied.  The  closing  may  occur at such
different  place,  such different  time, or such different date or a combination
thereof as the  Purchaser  and  Sellers  agree in  writing.  The  closing of the
transactions  contemplated by Section 2.01, is referred to as the "CLOSING".  If
the Closing  shall not take place by December 31, 2005,  then the parties not at
fault shall, in addition to all other rights and remedies available at law or in
equity  against the defaulting  parties,  have the right to cancel and terminate
this Agreement.

         SECTION 2.03.     TRANSACTIONS AT CLOSING.

                  (a) At the  Closing, each  Seller shall deliver or cause to be
delivered to the  Purchaser  stock  certificates  of Classic  Common Stock owned
beneficially  or  of  record  thereby,  such  shares  of  Classic  Common  Stock
collectively  representing  all of the  issued  and  outstanding  capital  stock
thereof, registered in the name of the Purchaser.

                  (b) The shares of capital  stock of Classic to be delivered by
the Sellers to the  Purchaser  shall be  "RESTRICTED  SECURITIES"  as defined in
paragraph (a) of Rule 144 under the Securities Act.


         SECTION 2.04.     INDEMNITY AGAINST LIABILITIES.

         The  Sellers,  jointly  and  severally,  agrees to  indemnify  and hold
harmless  the  Purchaser  Indemnitees  against any and all losses,  liabilities,
damages,  and expenses  whatsoever (which shall include for all purposes of this
Section  2.04,  but not be limited to,  reasonable  counsel fees and any and all
expenses whatsoever incurred in investigating,  preparing,  or defending against
any litigation,  commenced or threatened,  or any claim whatsoever,  and any and
all amounts paid in settlement of any claim or  litigation) as and when incurred
arising out of, based upon, or in connection with:

                  (a) any breach of any representation,  warranty,  covenant, or
agreement of Seller contained in this Agreement; and

                  (b)  if  the  Closing  takes  place,  any  act,  alleged  act,
omission,  or alleged omission  occurring at or prior to the Closing  (including
without  limitation any which arise out of, are based upon, or are in connection
with any of the transactions contemplated hereby.

The foregoing  agreement to indemnify  shall be in addition to any liability the
Sellers may otherwise have, including liabilities arising under this Agreement.

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III.     REPRESENTATIONS AND WARRANTIES OF SELLER AND CLASSIC

         The Sellers and Classic, jointly and severally, represents and warrants
to, and agrees with, the Purchaser as follows:

         SECTION 3.01.     ORGANIZATION AND QUALIFICATION.

         Other  than as set  forth  in  Schedule  3.01  hereto,  Classic  has no
subsidiaries  or  affiliated  corporation  or owns  any  interest  in any  other
enterprise  (whether  or not such  enterprise  is a  corporation).  Classic is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of Hong Kong,  with all requisite  power and  authority,  and all necessary
consents, authorizations, approvals, orders, licenses, certificates, and permits
of and from, and declarations and filings with, all federal,  state,  local, and
other  governmental  authorities  and all  courts and other  tribunals,  to own,
lease, license, and use its properties and assets and to carry on the businesses
in which it is now engaged and the businesses in which it contemplates engaging.
Classic is duly  qualified to transact the businesses in which it is engaged and
is in good standing as a foreign  corporation in every jurisdiction in which its
ownership,  leasing,  licensing,  or use of property or assets or the conduct of
its businesses makes such qualification necessary.

         SECTION 3.02.     CAPITALIZATION.

         The authorized capital stock of Classic consists of 3,000,000 shares of
Classic Common Stock, of which 3,000,000  shares are  outstanding.  Each of such
outstanding  shares of Classic Common Stock is duly authorized,  validly issued,
fully paid, and  nonassessable,  has not been issued and is not owned or held in
violation of any  preemptive or similar right of  stockholders,  and is owned of
record and  beneficially by  stockholders  identified in Schedule 3.02A, in each
case  free  and  clear  of all  liens,  security  interests,  pledges,  charges,
encumbrances,  stockholders' agreements,  and voting trusts. Except as set forth
in Schedule 3.02B hereto,  (a) there is no  commitment,  plan, or arrangement to
issue,  and no  outstanding  option,  warrant,  or other  right  calling for the
issuance  of, any share of capital  stock of  Classic or any  security  or other
instrument  convertible  into, or exercisable or exchangeable for, capital stock
of  Classic,  and (b)  there is  outstanding  no  security  or other  instrument
convertible into, or exercisable or exchangeable for, capital stock of Classic.

         SECTION 3.03.     FINANCIAL CONDITION.

         Seller and Classic  have  delivered to the  Purchaser  true and correct
copies of the following:  unaudited  balance sheet of Classic as of December 30,
2005; the unaudited statement of income and statement of retained earnings,  and
statement of cash flows of Classic for the year ended  December  30, 2005.  Such
balance sheet presents fairly the financial condition,  assets, liabilities, and
stockholders'  equity of Classic as of its date;  such  statement  of income and
statement of retained  earnings  presents  fairly the results of  operations  of
Classic for the period indicated; and each such statement of cash flows presents
fairly the information  purported to be shown therein.  The financial statements
referred to in this Section 3.03 have been prepared in accordance with generally
accepted  accounting  principles  in  the  United  States  consistently  applied
throughout the periods involved and are in accordance with the books and records
of Classic (including the

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subsidiaries  thereof,  if any).  Except as set forth in Schedule  3.03  hereto,
since Last Classic Balance Sheet Date:

                  (a) There has at no time been a material adverse change in the
financial  condition,  results  of  operations,  business,  properties,  assets,
liabilities,  or, to the best  knowledge  of the  Sellers  and  Classic,  future
prospects  of Classic;  and Classic has  operated  consistently  in all material
respects  with the results of operations  referred to in Last Classic  Financial
Statements;

                  (b) Classic has not  authorized,  declared,  paid, or effected
any  dividend or  liquidating  or other  distribution  in respect of its capital
stock or any direct or indirect  redemption,  purchase,  or other acquisition of
any stock of Classic.

                  (c) The operations and business of Classic have been conducted
in all respects  only in the ordinary  course of business  consistent  with past
practices.

                  (d) There has been no accepted  purchase  order or  quotation,
arrangement,  or  understanding  for future sale of the  products or services of
Classic which in the  reasonable  expectation of the Sellers or Classic will not
be profitable.

                  (e) Classic has not suffered an extraordinary loss (whether or
not covered by insurance) or waived any right of substantial value.

                  (f) Classic has not paid or incurred any tax, other liability,
or expense  resulting from the preparation of, or the transactions  contemplated
by, this Agreement, it being understood that the Sellers shall have paid or will
pay  all  such  taxes  applicable   thereto   resulting  from  the  transactions
contemplated hereby and in connection therewith.

There is no fact  known to any  Seller or  Classic  which  materially  adversely
affects  or in the future (as far as any  Seller or  Classic  can  foresee)  may
materially  adversely  affect the financial  condition,  results of  operations,
business,  properties,  assets,  liabilities,  or future  prospects  of Classic;
provided,  however,  that Sellers and Classic express no opinion as to political
or economic matters of general applicability.

         SECTION 3.04.     TAX AND OTHER LIABILITIES.

         Classic  has  no  liability  of  any  nature,  accrued  or  contingent,
including without limitation, liabilities for Taxes and liabilities to customers
or suppliers, other than the following:

                  (a)  Liabilities for which full provision has been made on the
balance sheet included in the Last Classic Balance Sheet; and

                  (b) Other  liabilities  arising since the Last Classic Balance
Sheet Date and prior to any Closing in the  ordinary  course of business  (which
shall not include  liabilities to customers on account of defective  products or
services) which are not inconsistent with the  representations and warranties of
Classic or any other provision of this Agreement.

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Without limiting the generality of the foregoing, the amounts, if any, set up as
provisions  for Taxes on the Last Classic  Balance Sheet are  sufficient for all
accrued and unpaid Taxes of Classic,  whether or not due and payable and whether
or not disputed,  under tax laws, as in effect on the Last Classic Balance Sheet
Date or now in  effect,  for the  period  ended on such date and for all  fiscal
periods  prior  thereto.  The  execution,  delivery,  and  performance  of  this
Agreement  by Classic  will not cause any Taxes to be payable  (other than those
that may  possibly  be  payable  by the  Sellers  as a result of the sale of the
shares of capital stock of Classic) or cause any lien, charge, or encumbrance to
secure any Taxes to be created either  immediately or upon the nonpayment of any
Taxes other than on the properties or assets of the Sellers.  The Inland Revenue
Department  of Hong Kong has audited  and settled or the statute of  limitations
has run upon all Tax Returns of Classic and the Seller for all taxable  years up
to and including the taxable year of assessment  2002/2003.  Each of the Sellers
and  Classic  has filed all local tax  returns  required  to be filed by it; has
delivered to the Purchaser a true and correct copy of each such return which was
filed in the past six years;  has paid (or has  established  on the Last Classic
Balance  Sheet a reserve  for) all Taxes,  assessments,  and other  governmental
charges payable or remittable by it or levied upon it or its properties, assets,
income,  or  franchises  which are due and  payable;  and has  delivered  to the
Purchaser a true and correct copy of any report as to adjustments received by it
from any taxing  authority  during the past six years and a statement  as to any
litigation,   governmental  or  other  proceeding   (formal  or  informal),   or
investigation  pending,  threatened,  or in  prospect  with  respect to any such
report or the subject  matter of such  report.  Each Seller and Classic has paid
all  taxes  payable  thereby  due on or  prior  to the date  hereof.  Except  as
disclosed in Schedule 3.04,  (i) no agreement  extending the time for assessment
of any Taxes has been granted that currently is in effect,  (ii) no protests are
pending with respect to any Taxes, and (iii) there are no liens for Taxes (other
than for Taxes that are not yet due and payable). All liabilities of Classic are
set forth in Schedule 3.04.

         SECTION 3.05.     LITIGATION AND CLAIMS.

         Except  as  described  in  Schedule  3.05,   there  is  no  litigation,
arbitration,  claim,  governmental or other proceeding (formal or informal),  or
investigation  pending or, to the best of the  knowledge  of each of the Sellers
and  Classic,  threatened,  or in prospect (or any basis  therefor  known to any
Seller or Classic) with respect to Classic or any of its businesses, properties,
or assets.  Classic is not affected by any present or threatened strike or other
labor  disturbance  nor to the knowledge of any Seller or Classic,  is any union
attempting to represent any employee of Classic as collective  bargaining agent.
Classic is not in violation  of, or in default  with respect to, any law,  rule,
regulation, order, judgment, or decree; nor is any Seller or Classic required to
take any action in order to avoid such violation or default.

         SECTION 3.06.     PROPERTIES.

         Classic  has good and  marketable  title in fee simple  absolute to all
real  properties  and good title to all other  properties and assets used in its
business or owned by it (except such real and other properties and assets as are
held pursuant to leases or licenses  described in Schedule 3.07 or Schedule 3.09
hereto), free and clear of all liens,  mortgages,  security interests,  pledges,
charges, and encumbrances, except such as are listed in Schedule 3.06 hereto.

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                  (a) All  accounts and notes  receivable  reflected on the Last
Classic  Balance  Sheet,  or arising since the Last Classic  Balance Sheet Date,
have been collected,  or are and will be good and  collectible,  in each case at
the aggregate  recorded  amounts  thereof  without  right of recourse,  defense,
deduction, return of goods, counterclaim,  offset, or set off on the part of the
obligor, and, if not collected,  can reasonably be anticipated to be paid within
180 days of the date incurred.

                  (b)  Classic  has not  caused  or  permitted  its  businesses,
properties,  or assets to be used to generate,  manufacture,  refine, transport,
treat, store,  handle,  dispose of, transfer,  produce, or process any Hazardous
Substance,  except in compliance with all applicable laws,  rules,  regulations,
orders,  judgments,  and decrees, and has not caused or permitted the Release of
any  Hazardous  Substance  on or off the site of any  property of Classic or any
affiliated person or entity.

                  (c) Attached as Schedule  3.06(c) is a true and complete  list
of all real and  other  properties  and  assets  owned by  Classic  or leased or
licensed  by Classic  from or to a third  party  (including  inventory,  but not
including  Intangibles),  including  with respect to such  properties and assets
leased or licensed by Classic, a description of such lease or license.  All such
real and other properties and assets  (including  Intangibles)  owned by Classic
are  reflected  on the Last  Classic  Balance  Sheet  (except  for  acquisitions
subsequent to the Last Classic Balance Sheet Date and prior to the Closing which
are  either  noted  in  Schedule  3.06(c)  or are  approved  in  writing  by the
Purchaser).  All real and other tangible properties and assets owned, leased, or
licensed by Classic are in good and usable  condition  (reasonable wear and tear
which is not such as to  affect  adversely  the  operation  of the  business  of
Classic excepted).

                  (d) No real  property  owned,  leased,  or licensed by Classic
lies in an area which is, or to the  knowledge of any Seller or Classic will be,
subject to zoning, use, or building code restrictions which would prohibit,  and
no state of facts  relating  to the  actions or  inaction  of another  person or
entity or its  ownership,  leasing,  licensing,  or use of any real or  personal
property  exists or will exist  which would  prevent,  the  continued  effective
ownership,  leasing,  licensing, or use of such real property in the business in
which Classic is now engaged or the business in which it contemplates engaging.

                  (e) The  real  and  other  properties  and  assets  (including
Intangibles)  owned by Classic  or leased or  licensed  by Classic  from a third
party  constitute  all such  properties  and assets  which are  necessary to the
business of Classic as presently conducted or as it contemplates conducting.

         SECTION 3.07.     CONTRACTS AND OTHER INSTRUMENTS.

         Schedule  3.07  accurately  and  completely  sets forth all  contracts,
agreements,  instruments, leases, licenses, arrangements, or understandings with
respect to Classic. Seller has furnished to the Purchaser (a) the certificate of
incorporation  or formation (or other  charter  document) and by-laws of Classic
and all amendments  thereto,  as presently in effect and (b) the following:  (i)
true and correct copies of all contracts,  agreements,  and instruments referred
to in Schedule  3.07;  (ii) true and correct  copies of all leases and  licenses
referred  to in  Schedule  3.06 or  Schedule  3.08;  and (iii) true and  correct
written descriptions of all supply,  distribution,  agency,  financing, or other
arrangements  or  understandings  referred to in Schedule 3.07.  Neither Classic
nor,  to the

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knowledge  of any  Seller  or  Classic,  any other  party to any such  contract,
agreement,  instrument,  lease, or license is now or expects in the future to be
in violation or breach of, or in default  with  respect to complying  with,  any
material term thereof, and each such contract, agreement,  instrument, lease, or
license is in full force and is the legal,  valid, and binding obligation of the
parties thereto and is enforceable as to them in accordance with its terms. Each
such  supply,   distribution,   agency,   financing,  or  other  arrangement  or
understanding is a valid and continuing  arrangement or  understanding;  neither
any  Seller  or  Classic,  nor  any  other  party  to any  such  arrangement  or
understanding  has given notice of termination or taken any action  inconsistent
with the continuance of such  arrangement or  understanding;  and the execution,
delivery,  and  performance  of this  Agreement  will  not  prejudice  any  such
arrangement or understanding in any way. Classic enjoys peaceful and undisturbed
possession under all leases and licenses under which it is operating. Classic is
not party to or bound by any contract,  agreement,  instrument,  lease, license,
arrangement,  or understanding,  or subject to any charter or other restriction,
which has had or, to the knowledge of any Seller, or Classic,  may in the future
have  a  material  adverse  effect  on  the  financial  condition,   results  of
operations,  business,  properties,  assets, liabilities, or future prospects of
Classic or the Purchaser. Classic has not engaged within the last five years in,
is not engaging in, and does not intend to engage in any  transaction  with, and
has not had within the last five years,  does not now have,  and does not intend
to have any contract,  agreement,  instrument,  lease, license,  arrangement, or
understanding  with,  any  stockholder,  any director,  officer,  or employee of
Classic (except for employment agreements listed in Schedule 3.07 and employment
and compensation  arrangements  described in Schedule 3.08(a), in each case with
such  directors,  officers,  and  employees  who are not relatives or affiliates
described in the next clause),  any relative or affiliate of any  stockholder or
of any  such  director,  officer,  or  employee,  or any  other  corporation  or
enterprise in which any stockholder, any such director, officer, or employee, or
any such  relative or  affiliate  then had or now has a 5% or greater  equity or
voting or other substantial  interest,  other than those listed and so specified
in Schedule 3.07. The stock ledgers and stock transfer books and the minute book
records of Classic  relating to all issuances and transfers of stock thereby and
all  proceedings of the  stockholders  and the Board of Directors and committees
thereof of Classic since its  incorporation  made  available to the  Purchaser's
counsel are the original  stock ledgers and stock transfer books and minute book
records of Classic  or exact  copies  thereof.  Classic is not in  violation  or
breach  of, or in  default  with  respect  to,  any term of its  certificate  of
incorporation or other charter document or by-laws. Classic is not a member of a
customer or user organization or of a trade association.

         SECTION 3.08.     EMPLOYEES.

                  (a) Classic  does not have,  or  contribute  to, any  pension,
profit-sharing,  option,  other  incentive  plan,  or any other type of Employee
Benefit Plan or has any  obligation to or customary  arrangement  with employees
for bonuses,  incentive compensation,  vacations,  severance pay, sick pay, sick
leave,  insurance,  service award,  relocation,  disability,  tuition refund, or
other  benefits,  whether  oral or  written,  except  as set  forth in  Schedule
3.08(a).  Classic has  furnished to Purchaser  true and correct  copies,  of all
documents evidencing plans, obligations, or arrangements referred to in Schedule
3.08(a) (or true and correct written  summaries of such plans,  obligations,  or
arrangements  to the extent not  evidenced  by  documents)  and true and correct
copies of all documents  evidencing trusts,  summary plan descriptions,  and any
other summaries or descriptions relating to any such plans.

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<PAGE>

                  (b) Schedule 3.08(b) contains a true and correct  statement of
the names,  relationship with Classic, present rates of compensation (whether in
the form of salary, bonuses, commissions, or other supplemental compensation now
or hereafter  payable),  and  aggregate  compensation  for the fiscal year ended
March 31, 2005 of (i) each director,  officer,  or other employee of Classic and
(ii) all sales agents,  dealers,  or  distributors  of Classic.  Since March 31,
2005,  Classic has not changed the rate of compensation of any of its directors,
officers,  employees,  agents,  dealers,  or distributors,  nor has any Employee
Benefit  Plan or program  of  Classic  been  instituted  or amended to  increase
benefits thereunder.

                  (c) Classic has not extended or  maintained  credit,  arranged
for the extension of credit, or renewed an extension of credit, in the form of a
personal  loan  to or for any  director  or  executive  officer  (or  equivalent
thereof) thereof.

         SECTION 3.09.     PATENTS, TRADEMARKS, ET CETERA.

         Classic does not own or have pending,  and is not licensed or otherwise
permitted to use,  Intangibles,  other than as described in Schedule 3.09.  Each
Intangible is validly  issued and is currently in force and  uncontested  in all
jurisdictions in which it is used or in which such use is contemplated. Schedule
3.09 contains a true and correct listing of: (a) all Intangibles which are owned
(either in whole or in part), used by, or licensed to Classic or which otherwise
relate to the businesses of Classic,  and a description of each such  Intangible
which  identifies  its  owner,  registrant,  or  applicant;  (b) all  contracts,
agreements,  instruments, leases, and licenses and identification of all parties
thereto  under which Classic owns or uses any  Intangible  (whether or not under
license from third  parties),  together  with the  identification  of the owner,
registrant, or applicant of each such Intangible; (c) all contracts, agreements,
instruments,  leases,  and licenses and  identification  of all parties  thereto
under which Classic  grants the right to use any  Intangible;  (d) all validity,
infringement,  right-to-use,  or other opinions of counsel (whether  in-house or
outside)  which concern the validity,  infringement,  or  enforceability  of any
Intangible  owned or  controlled  by a party other than Classic which relates to
the  businesses,  properties,  or assets of  Classic.  Except  as  specified  in
Schedule  3.09, to the  knowledge of the Seller and Classic:  (e) Classic is the
sole and  exclusive  owner or  licensee  of, and (other  than those  exclusively
licensed by Classic to a third party) has the right to use, all Intangibles; (f)
no Intangible is subject to any order, judgment,  decree,  contract,  agreement,
instrument,  lease,  or license  restricting  the scope of the use thereof;  (g)
during the last five years,  neither  the Seller nor  Classic  has been  charged
with,  or has charged  others  with,  unfair  competition,  infringement  of any
Intangible,  or wrongful use of  confidential  information,  trade  secrets,  or
secret  processes;  and (h)  Classic  is not  using  any  patentable  invention,
confidential information, trade secret, or secret process of others. There is no
right under any  Intangible  necessary to the businesses of Classic as presently
conducted or as it contemplates conducting,  except such as are so designated in
Schedule 3.09. Except as described in Schedule 3.09,  Classic has not infringed,
is not infringing, and has not received notice of infringement in respect of the
Intangibles or asserted  Intangibles of others,  nor has Classic been advised by
counsel or others that it is  infringing  or may  infringe  the  Intangibles  or
asserted Intangibles of others if any currently  contemplated  business activity
is  effectuated.  To the  knowledge  of the  Seller  and  Classic,  there  is no
infringement  by others of  Intangibles  of  Classic.  As far as the  Seller and
Classic can reasonably foresee, there is no Intangible or asserted Intangible of
others that may materially adversely affect the financial condition,  results of
operations,



                                       9
<PAGE>

businesses, properties, assets, liabilities, or future prospects of Classic. All
material contracts, agreements,  instruments, leases, and licenses pertaining to
Intangibles  to which  Classic  is a party,  or to which any of its  businesses,
properties,  or assets are subject,  are in compliance in all material  respects
with all laws, rules,  regulations,  orders,  judgments,  and decrees binding on
Classic or to which any of its  businesses,  properties,  or assets are subject.
Except as set forth in Schedule  3.09,  Classic did not register any  trademark,
tradename  or service  mark,  design,  or name used by Classic to  identify  its
products,  businesses,  or services.  Neither any  stockholder  of Classic,  any
director,  officer,  or employee of Classic,  any  relative or  affiliate of any
stockholder of Classic, any Seller, any such director, officer, or employee, nor
any other  corporation or enterprise in which any  stockholder  of Classic,  any
such director,  officer,  or employee,  or any such relative or affiliate had or
now  has a 5% or  greater  equity  or  voting  or  other  substantial  interest,
possesses any Intangible which relates to the businesses of Classic.

         SECTION 3.10.     QUESTIONABLE PAYMENTS.

         Neither any Seller, Classic, any director, officer, agent, employee, or
other person  associated with or acting on behalf of any Seller or Classic,  nor
any  stockholder of Classic has,  directly or  indirectly:  0 used any corporate
funds  for  unlawful  contributions,  gifts,  entertainment,  or other  unlawful
expenses relating to political activity; made any unlawful payment to foreign or
domestic  government  officials or employees or to foreign or domestic political
parties or campaigns from corporate funds; violated any provision of the Foreign
Corrupt  Practices  Act of 1977,  as  amended;  established  or  maintained  any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or fictitious  entry on the books or records of any Seller or Classic;  made any
bribe, rebate, payoff,  influence payment,  kickback, or other unlawful payment;
given any favor or gift which is not deductible for federal income tax purposes;
or made any bribe, kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or entity, private or public, regardless of
form, whether in money,  property, or services, to obtain favorable treatment in
securing  business or to obtain  special  concessions,  or to pay for  favorable
treatment for business secured or for special concessions already obtained.

         SECTION 3.11.     COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS.

         Classic is in compliance  with, and is not in violation of,  applicable
local or foreign statutes,  laws and regulations  (including without limitation,
any applicable building, zoning or other law, ordinance or regulation) affecting
its  properties or the operation of its business.  Classic is not subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.

         SECTION 3.12.     LEGAL PROCEEDINGS AND HISTORY.

         Except as otherwise disclosed in Schedule 3.12, no officer, director or
affiliate of Classic, has been, within the five years ending on the Closing Date
a party to any bankruptcy  petition  against such person or against any business
of which such  person was  affiliated;  convicted  in a criminal  proceeding  or
subject to a pending criminal proceeding (excluding traffic violations and other
minor  offenses);  subject to any order,  judgment or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily



                                       10
<PAGE>

enjoining,  barring,  suspending or otherwise  limiting their involvement in any
type of  business,  securities  or  banking  activities;  or found by a court of
competent  jurisdiction in a civil action,  by the SEC or the Commodity  Futures
Trading  Commission  (or the  equivalent of either of the foregoing in any other
jurisdiction)  to have  violated  a  federal,  state,  or  other  securities  or
commodities law, and the judgment has not been reversed, suspended or vacated.

         SECTION 3.13.     OTHER INFORMATION.

         Neither  any  Seller  nor  Classic   knows  of  any  material   adverse
information regarding the current or prospective operations of Classic which has
not been disclosed herein or in a schedule hereto.

         SECTION 3.14.     AUTHORITY.

                  (a) Each  Seller  is an  individual  who has  reached  the age
majority in his state of residence and has all requisite  power and authority to
execute,  deliver, and perform this Agreement. All necessary proceedings of each
Seller  have  been  duly  taken  to  authorize  the  execution,   delivery,  and
performance  by such  Seller of this  Agreement.  This  Agreement  has been duly
authorized,  executed,  and  delivered  by each Seller,  constitutes  the legal,
valid,  and binding  obligation of each Seller,  and is  enforceable  as to each
Seller in accordance with its terms.

                  (b) Classic has all requisite  power and authority to execute,
deliver,  and perform this  Agreement.  All necessary  corporate  proceedings of
Classic  have  been  duly  taken  to  authorize  the  execution,  delivery,  and
performance thereby of this Agreement.  This Agreement has been duly authorized,
executed,  and delivered by Classic,  constitutes the legal,  valid, and binding
obligation of Classic,  and is enforceable as to Classic in accordance  with its
terms.

                  (c)  Except  as  otherwise  set  forth in this  Agreement,  no
consent,  authorization,  approval, order, license, certificate, or permit of or
from,  or  declaration  or filing with,  any  federal,  state,  local,  or other
governmental  authority or any court or other tribunal is required by any Seller
or  Classic  for the  execution,  delivery,  or  performance  of this  Agreement
thereby.  No  consent  of  any  party  to  any  material  contract,   agreement,
instrument, lease, license, arrangement, or understanding to which any Seller or
Classic  is a  party,  or to  which  it or any of his,  her,  or its  respective
businesses,  properties,  or assets are subject,  is required for the execution,
delivery,  or performance of this Agreement (except such consents referred to in
Schedule 3.07); and the execution,  delivery,  and performance of this Agreement
will not (if the  aforementioned  consents  are  obtained  prior to the Closing)
violate, result in a breach of, conflict with, or (with or without the giving of
notice or the passage of time or both)  entitle any party to terminate or call a
default under, entitle any party to receive rights or privileges that such party
was not entitled to receive before this Agreement was executed  under, or create
any  obligation on the part of any Seller or Classic to which it was not subject
immediately  before this  Agreement  was  executed  under,  any term of any such
material  contract,  agreement,  instrument,  lease,  license,  arrangement,  or
understanding,  or violate or result in a breach of any term of the  certificate
of  incorporation  (or  equivalent  charter  document) or by-laws (or equivalent
charter  document)  of Classic,  or (if the  provisions  of this  Agreement  are
satisfied)  violate,  result in a breach  of, or  conflict  with any law,  rule,
regulation,  order,  judgment,  or decree binding on any Seller or Classic or to
which any of its respective


                                       11
<PAGE>

businesses, properties, or assets are subject

         SECTION 3.15.     STATUS OF SHARES.

         The shares of capital stock of Classic to be acquired by Purchaser from
the  Sellers  are  validly  authorized  and  validly  issued,  fully  paid,  and
nonassessable  and have  not been  issued,  owned  or held in  violation  of any
preemptive or similar right of stockholders.

         SECTION 3.16.     INSURANCE.

         All  policies of fire and other  insurance  against  casualty and other
losses and public  liability  insurance  carried by  Classic  are  described  in
Schedule 3.16  (including the risks covered and limits of such policies) and are
in full force and effect.  All  premiums in respect of such  policies  for which
premium notices have been received have been paid in full as the same become due
and  payable.  Classic  has not failed to give any  notice or present  any claim
under any insurance policy in due and timely fashion. There are no actual claims
or claims  threatened  in writing  against  Classic  which could come within the
scope of such  coverage  nor are any such  policies  currently  threatened  with
cancellation.  There are no outstanding  requirements or  recommendations by any
insurance  company  that issued a policy with  respect to any of the  respective
assets,  the businesses,  or operations of Classic or by governmental  authority
other body requiring or recommending any repairs or other work to be done on, or
with respect to, any of the assets of Classic or requiring or  recommending  any
equipment  or  facilities  to be  installed  on  any  premises  from  which  the
businesses of Classic is conducted or in connection  with any of the  respective
assets thereof. Neither any Seller nor Classic has any knowledge of any material
proposed  increase  in  applicable  insurance  rates  or of  any  conditions  or
circumstances  applicable  to the  businesses  thereof that might result in such
increases.   No  such  policy  is  terminable  by  virtue  of  the  transactions
contemplated by this Agreement.

         SECTION 3.17.     OWNERSHIP STATUS.

         The shares of capital stock of Classic to be acquired by Purchaser from
the Sellers are owned of record and beneficially  solely by respective Seller as
described in Schedule A hereto, free and clear of any security interest, pledge,
mortgage,  lien (including,  without  limitation,  environmental and tax liens),
charge,  encumbrance,  adverse claim, preferential arrangement or restriction of
any kind,  including,  without  limitation,  any restriction on the use, voting,
transfer  (except  as  otherwise  provided  herein),  receipt of income or other
exercise  of any  attributes  of  ownership.  Such shares are not subject to any
options,   warrants,   convertible  securities  or  other  rights,   agreements,
arrangements  or  commitments  of any character  relating to interests  therein.
There are no voting trusts,  member agreements,  proxies, or other agreements or
understandings  in effect  with  respect to the voting or transfer of any of the
shares of capital stock of Classic.

         SECTION 3.18.     ACQUISITION HISTORY.

         Each  Seller  acquired  the  shares of  capital  stock of Classic to be
acquired  by  Purchaser  from such  Seller  from  Classic in a  transaction  not
involving a public  offering and, on the date of the acquisition  thereof,  such
Seller paid the full purchase price therefor.



                                       12
<PAGE>

         SECTION 3.19.     COMPLETENESS OF DISCLOSURE.

         No  representation  or  warranty  by any  Seller  or  Classic  in  this
Agreement contains or, and at the Closing Date will contain, an untrue statement
of material  fact or omits or, at such date,  will omit to state a material fact
required  to be stated  therein or  necessary  to make the  statements  made not
misleading.

IV.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser  hereby  represents and warrants to, and agrees with, the
Sellers:

         SECTION 4.01.     ORGANIZATION.

         The Purchaser is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware,  with all requisite power
and authority, and all necessary consents,  authorizations,  approvals,  orders,
licenses,  certificates,  and permits of and from, and  declarations and filings
with, all federal,  state,  local,  and other  governmental  authorities and all
courts and tribunals,  to own, lease, license, and use its properties and assets
and to carry on the  business  in which it is now  engaged  and the  business in
which it contemplates engaging.

         SECTION 4.02.     AUTHORITY TO BUY.

         The  Purchaser  has all  requisite  power  and  authority  to  execute,
deliver, and perform this Agreement.  All necessary corporate proceedings of the
Purchaser  have been duly taken by the  Purchaser  to authorize  the  execution,
delivery,  and  performance  of this  Agreement.  This  Agreement  has been duly
authorized,  executed, and delivered by the Purchaser,  is the legal, valid, and
binding  obligation of the Purchaser,  and is enforceable as to the Purchaser in
accordance with its terms,  subject to applicable  bankruptcy,  insolvency,  and
other laws affecting creditors' rights generally. Except as set forth in Article
VII, no consent, authorization, approval, order, license, certificate, or permit
of or from, or declaration or filing with, any federal,  state,  local, or other
governmental  authority or any court or other  tribunal is required by Purchaser
or any Purchaser  Subsidiary  for the  execution,  delivery,  or  performance by
Purchaser of this Agreement. No consent of any party to any contract, agreement,
instrument,  lease, license, arrangement, or understanding to which Purchaser or
any  Purchaser  Subsidiary is a party,  or to which it or any of its  respective
business,  properties,  or assets are subject,  is required  for the  execution,
delivery, or performance of this Agreement to; and the execution,  delivery, and
performance of this Agreement  will not violate,  result in breach of,  conflict
with,  or (with or without  the giving of notice or the passage of time or both)
entitle any party to  terminate  or call a default  under,  entitle any party to
rights and  privileges  that such party was not receiving or entitled to receive
immediately  before this Agreement was executed  under, or create any obligation
on the part of Purchaser or any Purchaser  Subsidiary  that it was not paying or
obligated to pay immediately  before this Agreement was executed under, any term
of any such contract,  agreement,  instrument,  lease, license,  arrangement, or
understanding,  or (if the conditions in Article VII are  satisfied)  violate or
result in a breach of any term of the  certificate  of  incorporation  (or other
charter  document)  or by-laws of  Purchaser  or any  Purchaser  Subsidiary,  or
violate,  result in a breach of, or  conflict  with any law,  rule,  regulation,
order,  judgment,  or decree binding on Purchaser or any Purchaser Subsidiary or
to which it or any


                                       13
<PAGE>

of its respective businesses, properties, or assets are subject.

         SECTION 4.03.     NON-DISTRIBUTIVE INTENT; RESTRICTED SECURITIES.

         The  Purchaser is acquiring  the shares of capital stock of Classic for
its own account (and not for the account of others) for  investment and not with
a view to the distribution or resale thereof in violation of the Securities Act.
The Purchaser  understands that it may not sell or otherwise dispose of such the
shares, or any securities  issuable in respect thereof, in the absence of either
an effective  registration  statement  under the  Securities Act or an exemption
from  the   registration   provisions  of  the  Securities  Act.  The  Purchaser
acknowledges  being  informed that the shares of Classic  Common Stock  acquired
thereby shall be  unregistered,  shall be "RESTRICTED  SECURITIES" as defined in
paragraph  (a)  of  Rule  144  under  the  Securities  Act,  and  must  be  held
indefinitely  unless (a) they are  subsequently  registered under the Securities
Act, or (b) an exemption  from such  registration  is  available.  The Purchaser
further  acknowledges  that  Classic  does not have an  obligation  to currently
register such securities for the account of the Purchaser.

         SECTION 4.04.     ACCESS TO INFORMATION.

         By virtue of the Purchaser's  position,  it has access to the same kind
of information which would be available in a registration  statement filed under
the Securities Act. The Purchaser  acknowledges that it has been afforded access
to all material information which they have requested relevant to their decision
to acquire the shares of Classic  Common Stock and to ask questions of Classic's
management and that,  except as set forth herein,  neither Seller or Classic nor
anyone acting on behalf of the Seller or Classic,  has made any  representations
or warranties to the Purchaser which have induced,  persuaded, or stimulated the
Purchaser to acquire such shares of Classic Common Stock.

         SECTION 4.05.     SOPHISTICATION.

         Either  alone,  or  together  with  their  investment  advisor(s),  the
Purchaser has the knowledge and experience in financial and business  matters to
be capable of evaluating the merits and risks of the  prospective  investment in
the shares of Classic  Common  Stock,  and the  Purchaser is and will be able to
bear the economic risk of the investment in such shares of Classic Common Stock.

V.       COVENANTS OF THE SELLERS AND CLASSIC

         Each Seller and  Classic,  jointly and  severally,  covenant  and agree
that, unless the Purchaser will otherwise approve in writing:

         SECTION 5.01.     ENCUMBRANCES.

         Until the  earlier  of the  Closing  and the  rightful  abandonment  or
termination  of this  Agreement  (the  "RELEASE  TIME"),  neither any Seller nor
Classic  shall take any action  which shall  cause the shares of Classic  Common
Stock to become subject to security interest, pledge, mortgage, lien (including,
without limitation,  environmental and tax liens), charge, encumbrance,  adverse
claim,  preferential arrangement or restriction of any kind, including,  without
limitation,  any restriction on the use,  voting,  transfer (except as otherwise
provided  herein),  receipt of income


                                       14
<PAGE>

or other  exercise of any  attributes of ownership,  and shall take no action to
dispose of or otherwise transfer any such securities.

         SECTION 5.02.     DIVIDENDS AND DISTRIBUTIONS.

         Until  the  Release  Time,  Classic  shall  not,  and no  Seller  shall
authorize Classic to, authorize,  declare, or pay any dividend or liquidating or
other  distribution  or stock  split in  respect  of the  outstanding  shares of
Classic Common Stock.

         SECTION 5.03.     ISSUANCES OF SECURITIES.

         Until the Release Time, no share of capital stock of Classic or warrant
for any such  share,  right to  subscribe  to or  purchase  any such  share,  or
security  convertible  into, or exchangeable or exercisable for, any such share,
shall be issued or sold by Classic or any Seller.

         SECTION 5.04.     MERGERS AND ACQUISITIONS.

         Until  the  Release  Time,  Classic  shall  not,  and no  Seller  shall
authorize Classic to, consummate any merger or acquisition of Classic with or by
any person or entity,  whether by means of reverse or forward triangular merger,
sale  or  acquisition  of  assets,   sale-leaseback  transaction,   license,  or
otherwise.

         SECTION 5.05.     ACCESS.

         Until the Release  Time,  Classic  will,  and the  Sellers  shall cause
Classic to, afford the officers, employees, counsel, agents, investment bankers,
accountants,  and other representatives of the Purchaser and lenders, investors,
and  prospective  lenders  and  investors  free and full  access to the  plants,
properties,  books,  and records of Classic,  will permit them to make  extracts
from and copies of such books,  and  records and will from time to time  furnish
the  Purchaser  with such  additional  financial  and  operating  data and other
information as to the financial  condition,  results of operations,  businesses,
properties, assets, liabilities, or future prospects of Classic as the Purchaser
from time to time may reasonably request.

         SECTION 5.06.     CONDUCT OF BUSINESS.

         Until the  Release  Time,  each  Seller and  Classic  will  conduct its
respective  affairs so that at the Closing no  representation or warranty of any
Seller or Classic will be inaccurate in any respect, no covenant or agreement of
any Seller or Classic will be breached in any respect,  and no condition in this
Agreement  will  remain  unfulfilled  in any respect by reason of the actions or
omissions  of any  Seller or  Classic.  Except  as  otherwise  requested  by the
Purchaser in writing,  until the Release Time,  each Seller will, and will cause
Classic  to, use their best  efforts to  preserve  the  business  operations  of
Classic intact,  to keep available the services of their present  personnel,  to
preserve  in full  force and  effect  the  contracts,  agreements,  instruments,
leases, licenses,  arrangements,  and understandings of Classic, and to preserve
the  good  will of  their  suppliers,  customers,  and  others  having  business
relations with any of them. Until the Release Time, each Seller will conduct the
business and operations of Classic in all respects only in the ordinary  course.
Until the Release Time, each Seller and Classic shall continue in full force and
effect all  policies  of  insurance  and  indemnity  relating to


                                       15
<PAGE>

Classic and the business and assets thereof.

         SECTION 5.07.     ADVICE OF CHANGES.

         Until the Release Time, each Seller and Classic will immediately advise
the  Purchaser in a detailed  written  notice of any fact or  occurrence  or any
pending or  threatened  occurrence  of which it obtains  knowledge and which (if
existing and known at the date of the  execution of this  Agreement)  would have
been required to be set forth or disclosed in or pursuant to this Agreement or a
Schedule or an Exhibit hereto, which (if existing and known at any time prior to
or at the  Closing)  would  make the  performance  by any  party  of a  covenant
contained in this Agreement impossible or make such performance  materially more
difficult than in the absence of such fact or occurrence,  or which (if existing
and known at the time of the  Closing)  would cause a  condition  to any party's
obligations under this Agreement not to be fully satisfied.

         SECTION 5.08.     CONFIDENTIALITY.

         Each Seller and Classic shall insure that all confidential  information
which  any  Seller,  Classic,  any  of  their  respective  officers,  directors,
employees,   counsel,  agents,  investment  bankers,  or  accountants,   or  any
stockholder of Classic,  any of their  respective  counsel,  agents,  investment
bankers,  or  accountants  may now  possess  or may  hereafter  create or obtain
relating  to  the  financial   condition,   results  of  operations,   business,
properties,  assets, liabilities, or future prospects of Classic, the Purchaser,
or any  Purchaser  Subsidiary,  any affiliate of any of them, or any customer or
supplier of any of them or any such affiliate shall not be published, disclosed,
or made  accessible  by any of them to any other person or entity at any time or
used by any of them  except in  preparation  for the  Closing  without the prior
written consent of the Purchaser;  provided,  however,  that the restrictions of
this  sentence  shall not apply (a) as may  otherwise be required by law, (b) as
may be necessary or  appropriate  in  connection  with the  enforcement  of this
Agreement,  or (c) to the extent such  information  shall have otherwise  become
publicly  available.  Each Seller shall,  and shall cause all other such persons
and  entities  to,  deliver  to the  Purchaser  all  tangible  evidence  of such
confidential  information to which the  restrictions  of the foregoing  sentence
apply at the Closing or the earlier rightful termination of this Agreement.

         SECTION 5.09.     PUBLIC STATEMENTS.

         Before any Seller or Classic shall release any  information  concerning
this Agreement or any document  contemplated thereby or in connection therewith,
or the transactions  contemplated thereby or in connection  therewith,  which is
intended for or may result in public  dissemination  thereof, it shall cooperate
with the  Purchaser,  shall  furnish  drafts of all  documents or proposed  oral
statements  to the  Purchaser  for  comments,  and  shall not  release  any such
information  without the written  consent of the  Purchaser.  Nothing  contained
herein shall prevent any Seller or Classic from releasing any information to any
governmental authority if required to do so by law.

         SECTION 5.10.     OTHER PROPOSALS.

         Until the Release Time,  neither any Seller nor Classic shall, or shall
authorize or permit any officer, director,  employee, counsel, agent, investment
banker,  accountant,  or  other  representative  of


                                       16
<PAGE>

any Seller or of Classic, directly or indirectly,  to: (a) initiate contact with
any person or entity in an effort to solicit any Takeover Proposal (as such term
is defined in this Section 5.10);  (b) cooperate with, or furnish or cause to be
furnished any non-public  information  concerning the business,  properties,  or
assets of any Seller or Classic to, any person or entity in connection  with any
Takeover  Proposal;  (c) negotiate with any person or entity with respect to any
Takeover  Proposal;  or (d) enter into any agreement or  understanding  with the
intent to effect a Takeover  Proposal.  Seller  will  immediately  give  written
notice to the Purchaser of the details of any Takeover  Proposal of which any of
them becomes aware. As used in this Section 5.10, "TAKEOVER PROPOSAL" shall mean
"any proposal,  other than as contemplated by this Agreement,  (e) for a merger,
consolidation,  reorganization,  other business combination, or recapitalization
involving any Seller or Classic, for the acquisition of a 5% or greater interest
in the equity or in any class or series of  capital  stock of  Classic,  for the
acquisition  of the  right to cast 5% or more of the  votes on any  matter  with
respect to Classic,  or for the  acquisition of a substantial  portion of any of
the  assets of Classic  other than in the  ordinary  course of the  business  of
Classic, or (f) the effect of which may be to prohibit,  restrict,  or delay the
consummation of any of the transactions contemplated by this Agreement or impair
the  contemplated   benefits  to  the  Purchaser  of  any  of  the  transactions
contemplated by this Agreement."

         SECTION 5.11.     CONSENTS WITHOUT ANY CONDITION.

         Neither any Seller nor Classic  shall make any  agreement  or reach any
understanding  not  approved  in writing by the  Purchaser  as a  condition  for
obtaining any consent, authorization,  approval, order, license, certificate, or
permit required for the  consummation of the  transactions  contemplated by this
Agreement.

         SECTION 5.12.     NON-COMPETITION, NON-SOLICITATION, AND
                           CONFIDENTIALITY.

         Each  Seller  shall  use  his  best  efforts  to  cause  any  officers,
directors, and employees of Classic and other persons employed by, or associated
with,  either Seller or Classic as shall be designated by Purchaser,  to execute
and deliver to the  Purchaser and Classic a  non-competition,  non-solicitation,
and confidentiality agreement in a form reasonably acceptable to Purchaser.

         SECTION 5.13.     FUTURE NAME.

         No Seller will use or adopt,  or cause or give permission to any person
or entity to use or adopt,  a name  containing any of "Classic" or words similar
to or susceptible of confusion with the word or any  combination or abbreviation
thereof.

         SECTION 5.14.     TAX FILINGS.

         Each Seller and Classic shall timely  prepare and file any  declaration
or filing  necessary to comply with any  transfer tax statutes  that require any
such filing before the Closing.

         SECTION 5.15.     CERTAIN ACTIONS.

         Neither any  Seller,  Classic,  nor any  officer,  director,  employee,
counsel,  agent,  investment  banker,  accountant,  or other  representative  of
Classic shall,  directly or indirectly,  take any action the effect of which may
be to  prohibit,  restrict,  or  delay  the  consummation  of  the  transactions


                                       17
<PAGE>

contemplated  by this  Agreement  or impair  the  contemplated  benefits  to the
Purchaser of the transactions contemplated by this Agreement.

VI.      COVENANTS OF THE PURCHASER

         The  Purchaser  covenants  and agrees  that,  unless the  Sellers  will
otherwise approve in writing:

         SECTION 6.01.     CONFIDENTIALITY.

         Purchaser  and  the  Purchaser   Subsidiaries  shall  insure  that  all
confidential  information which Purchaser,  any Purchaser  Subsidiaries,  any of
their respective officers,  directors,  employees,  counsel, agents,  investment
bankers,  or  accountants,  or  any  stockholder  of  Purchaser,  any  of  their
respective counsel,  agents,  investment bankers, or accountants may now possess
or may hereafter create or obtain relating to the financial  condition,  results
of operations, business, properties, assets, liabilities, or future prospects of
Seller, any affiliate of any of them (other than Classic following the Closing),
or any  customer or supplier of any of them or any such  affiliate  shall not be
published,  disclosed,  or made accessible by any of them to any other person or
entity at any time or used by any of them except in preparation  for the Closing
without the prior written consent of the Sellers;  provided,  however,  that the
restrictions  of this sentence  shall not apply (a) as may otherwise be required
by  law,  (b) as  may  be  necessary  or  appropriate  in  connection  with  the
enforcement of this Agreement,  or (c) to the extent such information shall have
otherwise become publicly available.  Purchaser shall, and shall cause all other
such persons and entities  to,  deliver to the Sellers all tangible  evidence of
such  confidential  information  to  which  the  restrictions  of the  foregoing
sentence  apply at the  Closing  or the  earlier  rightful  termination  of this
Agreement.

         SECTION 6.02.     PUBLIC STATEMENTS.

         Before the Purchaser  shall  release any  information  concerning  this
Agreement or any document  contemplated thereby or in connection  therewith,  or
the  transactions  contemplated  thereby or in  connection  therewith,  which is
intended for or may result in public  dissemination  thereof, it shall cooperate
with the  Sellers,  shall  furnish  drafts of all  documents  or  proposed  oral
statements  to the  Sellers  for  comments,  and  shall  not  release  any  such
information without the written consent of the Sellers. Nothing contained herein
shall prevent the Purchaser from releasing any  information to any  governmental
authority if required to do so by law.

         SECTION 6.03.     CONSENTS WITHOUT ANY CONDITION.

         Neither Purchaser nor any Purchaser Subsidiary shall make any agreement
or reach any understanding not approved in writing by the Sellers as a condition
for obtaining any consent, authorization, approval, order, license, certificate,
or permit required for the consummation of the transactions contemplated by this
Agreement.

         SECTION 6.04.     CONDUCT OF BUSINESS.

         Until the Release Date,  the Purchaser will conduct its affairs so that
on the Closing  Date no  representation  or warranty  of the  Purchaser  will be
inaccurate,  no covenant or agreement of the


                                       18
<PAGE>

Purchaser  will be  breached,  and no condition  in this  Agreement  will remain
unfulfilled by reason of the actions or omissions of the Purchaser.

         SECTION 6.05.     CERTAIN ACTIONS.

         Neither  the  Purchaser,  any  Purchase  Subsidiary,  nor any  officer,
director,  employee,  counsel,  agent, investment banker,  accountant,  or other
representative  of Purchaser or any  Purchaser  Subsidiary,  shall,  directly or
indirectly, take any action the effect of which may be to prohibit, restrict, or
delay the  consummation  of the  transactions  contemplated by this Agreement or
impair the contemplated benefits to the Sellers of the transactions contemplated
by this Agreement.

VII. CONDITIONS TO OBLIGATIONS OF THE SELLERS AND CLASSIC

         The obligations of the Sellers and Classic and under this Agreement are
subject, at the option of the Sellers, to the following conditions:

         SECTION 7.01.     ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH
                           CONDITIONS.

         All  representations  and warranties of the Purchaser contained in this
Agreement shall be accurate when made and, in addition,  shall be accurate as of
the Closing Date as though such representations and warranties were then made in
exactly the same language by the  Purchaser and  regardless of knowledge or lack
thereof on the part of the  Purchaser or changes  beyond its control;  as of the
Closing Date, the Purchaser shall have performed and complied with all covenants
and  agreements  and  satisfied  all  conditions  required to be  performed  and
complied with by it at or before such date, respectively, by this Agreement; and
the Sellers shall have received a  certificate  executed by the Chief  Executive
Officer of the Purchaser, dated such date, to that effect.

         SECTION 7.02.     SCHEDULES.

         Prior to the Closing, Purchaser shall deliver to the Seller and Classic
the Schedules and other documents  required to be delivered  thereby pursuant to
the terms of this Agreement.

         SECTION 7.03.     OTHER CLOSING DOCUMENTS.

         The  Purchaser  shall have  delivered to the Sellers at or prior to the
Closing Date such other  documents  (including  certificates  of officers of the
Purchaser) as the Sellers may reasonably  request in order to enable the Sellers
to determine  whether the conditions to their  obligations  under this Agreement
have been met and otherwise to carry out the provisions of this Agreement.

         SECTION 7.04.     REVIEW OF PROCEEDINGS.

         All actions, proceedings,  instruments, and documents required to carry
out  this  Agreement  and  each  of the  documents  contemplated  thereby  or in
connection therewith and all other related legal matters shall be subject to the
reasonable  approval  of the  Sellers  and  Classic,  and  Purchaser  shall have
furnished  such  counsel  such  documents  as such  counsel may have  reasonably
requested for the purpose of enabling them to pass upon such matters.



                                       19
<PAGE>

         SECTION 7.05.     LEGAL ACTION.

         There shall not have been instituted or threatened any legal proceeding
relating to, or seeking to prohibit or otherwise  challenge the consummation of,
the transactions contemplated hereby, or any document contemplated thereby or in
connection therewith, or to obtain substantial damages with respect thereto.

         SECTION 7.06.     NO GOVERNMENTAL ACTION.

         There  shall  not  have  been  any  action  taken,  or any  law,  rule,
regulation, order, or decree proposed, promulgated,  enacted, entered, enforced,
or deemed applicable to the transactions contemplated by, or in connection with,
any of the Transaction  Agreements by any federal,  state,  local,  foreign,  or
other  governmental  authority or by any court or other tribunal,  including the
entry of a preliminary or permanent  injunction,  which, in the sole judgment of
the Sellers in good faith, (a) makes any of the transactions contemplated hereby
illegal,  (b) results in a delay in the ability of the Sellers or the  Purchaser
to consummate  any of the  transactions  contemplated  hereby,  (c) requires the
divestiture by the Purchaser of a material portion of the business of either the
Purchaser and the Purchaser  Subsidiaries  taken as a whole, or of Classic,  (d)
imposes  material  limitations  on the ability of the Purchaser  effectively  to
exercise  full rights of  ownership  with respect to the  properties  and assets
purported to be sold pursuant to this  Agreement,  or (e)  otherwise  prohibits,
restricts, or delays consummation of any of the transactions contemplated hereby
or impairs the contemplated benefits to the Purchaser of any of the transactions
contemplated hereby.

         SECTION 7.07.     GOVERNMENTAL APPROVAL.

         The parties to this  Agreement  shall have  obtained at or prior to the
Closing  all  required  consents  and  unconditional  written  approvals  of all
federal,  state, local, foreign, or other governmental agencies having the legal
or administrative right or obligation to consent to, or approve,  this Agreement
and to the execution, delivery, and performance hereof.

         SECTION 7.08.     CONTRACTUAL CONSENTS NEEDED.

         The parties  hereto shall have  obtained at or prior to the Closing all
consents required for the consummation of the transactions  contemplated hereby,
or  in  connection  herewith,  from  any  party  to  any  contract,   agreement,
instrument,  lease, license,  arrangement, or understanding to which any of them
is a party,  or to  which  any of them or any of  their  respective  businesses,
properties, or assets are subject.

         SECTION 7.09.     DUE DILIGENCE REVIEW.

         The Sellers  shall  conduct a due  diligence  review of the  Purchaser,
including,  without  limitation,  a review  of the  schedules  delivered  by the
Purchaser  pursuant hereto and the documents  referenced therein delivered prior
to the Closing Date,  and shall be reasonably  satisfied with the result of such
review.



                                       20
<PAGE>

VIII.    CONDITIONS TO OBLIGATIONS OF THE PURCHASER

         The  obligations of the Purchaser and under this Agreement are subject,
at the option of the Purchaser, to the following conditions:

         SECTION 8.01.     ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH
                           CONDITIONS.

         All representations and warranties of the Sellers and Classic contained
in this  Agreement  shall be  accurate  when made  and,  in  addition,  shall be
accurate as of the Closing Date as though such  representations  and  warranties
were then made in exactly  the same  language  by the  Sellers  and  Classic and
regardless  of knowledge or lack thereof on the part of any Seller or Classic or
changes  beyond its  control;  as of the Closing  Date,  each Seller and Classic
shall  have  performed  and  complied  with all  covenants  and  agreements  and
satisfied all  conditions  required to be performed and complied with by them at
or before the  Closing  Date by this  Agreement;  and the  Purchaser  shall have
received certificates executed by each Seller and by the chief executive officer
and the chief  financial  officer of  Classic,  dated the  Closing  Date to that
effect.

         SECTION 8.02.     SCHEDULES.

         Prior  to the  Closing,  the  Sellers  and  Classic  shall  deliver  to
Purchaser  the Schedules and other  documents  required to be delivered  thereby
pursuant to the terms hereof.

         SECTION 8.03.     OTHER CLOSING DOCUMENTS.

         The Sellers and Classic  shall have  delivered  to the  Purchaser at or
prior to the Closing Date such other  documents  (including  certificates of the
Sellers and  officers of Classic) as the  Purchaser  may  reasonably  request in
order to enable  the  Purchaser  to  determine  whether  the  conditions  to its
obligations  under this  Agreement  have been met and otherwise to carry out the
provisions of this Agreement.

         SECTION 8.04.     REVIEW OF PROCEEDINGS.

         All actions, proceedings,  instruments, and documents required to carry
out  this  Agreement  and  each  of the  documents  contemplated  thereby  or in
connection therewith and all other related legal matters shall be subject to the
reasonable  approval  of counsel to the  Purchaser,  and the Sellers and Classic
shall have  furnished  such  counsel  such  documents  as such  counsel may have
reasonably requested for the purpose of enabling them to pass upon such matters.

         SECTION 8.05.     LEGAL ACTION.

         There shall not have been instituted or threatened any legal proceeding
relating to, or seeking to prohibit or otherwise  challenge the consummation of,
the transactions  contemplated by this Agreement,  or any document  contemplated
thereby  or in  connection  therewith,  or to obtain  substantial  damages  with
respect thereto.

         SECTION 8.06.     NO GOVERNMENTAL ACTION.

                                       21
<PAGE>

         There  shall  not  have  been  any  action  taken,  or any  law,  rule,
regulation, order, or decree proposed, promulgated,  enacted, entered, enforced,
or deemed applicable to the transactions contemplated by, or in connection with,
this Agreement by any federal,  state,  local,  foreign,  or other  governmental
authority  or  by  any  court  or  other  tribunal,  including  the  entry  of a
preliminary  or  permanent  injunction,  which,  in  the  sole  judgment  of the
Purchaser in good faith, (a) makes any of the transactions  contemplated by this
Agreement  illegal,  (b)  results in a delay in the ability of the Seller or the
Purchaser  to  consummate  any  of the  transactions  contemplated  hereby,  (c)
requires the divestiture by the Purchaser of a material  portion of the business
of either the Purchaser and the Purchaser  Subsidiaries  taken as a whole, or of
Classic,  (d)  imposes  material  limitations  on the  ability of the  Purchaser
effectively  to exercise full rights of ownership with respect to the properties
and assets  purported to be sold  pursuant to this  Agreement,  or (e) otherwise
prohibits,  restricts,  or  delays  consummation  of  any  of  the  transactions
contemplated hereby impairs the contemplated benefits to the Purchaser of any of
the transactions contemplated hereby.

         SECTION 8.07.     GOVERNMENTAL APPROVAL.

         The parties to this  Agreement  shall have  obtained at or prior to the
Closing  all  required  consents  and  unconditional  written  approvals  of all
governmental  agencies having the legal or administrative right or obligation to
consent to, or approve,  this  Agreement  and to the  execution,  delivery,  and
performance thereof.

         SECTION 8.08.     CONTRACTUAL CONSENTS NEEDED.

         The parties  hereto shall have  obtained at or prior to the Closing all
consents required for the consummation of the transactions  contemplated hereby,
or  in  connection  herewith,  from  any  party  to  any  contract,   agreement,
instrument,  lease, license,  arrangement, or understanding to which any of them
or any Purchaser  Subsidiary is a party, or to which any of them or any of their
respective businesses, properties, or assets are subject.

         SECTION 8.09.     DUE DILIGENCE REVIEW.

         Prior  to the  date  of the  Closing,  Purchaser  shall  conduct  a due
diligence review of the Sellers and Classic, including a review of the Schedules
and the documents  referenced therein of each Seller and Classic delivered prior
to the date hereof and prior to the date of the Closing, and shall be reasonably
satisfied with the result of such review.

         SECTION 8.10.     PERSONNEL.

         Mr.  Ben  Wong  shall  at  the  Closing  be  actively  engaged  in  the
performance of their  existing  duties for Seller and Classic and shall not have
evidenced  any intention  not to engage in  comparable  employment  with Classic
after the Closing.

         SECTION 8.11.     MATERIAL ADVERSE CHANGES.

         There shall not have been any material  adverse change in the condition
(financial or otherwise), operations, business, assets, liabilities, earnings or
prospects of Classic since the date hereof.

                                       22
<PAGE>

         SECTION 8.12.     COMPENSATION ARRANGEMENTS.

         Classic   shall   have  paid,   cancelled,   or   terminated   deferred
compensation,  severance payments, employment agreements to which it is a party,
except as otherwise provided herein and all stock options, warrants or rights to
acquire securities of Classic shall have been terminated.

IX.      MISCELLANEOUS

         SECTION 9.01.     BROKERAGE FEES

         No entity is  entitled  to assert  any right to fees,  commissions,  or
other  compensation  on  account  of  employment  as  a  broker  or  finder,  or
performance of services as a broker or finder, in connection with or as a result
of any of the transactions contemplated by this Agreement.

         SECTION 9.02.     FURTHER ACTIONS

         At any time and from time to time,  each  party  agrees,  at its or his
expense,  to take such actions and to execute and deliver such  documents as may
be reasonably necessary to effectuate the purposes of this Agreement.

         SECTION 9.03.     AVAILABILITY OF EQUITABLE REMEDIES.

         Since a breach of the provisions of this Agreement could not adequately
be compensated by money damages,  any party shall be entitled,  either before or
after the Closing,  in addition to any other right or remedy available to it, to
an  injunction  restraining  such breach or a threatened  breach and to specific
performance of any such provision of this Agreement,  and in either case no bond
or other  security  shall be required in connection  therewith,  and the parties
hereby  consent to the  issuance of such an  injunction  and to the  ordering of
specific performance.

         SECTION 9.04.     SURVIVAL.

         The covenants, agreements, representations, and warranties contained in
or made pursuant to this Agreement shall survive the Closing and any delivery of
the  consideration  described  in Section  2.01  hereof by the  parties  hereto,
irrespective  of any  investigation  made  by or on  behalf  of any  party.  The
statements  contained in any document executed by any Seller or Classic relating
hereto  or  thereto  or  delivered  to the  Purchaser  in  connection  with  the
transactions  contemplated hereby or thereby, or in any statement,  certificate,
or other instrument delivered by or on behalf of any Seller or Classic, pursuant
hereto  or  thereto  or  delivered  to the  Purchaser  in  connection  with  the
transactions  contemplated hereby or thereby shall be deemed representations and
warranties,  covenants and agreements, or conditions, as the case may be, of any
Seller  hereunder for all purposes of this Agreement  (including all statements,
certificates,  or other  instruments  delivered  pursuant  hereto or  thereto or
delivered in connection with the transactions  contemplated  hereby or thereby).
The  statements  contained in any document  executed by the  Purchaser  relating
hereto or thereto or delivered to any Seller in connection with the transactions
contemplated  hereby or  thereby,  or in any  statement,  certificate,  or other
instrument  delivered  by or on  behalf  of the  Purchaser,  pursuant  hereto or
thereto  or  delivered  to  any  Seller  in  connection  with  the  transactions
contemplated  hereby or thereby shall be deemed  representations and warranties,
covenants and  agreements,  or conditions,  as


                                       23
<PAGE>

the case may be, of the Purchaser  hereunder for all purposes of this  Agreement
(including all statements, certificates, or other instruments delivered pursuant
hereto or thereto or delivered in connection with the transactions  contemplated
hereby or thereby).

         SECTION 9.05.     MODIFICATION.

         This  Agreement  and the  Schedules  and Exhibits  hereto set forth the
entire  understanding  of the parties with respect to the subject  matter hereof
(except as provided in Section 9.04),  supersede all existing  agreements  among
them  concerning  such  subject  matter,  and may be modified  only by a written
instrument  duly  executed  by each  party  with the  approval  of the  Board of
Directors or by an officer of each corporate party.

         SECTION 9.06.     NOTICES.

         Any notice or other  communication  required or  permitted  to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt  requested (or by the most nearly comparable method if mailed from or to
a location outside of the United States) or by Federal Express, Express Mail, or
similar  overnight  delivery or courier  service or  delivered  (in person or by
telecopy, telex, or similar telecommunications equipment) against receipt to the
party to whom it is to be given at the  address  of such  party set forth in the
preamble  to this  Agreement  (or to such other  address as the party shall have
furnished in writing in  accordance  with the  provisions  of this Section 9.06)
with a copy to  each of the  other  parties  hereto.  Any  notice  given  to any
corporate party shall be addressed to the attention of the Corporate  Secretary.
Notice to the estate of any party shall be  sufficient if addressed to the party
as provided in this Section  9.06.  Any notice or other  communication  given by
certified mail (or by such comparable  method) shall be deemed given at the time
of  certification  thereof (or comparable  act),  except for a notice changing a
party's address which will be deemed given at the time of receipt  thereof.  Any
notice given by other means permitted by this Section 9.06 shall be deemed given
at the  time  of  receipt  thereof.  A copy of any  notice  to  Purchaser  shall
simultaneously  be  delivered  in  accordance  with this Section 9.06 to Reitler
Brown & Rosenblatt LLC, 800 Third Avenue,  21st Floor, New York, New York 10022,
Attention: Robert Steven Brown.

         SECTION 9.07.     WAIVER.

         Any waiver by any party of a breach of any term of this Agreement shall
not operate as or be  construed  to be a waiver of any other breach of that term
or of any breach of any other term of this Agreement.  The failure of a party to
insist  upon  strict  adherence  to any  term of this  Agreement  on one or more
occasions  will not be  considered  a waiver or deprive  that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this  Agreement.  Any waiver must be in writing  and, in the case of a corporate
party,  be authorized by a resolution of the Board of Directors or by an officer
of the waiving party.

         SECTION 9.08.     BINDING EFFECT.

         Except as otherwise  provided in this Section 9.08, no party hereto may
sell, assign, transfer, or otherwise convey any of its rights or delegate any of
its duties under this Agreement  without the


                                       24
<PAGE>

prior  written  consent of the other,  other than by will or the laws of descent
and distribution.

         SECTION 9.09.     NO THIRD PARTY BENEFICIARIES.

         This Agreement does not create, and shall not be construed as creating,
any rights  enforceable by any person not a party to this  Agreement  (except as
provided in Section 2.04).

         SECTION 9.10.     SEPARABILITY.

         If  any   provision  of  this   Agreement  is  invalid,   illegal,   or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.

         SECTION 9.11.     HEADINGS.

         The headings in this Agreement are solely for  convenience of reference
and shall be given no  effect  in the  construction  or  interpretation  of this
Agreement.

         SECTION 9.12.     COUNTERPARTS; GOVERNING LAW.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York,  without  giving effect to principles of
conflict of laws. Any action,  suit, or proceeding  arising out of, based on, or
in connection with this Agreement or the transactions contemplated hereby may be
brought in the United  States  District  Court or the courts of the State of New
York,  in each case  located in the City of New York,  New York,  and each party
covenants  and  agrees  not to  assert,  by  way of  motion,  as a  defense,  or
otherwise,  in any such action, suit, or proceeding,  any claim that it or he is
not  subject  personally  to the  jurisdiction  of such  court,  that its or his
property  is exempt or immune from  attachment  or  execution,  that the action,
suit, or proceeding is brought in an inconvenient  forum,  that the venue of the
action,  suit, or proceeding is improper,  or that this Agreement or the subject
matter hereof may not be enforced in or by such court.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       25
<PAGE>

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

                                          ACL SEMICONDUCTORS, INC.



                                          BY: /S/ CHUNG-LUN YANG
                                              ---------------------
                                              NAME:  CHUNG-LUN YANG
                                              TITLE:    CEO


                                          CLASSIC ELECTRONICS, LTD.



                                          BY: /S/ BEN WONG
                                              ---------------------
                                              NAME:  BEN WONG
                                              TITLE:    DIRECTOR



                                                 /S/ BEN WONG
                                                 ---------------------
                                          NAME:  BEN WONG



                                                 /S/ FONG WUN KIN
                                                 ---------------------
                                          NAME:  FONG WUN KIN



<PAGE>

SCHEDULE A



SELLERS:



MR. BEN WONG, a Hong Kong resident and whose residential  address is situated at
6D Wah Yan Court, Wah Yuen Chuen, Kwai Chung, NT, Hong Kong; and

SHARES OWNED BY MR. WONG                                      2,999,999 SHARES



MR. FONG WUN KIN, a Hong Kong resident and whose residential address is situated
at Rm 1822, Heng Fung House, Heng On Estate, Ma On Shan, NT, Hong Kong



SHARES OWNED BY MR. FONG WUN KIM:                                      1 SHARE


                                       27