AGREEMENT ON COMPREHENSIVE CREDIT LINE

Date:   December 25, 2001

To:     Farmers' Bank of China

This Agreement is made and entered into on this 25th day of December, 2001, by
and among:

DII Taiwan Co., Ltd. (Hereinafter referred to as the Debtor);
N/A (The Joint Guarantor, hereinafter referred to as Guarantor) and
Farmers' Bank of China (Hereinafter referred to as the Creditor);

WHEREAS the Debtor intends to negotiate a short-term loan in revolving use with
the Creditor, within the comprehensive credit line at New Taiwan Dollars Sixty
Million or in U. S. Dollars or other foreign currencies of equivalent value
(Hereinafter referred to as the Loan, including credit lines in individuals)
within the time limit stated in Article I, A. General Provisions of this
Agreement, parties hereto come to this Agreement. The terms and conditions
herein shall apply to the Loans granted by the Creditor as comprehensive
provisions except the respective liability documents:

A. GENERAL PROVISIONS:

Article I         The Loan may be taken out during the period between Dec/25,
                  2001 and Dec/24 2002. Unless otherwise stated in the law, all
                  debts incurred by the indebtedness certificates, checks, L/Cs,
                  purchase orders, endorsements issued by the Debtor or
                  Guarantor shall be relieved when all liabilities under the
                  Loans are repaid in full within the time limit specified
                  above. In case of ambiguity on amount of the Loan by the
                  Debtor, the Creditor's account cards, accounting books
                  vouchers, computerized data, vouchers otherwise, correspondent
                  papers or photocopies or epitome shall govern.

Article II        The "comprehensive credit line" refers the maximum credit the
                  Creditor grants to the Debtor for the specified purposes. The
                  Creditor may define individual credit line aiming at
                  respective purposes to be expressly provided for in the
                  respective parts of the Agreement within the maximum credit
                  line of the Loan items. The grand total of the respective item
                  credit lines may exceed the comprehensive credit line. When
                  the Debtor actually takes out the Loan, when the total of the
                  expected and received loans exceeds the comprehensive credit
                  line, the Debtor shall be subject to the restriction of the
                  comprehensive credit line though the expected loan does not
                  exceed the corresponding credit line. Unless otherwise stated,
                  the Debtor may use the Loans within the comprehensive credit
                  line and individual credit line on a revolving basis. If the
                  disbursement involves foreign currencies, the comprehensive
                  credit line and individual credit line shall be calculated at
                  the exchange rate quoted by the Creditor at the time.

Article III       When the Creditor shall deem the Debtor is in misuse of the
                  Loan, or in doubtful credit standing, or fails to provide
                  collateral as required, or whenever the Creditor deems
                  necessary, the Creditor may terminate the Debtor's use of the
                  Loan or reduce the credit line without notice. In the event of
                  a dispute with a third party or extra expenditure, the Debtor
                  shall be liable for all damages thereof.

Article IV        Unless otherwise stated in the Agreement, the collateral
                  provided under the Agreement shall be in the contents,
                  registered, in the scope and method totally according to
                  relevant laws and regulations.

Article V         The Agreement shall come into force upon execution. Where the
                  Creditor has appropriated the Loan, or issued the Guarantee or
                  take other action for the Loan, the Agreement shall come into
                  force retroactively upon completion of such action. When the
                  Debtor applies for and gets approved by the Creditor of
                  renewal, the Agreement remains in effect even before the
                  renewal agreement is signed.

Article VI        Other contracts and liability vouchers issued by the Debtor
                  and Guarantor, if any, shall form an integral part of the
                  Agreement and shall be equally valid as the Agreement unless
                  specifically stated in the Agreement for preferentially
                  applicable.

Article VII       For the application issued by the Debtor upon taking out the
                  Loan, the Guarantor shall guarantee to abide by the clauses of
                  the Agreement to assume the responsibility of joint guarantee,
                  absolutely free of any objection by reason that the
                  application has not been signed by the Guarantor.

Article XIII      The Agreement takes Paochiao Branch of the Creditor as the
                  place of enforcement and takes the district court located in
                  the place where the Paochiao Branch of the Creditor is located
                  as the jurisdictional court. The Debtor and the Guarantor
                  shall waive the right to object regarding the jurisdictional
                  court disregarding any change in domicile or nationality.

Article IX        This Agreement is made in duplicate. The duplicate copy is
                  valid in case the original shall be lost.

B. RESPECTIVE CLAUSES

SHORT-TERM OPERATING CAPITAL

Article I         The total credit line in this loan comes to NT$60 million,
                  specifically to be used by the Debtor in the needs for working
                  capital, to be disbursed on grounds of advance application.


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Article II        The interest of the Loan in this loan is 0.25% in addition to
                  the Creditor's prime loan rate.

                   DOMESTIC PROCUREMENT LOAN, AND ACCEPTANCES

Article I         The credit line for this individual loan comes to NT$60
                  million and is specifically for purchasing domestic supplies
                  by consigning the Creditor to issue domestic, irrevocable
                  L/Cs, either instant or forward ones, in revolving
                  disbursement with the drafts or acceptances issued by the L/C
                  beneficiaries. The L/C guarantee issued by the Debtor
                  according to Article II functions as the guarantee for
                  liabilities to the Creditor and shall not be included in the
                  credit line.

Article II:       The Debtor shall act according to the following when
                  consigning the Creditor to issue the aforementioned L/Cs: (I)
                  Fill out the application with the Creditor provided form.
                  (II)Submit trading contracts and other transaction vouchers
                  concerned in photocopies. (III)Pay the Creditor the guarantee
                  bond at 0 % of the minimum L/C amount. (IV)Issue certificate
                  of exemption from protest and notification obligation at the
                  L/C amount and take the promissory note, with a creditor as
                  the payer, as the tool to make repayment.

Article III:      Of the forward domestic L/C opened under the Agreement, the
                  drafts shall not exceed 180 days from acceptance. The day
                  preceding maturity of the draft, or the day informed by the
                  Creditor shall be the day for reimbursement for each case of
                  the liability.

Article IV        Of the spot domestic L/C issued under the Agreement, the
                  drafts shall be payable at-sight and shall take the day
                  preceding the beneficiary's presentation of the draft or the
                  day informed by the Creditor shall be the day for
                  reimbursement for each case of the liability. In a case of
                  spot draft where the Debtor applies to the Creditor for
                  consent to advance the amount to the beneficiary, the Debtor
                  shall agree to repay within 180 days from the day when the
                  amount is advanced, plus interest 0.25% in addition to the
                  Creditor's prime loan rate. The sum shall be repaid in advance
                  if the supplies purchased under the Loan are sold out ahead of
                  schedule.

Article V         Until the acceptance draft of the L/C under the Agreement
                  becomes mature, the Debtor shall agree to submit the draft
                  amount to the Creditor ready for payment. When the Debtor
                  fails to do so, the Debtor shall pay interest for the period
                  beginning the day when the Creditor pays until the day of
                  repayment at the rate set forth in the preceding article and,
                  in addition, penalty according to the covenant separately
                  signed with the Creditor even if the draft has been purchased
                  with discount from the Creditor.

Article VI        Where the Creditor with review process considers that the
                  drafts and auxiliary vouchers presented with the L/C under the
                  Agreement satisfactory to the L/C terms and thus accepts or
                  makes payment, the Debtor shall agree to make payment
                  forthwith. When the aforementioned drafts or auxiliary
                  vouchers proved unauthentic, forged or defective otherwise
                  later on (including nonconformity of the products in quality
                  or quantities with the vouchers), the Creditor shall not held
                  responsible and the Debtor shall not contend or refuse payment
                  by any reasons.

Article VII       On all operations, responsibility and obligations under the
                  L/C of the Agreement, the Debtor agrees to the "Uniform
                  Customs of L/C" promulgated by the International Chamber of
                  Commerce, the clauses interpreted under the trading terms
                  which shall form an integral part of this Agreement.

Article VIII      Of the commodities under the L/C, when the beneficiary fails
                  to fulfill contract, delays in delivery, forges or in case of
                  force majeure, the Debtor shall solely bear the losses and
                  shall hold the Creditor harmless.

Article IX        Of the commodities under the L/C, the Debtor shall agree to
                  purchase insurance at the terms and conditions satisfactory to
                  the Creditor and that the Creditor be the preferential
                  beneficiary. The Debtor shall pay the premium solely.

              LOAN FOR PURCHASE FROM OVERSEAS SOURCES AND GUARANTEE

Article I         The credit line for this individual loan comes to NT$60
                  million or the equivalent value in U. S. Dollars or other
                  foreign currencies and is specifically for importing goods and
                  apply to the Creditor for guarantee required for such import.
                  The categories, methods, period and contents of the
                  aforementioned guarantee shall be subject to the Creditor's
                  agreement. In case of a need to use the Loan exceeding the
                  specified credit line


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                  due to shipment, economy or reasons otherwise, the credit line
                  may be used within 20% in excess of the specified limit after
                  the Debtor applies and the Creditor approves. In such
                  excessive use, nevertheless, all clauses under the Agreement
                  are continually applicable.

Article II        The Debtor, when issuing a forward L/C, shall agree to pay the
                  L/C guarantee on grounds of the percentage of exchange
                  settlement and the Creditor's requirements and requests that
                  the Creditor pay the remainder sum. The Debtor shall pay in
                  New Taiwan Dollars at the exchange rate prevalent at the time
                  of repayment or pay with the Debtor's own foreign exchange.
                  The Debtors shall repay in advance when the imported goods are
                  sold ahead of schedule, provided, that each loan shall not
                  exceed the maximum of 180 days.

Article III       In the event the L/C guarantee bond under the preceding
                  article is advanced in New Taiwan Dollars loan under the
                  Creditor's consent, such sum shall be converted into New
                  Taiwan Dollars loan at the exchange rate agreed that time and
                  shall be repaid within the period set forth in the preceding
                  article. The interest shall be 0.25% in addition to the
                  Creditor's prime loan rate in New Taiwan Dollars and shall be
                  settled case by case.

Article IV        In the wake of the Debtor's application with the Creditor's
                  approval, if the sum advanced under Article II is converted
                  into advance sum in New Taiwan Dollars, the Debtor shall agree
                  that the date of conversion, exchange and interest rates be
                  determined at the Creditor's discretion which the Debtor and
                  Guarantor shall not object. For interests accruing for advance
                  in foreign currency before conversion, the Debtor shall pay at
                  the time of conversion. The advance sum in New Taiwan Dollars
                  after conversion shall accrue interest at the rate as
                  promulgated by the Creditor and shall be paid in package with
                  the principle set forth in Article II.

Article V         The Loan accrue interest at fixed rate beginning the day when
                  the foreign creditor makes payment. In case of credit in U. S.
                  Dollars, the interest shall be the 6-month SIBOR rate plus
                  0.75% and divided by 0.946. In case of in Japanese yen, the
                  interest rate shall be the loan rate of Japanese yen
                  promulgated by the Creditor minus 1.75%. In case of other
                  foreign currencies, the interest shall be on grounds of the
                  interest rates promulgated by the Creditor. In absence of the
                  rate as promulgated by the Creditor, the interest shall be
                  1.5% in addition to the Creditor's acquiring costs. The
                  aforementioned interest shall be paid as required and the
                  interest under the Loan shall be paid up before repayment of
                  the principal. The interest will be reduced in line with the
                  repayment of principal.

Article VI        In the event the guarantees defined under Article I meet the
                  Creditor's agreement, the amount of guarantee, maturity dates
                  and other contents shall be subject to the guarantee documents
                  issued by the Creditor. For the guarantee handling fee, the
                  Debtor shall pay in a lump-sum before the Creditor issues the
                  guarantee papers.

Article VII       The Debtor shall fulfill the guarantees to the Creditor in
                  time and in full and agrees to keep the Creditor informed of
                  the fulfillment from time to time. Whenever the guarantee
                  beneficiary considers that the Debtor unable to fulfill the
                  obligations in time and in full and thus informs the Creditor
                  anytime during the guarantee period, whatsoever the reasons,
                  the Creditor may fulfill the guarantee responsibility
                  forthwith straight on grounds of the notice served by the
                  guarantee beneficiary. The Creditor shall not be required to
                  look into whether the credit claimed by the guarantee
                  beneficiary is actually present, the amount, and whether or
                  not presence of other refutal existent between the Debtor and
                  the guarantee beneficiary which the Debtor shall absolutely
                  not object.

Article VIII      After the Creditor fulfills the guarantee responsibility
                  according to the preceding article, the Creditor may, without
                  a notice, dispose the collateral provided under the Agreement
                  at the Creditor's discretion to settle all liabilities of the
                  Debtor to the Creditor. The Debtor agrees to make good the
                  insufficiency forthwith, if any. Prior to the disposal, the
                  Creditor may, as well, request that the Debtor and the
                  Guarantor settle all liabilities with the Creditor which the
                  Debtor and the Guarantor shall absolutely not object and shall
                  not act against the Creditor with any contention existent
                  between the Debtor and the Guarantee Beneficiary.

Article IX        Where the Debtor is likely to fail to fulfill the guarantee
                  obligations to the Creditor, or where in multiple guarantees
                  the Debtor is likely to fail in any guarantee case to the
                  Creditor, the Creditor may, without the need to fulfill the
                  guarantee responsibility beforehand, straight dispose
                  collateral to offset all amounts and all expenses the Creditor
                  pays for the fulfillment of the guarantee obligations. In case
                  of balance after the offset, until the guarantee
                  responsibility with the Creditor is relieved in full, the
                  Debtor shall not request return. The Creditor may, as well,
                  straight request that the Debtor and Guarantor pay the
                  aforementioned amounts and expenses forthwith in cash or
                  straight seize the Debtor and Guarantor's property.


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Article X         Where the Creditor pays the guarantee amount, all arrearages
                  related to the guarantee or amounts otherwise, the Debtor
                  agrees to pay interest and default penalty according to
                  Article V and other covenants executed with the Creditor.

Article XI        For the Loan and all sums advanced by the Creditor under the
                  Agreement, other than the collateral defined under Article IV
                  of Agreement A, General Provisions, the Debtor further agrees
                  to pledge the aforementioned imported goods to the Creditor
                  and take this Agreement as the certificate of the pledge. The
                  Creditor obtains all pledge rights of the delivery vouchers
                  (e.g., import permit and B/L) beginning the day when the
                  Creditor issues the L/C until arrival of the imported goods,
                  and obtains the chattel pledge right of the goods beginning
                  the time when the import arrives. The Debtor further agrees to
                  get the aforementioned goods insured at the terms and
                  conditions satisfactory to the Creditor, with the Creditor as
                  the preferential beneficiary. The Debtor shall pay all costs
                  required for the insurance.

Article XII       In the event the Debtor fails to complete repayment within the
                  time limit set forth in Article II, the Creditor may straight
                  convert the outstanding sums in whole or in part into New
                  Taiwan Dollars loan based on the Creditor's selling exchange
                  rate, provided, that the Creditor is not obliged to make the
                  conversion. Under no circumstances shall the Debtor and
                  Guarantor object the time, exchange rate, amount and interest
                  rate involved in the conversion.

Article XIII      In the event the goods imported under the Loan are lost, or
                  devaluated in whole or in part because of a marine accident,
                  war, floods, fire or force majeure otherwise in the process of
                  transportation, or in the event the insurance company refuses
                  to pay or pays insufficiently or delays the payment, the
                  Debtor shall solely solve the problems and hold the Creditor
                  harmless. With a notice served in a reasonable period, the
                  Creditor may request that the Debtor and the Guarantor repay
                  the Loan, interest, advanced sums and expenses in one package,
                  free of the restriction of time limit set forth in Article II.

EXPORT LOAN

Article I         The credit line for this individual loan comes to NT$60
                  million and is specifically for export and payment for
                  guarantee bond in forward foreign exchange. After the Debtor
                  submits disbursement application, the Loan may be granted
                  within 80% of the irrevocable L/C approved by the Creditor.
                  Subject to the Creditor's consent, the Loan may be disbursed
                  within 80% of the transaction vouchers acknowledged by the
                  Creditor, or be disbursed on grounds of lending application or
                  "application for advance sales of foreign exchange and
                  contract.".

Article II        The time of repayment under the Loan shall be totally pursuant
                  to the Creditor's requirements. The Debtor shall repay the
                  Loan with the foreign exchange obtained from export on or
                  before the day of maturity.

Article III       The Loan shall accrue interest at floating rate 0.25% in
                  addition to the Creditor's prime loan rate and the interest
                  shall be paid on a monthly basis. In case of overdue payment,
                  the Debtor shall be subject to late interest and default
                  penalty according to the covenant separately signed with the
                  Creditor.

C. SPECIAL CLAUSES

I.      The interest rate of the New Taiwan Dollars Loan interest rate under the
        Agreement shall be negotiable on a case-by-case basis at the Creditor's
        discretion based on the capital status. The extra interest margin shall
        be adjusted every three months.

To:     Farmers' Bank of China

Debtor: DII Taiwan Co., LTD.
Responsible person: Sung Kung-yuan
Address: 2F, 501~15 Chungcheng Road, Hsintien City, Taipei County
Joint Guarantor:N/A
ID Card: N/A
Address: N/A
Date: 12/25/01


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