<PAGE>



                                    CONTENTS


         CLAUSE                HEADING                                     PAGE
         ------                -------                                     ----

         1.                INTERPRETATION                                    1

         2.                THE FACILITIES                                    8

         3.                CONDITIONS PRECEDENT                              9

         4.                ADVANCES                                          10

         5.                REPAYMENT AND PREPAYMENT OF ADVANCES              12

         6.                INTEREST ON ADVANCES                              14

         7.                TERMS OF OVERDRAFT FACILITY                       15

         8.                UTILISATION OF OVERDRAFT FACILITY                 15

         9.                REPAYMENT OF OVERDRAFT                            16

         10.               INTEREST ON OVERDRAFT                             16

         11.               TOP-UP REQUIREMENTS                               17

         12.               COMPLIANCE WITH GOVERNMENTAL
                           RULES AND REGULATIONS                             18

         13.               TAXES                                             18

         14.               CHANGES IN CIRCUMSTANCES                          19

         15.               PAYMENTS                                          21

         16.               REPRESENTATIONS AND WARRANTIES                    22

         17                INFORMATION                                       24

         18.               UNDERTAKINGS                                      26

         19.               EVENTS OF DEFAULT                                 30

         20.               DEFAULT INTEREST                                  34

         21.               INDEMNITIES                                       34

         22.               SET-OFF                                           36

         23.               EXPENSES AND STAMP DUTY                           36

         24.               CALCULATIONS AND EVIDENCE                         37

         25.               ASSIGNMENT                                        37


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         CLAUSE                HEADING                                     PAGE
         ------                -------                                     ----

         26.               REMEDIES, WAIVERS, AMENDMENTS                     37
                           AND CONSENTS

         27.               COMMUNICATIONS                                    38

         28.               PARTIAL INVALIDITY                                38

         29.               GOVERNING LAW                                     38

                           SCHEDULE 1
                           CONDITIONS PRECEDENT                              39

                           SCHEDULE 2
                           FORM OF REQUEST FOR "A" ADVANCE                   42

                           SCHEDULE 3
                           FORM OF REQUEST FOR "B" ADVANCE                   43

                           SCHEDULE 4
                           FORM OF REQUEST FOR "C" ADVANCE                   44

                           APPENDIX A
                           FORM OF ASSIGNMENT OF AGREEMENT
                           FOR LEASE                                         45

                           APPENDIX B
                           FORM OF MORTGAGE                                  46

                           APPENDIX C
                           FORM OF DEBENTURE                                 47

                           APPENDIX D
                           FORM OF LETTER OF AWARENESS                       48

                           APPENDIX E
                           FORM OF SUBORDINATION DEED                        49

                           APPENDIX F
                           FORM OF EQUIPMENT                                 50







<PAGE>


         THIS AGREEMENT is made on  August   , 2000 BETWEEN:-

(1)      INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD (the "Borrower"); and

(2)      KEPPEL TATLEE BANK LIMITED (the "Bank").

         WHEREAS, at the request of the Borrower, the Bank has agreed to grant
to the Borrower (1) a $2,500,000 term loan facility under which the Bank will
make to the Borrower "A" Advances (as defined below), (2) a $3,800,000 term loan
facility under which the Bank will make to the Borrower "B" Advances (as defined
below), (3) a $2,800,000 term loan facility under which the Bank will make to
the Borrower "C" Advances (as defined below), and (4) a $2,850,000 overdraft
facility under which the Bank will allow the Borrower to make Drawings (as
defined below) on the Overdraft Account (as defined below), upon the terms and
subject to the conditions of this Agreement.

         IT IS AGREED as follows:-

1.       INTERPRETATION

(A)      Definitions: In this Agreement, except where the context otherwise
         requires:-

         ""A" Advance" means an advance made or to be made by the Bank to the
         Borrower under the "A" Term Loan Facility or, as the case may be, the
         outstanding principal amount of any such advance;

         ""A" Advances Repayment Dates" means the date falling on the first day
         of the month following the date of full disbursement of "A" Advances to
         DBS Bank, and each month from that date falling on or before the "A"
         Final Repayment Date;

         ""A" Commitment" means, subject as provided in this Agreement, the
         commitment of the Bank to make to the Borrower "A" Advances of up to an
         aggregate principal amount of $2,500,000;

         ""A" Commitment Termination Date" means the date on which the "A" Term
         Loan Facility is cancelled in full in accordance with this Agreement;

         ""A" Final Repayment Date" means the date falling 119 months from the
         first day of the month following the date of the full disbursement of
         "A" Advances to DBS Bank;

         ""A" Outstandings" means, at any particular time, the aggregate
         principal amount of all (if any) "A" Advances outstanding at that time;

         ""A" Term Loan Facility" means the term loan facility granted by the
         Bank to the Borrower under Clause 2(A);

         "Advances" means the "A" Advances, the "B" Advances and the "C"
         Advances; "Agreement for Lease" means the agreement dated 10th January,
         1997 made between (1) the Lessor and (2) the Borrower relating to the
         grant by the Lessor of a lease of the Property to the Borrower (and any
         reference in this Agreement to the Agreement for Lease includes the
         Agreement for Lease as amended, modified or supplemented from time to
         time, and any document which amends, modifies or supplements the
         Agreement for Lease);

         "Assignment of Agreement For Lease" means an assignment of the rights,
         title and interest of the Borrower in and to, inter alia, the Agreement
         for Lease between (1) the Borrower and (2) the Bank, substantially in
         the form of Appendix A (or in such other form as may be approved by the
         Bank);

         "Available "A" Commitment" means the amount of the "A" Commitment less
         (1) that part of the "A" Commitment (if any) which has been cancelled
         in accordance with


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2



         this Agreement and (2) the "A" Outstandings;

         "Available "B" Commitment" means the amount of the "B" Commitment less
         (1) that part of the "B" Commitment (if any) which has been cancelled
         in accordance with this Agreement and (2) the "B" Outstandings;

         "Available "C" Commitment" means the amount of the "C" Commitment less
         (1) that part of the "C" Commitment (if any) which has been cancelled
         in accordance with this Agreement and (2) the "C" Outstandings;

         ""B" Advance" means an advance made or to be made by the Bank to the
         Borrower under the "B" Term Loan Facility or, as the case may be, the
         outstanding principal amount of any such advance;

         ""B" Advances Repayment Dates" means the date falling on the first day
         of the month following the date of full disbursement of "B" Advances to
         DBS Bank, and each month from that date falling on or before the "B"
         Final Repayment Date;

         ""B" Commitment" means, subject as provided in this Agreement, the
         commitment of the Bank to make to the Borrower "B" Advances of up to an
         aggregate principal amount of $3,800,000;

         ""B" Commitment Termination Date" means the date on which the "B" Term
         Loan Facility is cancelled in full in accordance with this Agreement;

         ""B" Final Repayment Date" means the date falling 59 months from the
         first day of the month following the date of full disbursement of "B"
         Advances to DBS Bank;

         ""B" Outstandings" means, at any particular time, the aggregate
         principal amount of all (if any) "B" Advances outstanding at that time;

         ""B" Term Loan Facility" means the term loan facility granted by the
         Bank to the Borrower under Clause 2(B); "Business Day" means a day
         (other than Saturday or Sunday) on which commercial banks are open for
         business in Singapore;

         ""C" Advance" means an advance made or to be made by the Bank to the
         Borrower under the "C" Term Loan Facility or, as the case may be, the
         outstanding principal amount of any such advance;

         ""C" Advances Repayment Dates" means the date falling on the first day
         of the month following the date of full disbursement of "C" Advances
         and each month from that date falling on or before the "C" Final
         Repayment Date;

         ""C" Commitment" means, subject as provided in this Agreement, the
         commitment of the Bank to make to the Borrower "C" Advances of up to an
         aggregate principal amount of $2,800,000;

         ""C" Commitment Termination Date" means the date falling 6 months from
         the date of approval by the Singapore Productivity and Standards Board
         for the "C" Term Loan Facility;

         ""C" Final Repayment Date" means the date falling 47 months from the
         first day of the month following the date of full disbursement of "C"
         Advances;

         ""C" Outstandings" means, at any particular time, the aggregate
         principal amount of all (if any) "C" Advances outstanding at that time;

         ""C" Term Loan Facility" means the term loan facility granted by the
         Bank to the Borrower under Clause 2(C);


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3



         "Commitments" means the "A" Commitment, the "B" Commitment, the "C"
         Commitment and the Overdraft Commitment;

         "DBS Bank" means The Development Bank of Singapore Limited;

         "Debenture" means a debenture creating fixed and floating charges over
         the assets of the Borrower made between (1) the Borrower and (2) the
         Bank, substantially in the form of Appendix C (or in such other form as
         may be approved by the Bank);

         "Debit Balance" means, at any particular time, the debit balance on the
         Overdraft Account maintained by the Borrower with the Bank (including,
         without limitation, sums of principal and compounded interest) at that
         time;

         "Dollar(s)" and "$" mean the lawful currency of Singapore;

         "Drawing" means a drawing made or to be made by the Borrower on the
         Overdraft Account or, as the case may be, the outstanding principal
         amount of any such drawing;

         "EV2PL" means EDB Ventures 2 Pte Ltd, a company incorporated in
         Singapore;

         "Equipment" means the machinery and equipment as set out in Appendix F;

         "Event of Default" means one of the events mentioned in Clause 19(A);

         "Facilities" means the "A" Term Loan Facility, the "B" Term Loan
         Facility, the "C" Term Loan Facility and the Overdraft Facility;

         "Interest Payment Date" means the last day of an Interest Period;

         "Interest Period" means (1) in relation to an "A" Advance, a period by
         reference to which interest is payable on that "A" Advance, (2) in
         relation to a "B" Advance, a period by reference to which interest is
         payable on that "B" Advance, (3) in relation to a "C" Advance, a period
         by reference to which interest is payable on that "C" Advance and (4)
         in relation to an overdue sum, a period by reference to which interest
         is calculated on an overdue sum;

         "Lessor" means Jurong Town Corporation;

         "Letter of Awareness" means the letter of awareness dated 12th July
         2000 issued by SCI, a copy of which is annexed hereto and marked
         Appendix D;

         "Margin" means 0.25 per cent.;

         "Mortgage" means a mortgage over the Property in favour of the Bank,
         substantially in the form of Appendix B (or in such other form as may
         be approved by the Bank);

         "New Equipment" means the machinery and equipment, such as wet benches,
         chemical tanks, stocks and final publishers, ADE wafer check gauge (a
         conveyor belt machine for measuring physical and electrical properties
         of the wafer), tencor (a laser-based machine for measuring particles on
         the wafer) or such other equipment approved by the Bank, purchased or
         to be purchased by the Borrower under the Singapore Productivity and
         Standards Board (PSB)/Local Enterprise Finance Scheme/Special Interest
         Rate Scheme and which are to be funded by the "C" Term Loan Facility;

         "Outstandings" means, at any particular time, the sum of:-


<PAGE>

4


         (1)      the "A" Outstandings at that time;

         (2)      the "B" Outstandings at that time;

         (3)      the "C" Outstandings at that time; and

         (4)      the Overdraft at that time;

         "Overdraft" means, at any particular time, the aggregate of the
         Drawings made by the Borrower on the Overdraft Account at that time and
         the unpaid interest accrued on such Drawings at that time;

         "Overdraft Account" means the overdraft account of the Borrower with
         the Bank referred to in Clause 7(A) established or, as the case may be,
         to be established by the Bank under the Overdraft Facility;

         "Overdraft Commitment" means, subject as provided in this Agreement,
         the commitment of the Bank to permit the Borrower to maintain a Debit
         Balance on the Overdraft Account not exceeding at any time $2,850,000,
         upon the terms and subject to the conditions of this Agreement;

         "Overdraft Facility" means the overdraft facility granted by the Bank
         to the Borrower under Clause 2(D);

         "Potential Event of Default" means any event or circumstance which, if
         it continued after the giving of any notice, the expiry of any grace
         period, and/or (as the case may be) the making of any determination by
         the Bank, provided for in Clause 19(A), would become an Event of
         Default;

         "Prime Lending Rate" means, on any day in relation to the Bank, the
         rate per annum which is the prime lending rate for Dollars of the Bank,
         as announced by the Bank from time to time, in force on such day and,
         for the purposes of this Agreement, a change in such rate shall be
         effective on and from the day on which it is announced or, if such
         announcement provides for such change to come into effect on a later
         day, on and from such later day;

         "Property" means Private Lot A16984 (Government Survey Lot 2132 of
         Mukim 7 Tuas) and situated in the Republic of Singapore as shown on the
         plan annexed to the Agreement for Lease and estimated to contain an
         area of 4,524 square metres more or less subject to survey, together
         with the buildings erected and/or to be erected thereon;

         "SAPL" means Semiconductor Alliance Pte Ltd, a company incorporated in
         Singapore;

         "SBLC" means the standby letter of credit in the principal amount of
         S$4,000,000 (3 years tenor with auto renewal) issued or to be issued by
         PNC Bank National Association in favour of the Bank;

         "SCI" means SEMX Corporation Inc., a company incorporated in the United
         States of America;

         "Security Documents" means the Assignment of Agreement for Lease, the
         Debenture, the Mortgage, the SBLC, the Letter of Awareness and the
         Subordination Deed, and any and every other document from time to time
         executed to guarantee, secure or otherwise assure the performance of
         the obligations of the Borrower under or in connection with this
         Agreement;

         "Shareholders" means SCI, SAPL and EV2PL; and

         "Subordination Deed" means the deed made between (1) the Shareholders,
         (2) the Borrower and (3) the Bank, substantially in the form of
         Appendix E (or in such


<PAGE>

5



         other form as may be approved by the Bank).

(B)      Construction of Certain References: Except to the extent that the
context requires otherwise, any reference in this Agreement to:-

         an "Act of Parliament" or any Section of, Schedule to or other
         provision of an Act of Parliament shall be construed, at any particular
         time, as including a reference to any modification, extension or
         re-enactment thereof then in force and all instruments, orders and
         regulations then in force and made under or deriving validity from the
         relevant Act or provision;

         an "agency" of a state includes any agency, authority, central bank,
         department, government, legislature, minister, ministry, official or
         public or statutory person (whether autonomous or not) of, or of the
         government of, that state;

         this "Agreement" includes this Agreement as from time to time amended,
         modified or supplemented, and any document which amends, modifies or
         supplements this Agreement, in accordance with Clause 26(B);

         the "assets" of any person means all or any part of its business,
         undertaking, property, assets, revenues (including any rights to
         receive revenues) and uncalled capital;

         "borrowed money" includes any indebtedness (1) for or in respect of
         money borrowed or raised (whether or not for cash), by whatever means
         (including acceptances, deposits, discounting, factoring, finance
         leases, hire purchase, sale-and-leaseback, sale-and-repurchase and any
         form of "off-balance sheet" financing) or (2) for the deferred purchase
         price of assets or services (other than goods or services obtained on
         normal commercial terms in the ordinary course of trading);

         "consent" also includes an approval, authorisation, exemption, filing,
         licence, order, permission, recording or registration (and references
         to obtaining consents shall be construed accordingly);

         a "directive" includes any present or future directive, regulation,
         request, requirement, rule or credit restraint programme of any agency
         of any state or of any self-regulating organisation (but, if not having
         the force of law, only if compliance with the directive is in
         accordance with the general practice of persons to whom the directive
         is intended to apply);

         "disposal" includes any sale, assignment, exchange, transfer,
         concession, loan, lease, surrender of lease, licence, reservation,
         waiver, compromise, release of security, dealing with or the granting
         of any option or right or interest whatsoever or any agreement for any
         of the same and "dispose" means to make a disposal, and "acquisition"
         and "acquire" shall be construed mutatis mutandis; a "guarantee" also
         includes an indemnity, and any other obligation (whatever called) of
         any person to pay, purchase, provide funds (whether by the advance of
         money, the purchase of or subscription for shares or other securities,
         the purchase of assets or services, or otherwise) for the payment of,
         indemnify against the consequences of default in the payment of, or
         otherwise be responsible for, any indebtedness of any other person (and
         "guaranteed" and "guarantor" shall be construed accordingly);

         "indebtedness" includes any obligation (whether present or future,
         actual or contingent, secured or unsecured, as principal, surety or
         otherwise) for the payment or repayment of money;

         a "law" includes common or customary law and any constitution, decree,
         judgment, legislation, order, ordinance, regulation, statute, treaty or
         other legislative measure, in each case of any jurisdiction whatsoever
         (and "lawful" and "unlawful" shall be construed accordingly);


<PAGE>

6



         something having a "material adverse effect" on:-

         (1)      the Borrower is to it having a material adverse effect (a) on
                  its financial condition or business or on the consolidated
                  financial condition or business of it and its subsidiaries or
                  (b) on its ability to perform and comply with its obligations
                  under this Agreement or any of the Security Documents to which
                  it is a party; and

         (2)      any of the Shareholders is to it having a material adverse
                  effect (a) on its financial condition or business or on the
                  consolidated financial condition or business of it and its
                  subsidiaries or (b) on its ability to perform and comply with
                  its obligations under any of the Security Documents to which
                  it is a party;

         a "month" means a period beginning in one calendar month and ending in
         the next calendar month on the day numerically corresponding to the day
         of the calendar month on which it commences or, where there is no date
         in the next calendar month numerically corresponding as aforesaid, the
         last day of such calendar month (and "months" and "monthly' shall be
         construed accordingly);

         any "obligation" of any person under this Agreement or any other
         agreement or document shall be construed as a reference to an
         obligation expressed to be assumed by or imposed on it under this
         Agreement or, as the case may be, that other agreement or document (and
         "due", "owing", "payable" and "receivable" shall be similarly
         construed);

         a "person" includes any individual, company, corporation, firm,
         partnership, joint venture, association, organisation, trust, state or
         agency of a state (in each case, whether or not having separate legal
         personality);

         "security" includes any mortgage, pledge, lien, hypothecation, security
         interest or other charge or encumbrance and any other agreement or
         arrangement having substantially the same economic effect (including
         any "hold-back" or "flawed asset" arrangement) and "secured" shall be
         construed accordingly);

         any of the "Security Documents" includes that Security Document as from
         time to time amended, modified or supplemented, and any document which
         amends, modifies or supplements that Security Document;

         "subsidiary" has the meaning ascribed to it in Section 5 of the
         Companies Act, Chapter 50 of Singapore;

         "tax(es)" includes any present or future tax, levy, impost, duty,
         charge, fee, deduction or withholding of any nature and whatever
         called, by whomsoever, on whomsoever and wherever imposed, levied,
         collected, withheld or assessed;

         a "time of the day" is to Singapore time unless otherwise stated; and

         the "winding-up" of a person also includes the amalgamation,
         reconstruction, reorganisation, administration, dissolution,
         liquidation, judicial management, merger or consolidation of that
         person, and any equivalent or analogous procedure under the law of any
         jurisdiction in which that person is incorporated, domiciled or
         resident or carries on business or has assets.

(C)      Miscellaneous: The headings in this Agreement are inserted for
         convenience only and shall be ignored in construing this Agreement.
         Unless the context otherwise requires, words (including words defined
         herein) denoting the singular number only shall include the plural and
         vice versa. The words "written" and "in writing" include any means of
         visible reproduction. References to "Appendices", "Clauses" and
         "Schedules" are to be construed as references to the appendices to,
         clauses of, and schedules to, this


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7



         Agreement. Any reference to a sub-clause or a paragraph is to a
         sub-Clause or paragraph of the Clause in which such reference appears.

2.       THE FACILITIES

(A)      "A" Term Loan Facility: The Bank grants to the Borrower a $2,500,000
term loan facility under which the Bank will make "A" Advances to the Borrower,
upon the terms and subject to the conditions of this Agreement.

(B)      "B" Term Loan Facility: The Bank grants to the Borrower a $3,800,000
term loan facility under which the Bank will make "B" Advances to the Borrower,
upon the terms and subject to the conditions of this Agreement.

(C)      "C" Term Loan Facility: The Bank grants to the Borrower a $2,800,000
term loan facility under which the Bank will make "C" Advances to the Borrower,
upon the terms and subject to the conditions of this Agreement.

(D)      Overdraft Facility: (1) The Bank grants to the Borrower upon the terms
and subject to the conditions of this Agreement a $2,850,000 overdraft facility
under which the Bank will permit the Borrower to make Drawings on the Overdraft
Account, the aggregate amount of such Drawings at any one time not exceeding the
Overdraft Commitment at that time.

         (2) The Overdraft Facility is an uncommitted facility and,
notwithstanding anything to the contrary contained in this Agreement or any of
the Security Documents, the Bank may at any time and from time to time review
the Overdraft Facility and may at its absolute discretion cancel the whole or
any part of the Overdraft Commitment by giving to the Borrower notice of such
cancellation. On the date of any cancellation of any part of the Overdraft
Commitment, the Overdraft Commitment shall be reduced by the amount of such
cancellation.

(E)      Purpose: The Borrower shall use (1) the entire proceeds of the "A"
Advances to re-finance the existing term loan facility obtained by the Borrower
from DBS Bank towards the purchase of the Property, (2) the entire proceeds of
the "B" Advances to re-finance the existing term loan obtained by the Borrower
from DBS Bank to finance its purchase of the Equipment, (3) the entire proceeds
of the "C" Advances to finance the payment of up to 80 per cent. of the purchase
price of the New Equipment, and (4) the Overdraft Facility to finance its
general working capital requirement in Singapore (which, for the avoidance of
doubt, excludes any purpose relating to financial investments, third country
trade or any activities outside Singapore by the Borrower and/or its
subsidiaries), but the Bank need not check that it does so.

3.       CONDITIONS PRECEDENT

(A)      Request for "A" Advance: The Borrower may not make its first request
for an "A"Advance until the Bank has confirmed to it that the Bank has received
documents appearing to the Bank to comply with the requirements of Schedule 1
and to be satisfactory.

(B)      Request for "B" Advance: The Borrower may not make its first request
for a "B" Advance until the Bank has confirmed to it that the Bank has received
documents appearing to the Bank to comply with the requirements of Schedule 1
and to be satisfactory.

(C)      Request for "C" Advance: The Borrower may not make its first request
for a "C" Advance until the Bank has confirmed to it that the Bank has received
documents appearing to the Bank to comply with the requirements of Schedule 1
and to be satisfactory.

(D)      Drawing an Overdraft Account: The Borrower may not make a Drawing on
the Overdraft Account until the Bank has confirmed to it that the Bank has
received documents appearing to the Bank to comply with the requirements of
Schedule 1 and to be satisfactory.


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8



4.       ADVANCES

(A)      "A" Advances:

         (i) Subject to the provisions of this Agreement, "A" Advances will be
made by the Bank to the Borrower at its request in one lumpsum if the following
additional conditions are fulfilled:-

         (1)      not later than 10 a.m. on the seventh Business Day before the
                  proposed date of the "A" Advance (or, as the case may be, such
                  later time as may be acceptable to the Bank for the purpose of
                  the relevant request), the Bank has received from the
                  Borrower:-

                  (a)      a notice substantially in the form set out in
                           Schedule 2 specifying (i) the proposed date of that
                           "A" Advance, which must be a Business Day falling on
                           or before the "A" Commitment Termination Date, (ii)
                           the amount of that "A" Advance, which must be equal
                           to or less than the Available "A" Commitment and, if
                           less than the Available "A" Commitment, must be at
                           least $500,000 and (iii) instructions as to the
                           manner in which the Borrower wishes the proceeds of
                           that "A" Advance to be made available by the Bank;

                  (b)      documentary evidence satisfactory to the Bank that
                           the proceeds of that "A" Advances are or and will be
                           applied in accordance with Clause 2(E)(1);

         (2)      all representations and warranties in Clause 16 (except to any
                  extent waived in accordance with Clause 26(B)) have been
                  complied with and would be correct in all respects if repeated
                  on the proposed date of that "A" Advance by reference to the
                  circumstances then existing;

         (3)      no Event of Default or Potential Event of Default has occurred
                  on or before the proposed date of that "A" Advance, or will
                  occur as a result of making that "A" Advance, other than any
                  waived in accordance with Clause 26(B); and

         (4)      not later than 10 a.m. on the proposed date of that "A"
                  Advance, the Bank has received and found satisfactory such
                  additional information, legal opinions and/or other documents
                  relevant in the context of or relating to this Agreement and
                  the Security Documents as it may reasonably request.

         (ii) Any amount of the Available "A" Commitment not drawndown on the
date of advance of the "A" Advance for the purpose as set out in Clause 2(E)(1)
shall be deemed to have been cancelled by the Borrower.



(B)      "B" Advances:

         (i) Subject to the provisions of this Agreement, "B" Advances will be
made by the Bank to the Borrower at its request in one lumpsum if the following
additional conditions are fulfilled:-

         (1)      not later than 10 a.m. on the seventh Business Day before the
                  proposed date of the "B" Advance (or, as the case may be, such
                  later time as may be acceptable to the Bank for the purpose of
                  the relevant request), the Bank has received from the
                  Borrower:-


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9



                  (a)      a notice substantially in the form set out in
                           Schedule 3 specifying (i) the proposed date of that
                           "B" Advance, which must be a Business Day falling on
                           or before the "B" Commitment Termination Date, (ii)
                           the amount of that "B" Advance, which must be equal
                           to or less than the Available "B" Commitment and, if
                           less than the Available "B" Commitment, must be at
                           least $500,000 and (iii) instructions as to the
                           manner in which the Borrower wishes the proceeds of
                           that "B" Advance to be made available by the Bank;

                  (b)      documentary evidence satisfactory to the Bank that
                           the proceeds of that "B" Advance are or will be
                           applied in accordance with Clause 2(E)(2);

         (2)      all representations and warranties in Clause 16 (except to any
                  extent waived in accordance with Clause 26(B)) have been
                  complied with and would be correct in all respects if repeated
                  on the proposed date of that "B" Advance by reference to the
                  circumstances then existing;

         (3)      no Event of Default or Potential Event of Default has occurred
                  on or before the proposed date of that "B" Advance, or will
                  occur as a result of making that "B" Advance, other than any
                  waived in accordance with Clause 26(B); and

         (4)      not later than 10 a.m. on the proposed date of that "B"
                  Advance, the Bank has received and found satisfactory such
                  additional information, legal opinions and/or other documents
                  relevant in the context of or relating to this Agreement and
                  the Security Documents as it may reasonably request.

         (ii) Any amount of the Available "B" Commitment not drawndown on the
date of advance of the "B" Advance for the purpose as set out in Clause 2(E)(2)
shall be deemed to have been cancelled by the Borrower.

(C)      "C" Advances: Subject to the provisions of this Agreement, "C" Advances
will be made by the Bank to the Borrower at its request if the following
additional conditions are fulfilled:-


         (1)      not later than 10 a.m. on the seventh Business Day before the
                  proposed date of the relevant "C" Advance (or, as the case may
                  be, such later time as may be acceptable to the Bank for the
                  purpose of the relevant request), the Bank has received from
                  the Borrower:-

                  (a)      a notice substantially in the form set out in
                           Schedule 4 specifying (i) the proposed date of that
                           "C" Advance, which must be a Business Day falling on
                           or before the "C" Commitment Termination Date, (ii)
                           the amount of that "C" Advance, which must be equal
                           to or less than the Available "C" Commitment, and
                           (iii) the details of the account (which must be the
                           account of the supplier of the New Equipment to be
                           financed by that "C" Advance) or any other manner in
                           which the Borrower wishes the proceeds of that "C"
                           Advance to be made available by the Bank to the
                           supplier of the New Equipment;

                  (b)      documentary evidence satisfactory to the Bank that
                           the proceeds of that "C" Advance are or will be
                           applied in accordance with Clause 2(E)(3);

                  (c)      (in the case of the first "C" Advance) evidence
                           satisfactory to the Bank that the Borrower has
                           obtained the approval of the Singapore Productivity
                           and Standards Board for the "C" Term Loan Facility
                           and that all terms and conditions stipulated in such
                           approval have been complied with;


<PAGE>

10



         (2)      (all representations and warranties in Clause 16 (except to
                  any extent waived in accordance with Clause 26(B)) have been
                  complied with and would be correct in all respects if repeated
                  on the proposed date of that "C" Advance by reference to the
                  circumstances then existing;

         (3)      no Event of Default or Potential Event of Default has occurred
                  on or before the proposed date of that "C" Advance, or will
                  occur as a result of making that "C" Advance, other than any
                  waived in accordance with Clause 26(B); and

         (4)      not later than 10 a.m. on the proposed date of that "C"
                  Advance, the Bank has received and found satisfactory such
                  additional information, legal opinions and/or other documents
                  relevant in the context of or relating to this Agreement and
                  the Security Documents as it may reasonable request.


5.       REPAYMENT AND PREPAYMENT OF ADVANCES

(A)      Repayment of "A" Advances: Subject as otherwise provided in this
Agreement, the "A" Advances shall be repaid by the Borrower by 119 equal monthly
principal instalments of $20,833.00 and a final principal instalment of
$20,873.00, one instalment falling due on each "A" Advances Repayment Date until
the "A" Outstandings are fully repaid to the Bank.

(B)      Repayment of "B" Advances: Subject as otherwise provided in this
Agreement, the "B" Advances shall be repaid by the Borrower by 59 equal monthly
principal instalments of $63,333.00 each and a final principal instalment of
$63,353.00, one instalment falling due on each "B" Advances Repayment Date until
the "B" Outstandings are fully repaid to the Bank.

(C)      Repayment of "C" Advances: Subject as otherwise provided in this
Agreement, the "C" Advances shall be repaid by the Borrower by 47 equal monthly
principal instalments of $58,334.00 each and a final principal instalment of
$58,302.00, one instalment falling due on each "C" Advances Repayment Date until
the "C" Outstandings are fully repaid to the Bank.

(D)      Prepayment of "A" Advances: The Borrower may prepay the "A" Term Loan
Facility or any part of it which is $100,000 or a whole multiple of that amount,
on any Interest Payment Date if it gives to the Bank not less than 30 days'
notice of the date and amount of the prepayment. Any such prepayment must be
accompanied by accrued interest on the amount prepaid and if such prepayment is
made within 36 months from the date of first disbursement of the "A" Advances, a
prepayment fee of 0.75 per cent on the amount so prepaid, together with any
other sum then due under Clause 21(A) or any other provision of this Agreement.

(E)      Prepayment of "B" Advances: The Borrower may prepay the "B" Term Loan
Facility or any part of it which is $100,000 or a whole multiple of that amount,
on any Interest Payment Date if it gives to the Bank not less than 30 days'
notice of the date and amount of the prepayment. Any such prepayment must be
accompanied by accrued interest on the amount prepaid and if such prepayment is
made within 36 months from the date of first disbursement of the "B" Advances, a
prepayment fee of 0.75 per cent on the amount so prepaid, together with any
other sum then due under Clause 21(A) or any other provision of this Agreement.

(F)      Prepayment of "C" Advances: The Borrower may prepay the "C" Term Loan
Facility or any part of it which is $100,000 or a whole multiple of that amount,
on any Interest Payment Date if it gives to the Bank not less than 30 days'
notice of the date and amount of the prepayment. Any such prepayment must be
accompanied by accrued interest on the amount prepaid. No prepayment fee shall
be required for any prepayment made by the Borrower in accordance with this
sub-Clause (F).

(G)      Miscellaneous: Any notice of prepayment given by the Borrower under
this Agreement will oblige the Borrower to prepay in accordance with that
notice. The Borrower may not repay or prepay all or any part of the "A"
Outstandings, the "B"


<PAGE>

11



Outstandings and/or the "C" Outstandings except as expressly provided in this
Agreement and may not re-borrow any amount repaid or prepaid.


6.       INTEREST ON ADVANCES

(A)      Interest on "A" Advances: (1) Interest shall be payable on each "A"
Advance by reference to successive Interest Periods. Each Interest Period shall
apply to all "A" Advances made or outstanding on the first day of that Interest
Period and shall be of one month's duration, except as follows:-

         (a)      the first Interest Period relating to any "A" Advance shall
                  begin on the proposed date of that "A" Advance and shall end
                  (in the case of the first "A" Advance) on the date falling one
                  month thereafter and (in the case of any subsequent "A"
                  Advance) on the same date as the then current Interest Period
                  relating to the first "A" Advance; and

         (b)      if any Interest Period would otherwise extend beyond an "A"
                  Advances Repayment Date, it shall instead end on that "A"
                  Advances Repayment Date.

Notwithstanding the above, the Bank may, with prior notice to the Borrower, vary
the duration of the Interest Periods relating to the "A" Advances in accordance
with its normal banking practice.

         (2) Subject as otherwise provided in this Agreement, on the last day of
each Interest Period, the Borrower shall pay the unpaid interest accrued during
that Interest Period on the "A" Advance(s) to which it relates at the rate per
annum (as determined by the Bank) equal to the sum of 0.5 per cent and the Prime
Lending Rate prevailing from time to time (or such other rate or rates as the
Bank may from time to time notify to the Borrower).

(B)      Interest on "B" Advances: (1) Interest shall be payable on each "B"
Advance by reference to successive Interest Periods. Each Interest Period shall
apply to all "B" Advances made or outstanding on the first day of that Interest
Period and shall be of one month's duration, except as follows:-

         (a)      the first Interest Period relating to any "B" Advance shall
                  begin on the proposed date of that "B" Advance and shall end
                  (in the case of the first "B" Advance) on the date falling one
                  month thereafter and (in the case of any subsequent "B"
                  Advance) on the same date as the then current Interest Period
                  relating to the first "B" Advance; and

         (b)      if any Interest Period would otherwise extend beyond a "B"
                  Advances Repayment Date, it shall instead end on that "B"
                  Advances Repayment Date.

Notwithstanding the above, the Bank may, with prior notice to the Borrower, vary
the duration of the Interest Periods relating to the "B" Advances in accordance
with its normal banking practice.

         (2) Subject as otherwise provided in this Agreement, on the last day of
each Interest Period, the Borrower shall pay the unpaid interest accrued on the
"B" Advance(s) to which it relates at the Prime Lending Rate prevailing from
time to time (or such other rate or rates as the Bank may from time to time
notify to the Borrower).

(C)      Interest on "C" Advances: (1) Interest shall be payable on each "C"
Advance by reference to successive Interest Periods. Each Interest Period shall
apply to all "C" Advances made or outstanding on the first day of that Interest
Period and shall be of one


<PAGE>

12



month's duration, except as follows:-

         (a)      the first Interest Period relating to any "C" Advance shall
                  begin on the proposed date of that "C" Advance and shall end
                  (in the case of the first "C" Advance) on the date falling one
                  month thereafter and (in the case of any subsequent "C"
                  Advance) on the same date as the then current Interest Period
                  relating to the first "C" Advance; and

         (b)      if any Interest Period would otherwise extend beyond a "C"
                  Advances Repayment Date, it shall instead end on that "C"
                  Advances Repayment Date.

         (2) Subject as otherwise provided in this Agreement, on the last day of
each Interest Period, the Borrower shall pay the unpaid interest accrued on the
"C" Advances to which it relates at the rate of 4.00 per cent. per annum (or
such other rate which is prescribed by the Singapore Productivity and Standard
Board under the Local Enterprise Finance Scheme/Special Interest Rate Incentive
Scheme at the time of approval of the "C" Term Loan Facility).

7.       TERMS OF OVERDRAFT FACILITY

(A)      Overdraft Account: Subject to the provisions of this Agreement, the
Borrower shall open and maintain with the Bank an overdraft account and the Bank
shall maintain such overdraft account in the name of the Borrower for the
purpose of making the Overdraft Facility available to the Borrower and, subject
as provided in this Agreement, the Bank shall permit the Borrower to incur a
Debit Balance on the Overdraft Account at any one time not exceeding the amount
of the Overdraft Commitment.

(B)      Terms and Conditions: The Overdraft Facility shall be made available by
the Bank upon and subject to the normal terms and conditions of the Bank for the
time being applicable to overdraft facilities (including the right of the Bank
at any time to reduce or cancel, or to vary or amend the terms of, the Overdraft
Facility) except where such terms and conditions are inconsistent with the
provisions of this Agreement or any of the Security Documents, in which case the
provisions of this Agreement and the other Security Documents will prevail.

8.       UTILISATION OF OVERDRAFT FACILITY

(A)      Terms of Utilisation: Subject to the provisions of this Agreement, the
Borrower may, from time to time prior to the date of cancellation by the Bank of
the Overdraft Commitment, borrow under the Overdraft Facility by making a
Drawing on the Overdraft Account by drawing a cheque on the Bank and/or in such
other manner as the Bank may agree with the Borrower.

(B)      Conditions to Utilisation: The agreement of the Bank to permit the
Borrower to make a Drawing on the Overdraft Account at any time is subject to
the following additional conditions:-

         (1)      the first Drawing shall be made only after full disbursement
                  under the "A" Term Loan Facility, and the "B" Term Loan
                  Facility;

         (2)      the Debit Balance following the making of that Drawing will
                  not exceed the amount of the Overdraft Commitment;

         (3)      all representations and warranties in Clause 16 (except to any
                  extent waived in accordance with Clause 26(B)) have been
                  complied with and would be correct in all respects if repeated
                  on the proposed date of that Drawing by reference to the
                  circumstances then existing; and

         (4)      no Event of Default or Potential Event of Default has occurred
                  on or before the proposed date of that Drawing, or will occur
                  as a result of making that Drawing, other than any waived in
                  accordance with Clause 26(B).


<PAGE>

13



9.       REPAYMENT OF OVERDRAFT

(A)      Interim Repayment: (1) The Borrower may repay the Overdraft (or any
part of it) at any time and shall from time to time make such repayments of the
Overdraft as are necessary to ensure that the Debit Balance at any one time is
never in excess of the Overdraft Commitment.

         (2) The Borrower shall, subject to and in accordance with the
provisions of this Agreement, be entitled to reborrow any amount repaid under
paragraph (1).

(B)      Final Repayment: Notwithstanding anything to the contrary contained in
this Agreement, the Borrower shall repay the Overdraft in full on the earlier of
(1) the date on which a demand is made by the Bank for the repayment of the
Overdraft and (2) the date on which the Overdraft Commitment is cancelled in
full.

10.      INTEREST ON OVERDRAFT

(A)      Normal Interest Rate: Interest shall accrue on the Overdraft at the
rate per annum (as determined by the Bank) equal to the sum of the Margin and
the Prime Lending Rate of the Bank prevailing from time to time (or such other
higher rate or rates as the Bank may from time to time notify to the Borrower).
Interest on the Overdraft shall be calculated on a daily basis, shall accrue
from day to day and shall be calculated on a daily basis, shall accrue from day
to day and shall be calculated on the basis of a year of 365 days and the actual
number of days elapsed. If the Debit Balance at any time exceeds the Overdraft
Commitment, the Bank reserves the right to charge interest on such excess at the
default interest rate specified in Clause 20(B).

(B)      Debiting of Overdraft Account: Interest accrued on the Overdraft at the
applicable rate(s) shall be added to the Overdraft and shall be debited to the
Overdraft Account on the last Business Day of each calendar month in accordance
with the normal practice of the Bank and on the date on which the Overdraft
Commitment is cancelled in full. In addition, if the Borrower shall fail to pay
to the Bank any other sum payable by it to the Bank at any time, the Bank shall
have the right forthwith and at any time thereafter without any notice to the
Borrower and without any restriction whatsoever to debit any such overdue sum to
the Overdraft Account without prejudice to any other rights and remedies of the
Bank against the Borrower and also without prejudice to the rights of the Bank
to enforce any security held by or on behalf of the Bank.

11.      TOP-UP REQUIREMENTS

(A)      "A" Term Loan Facility: If the "A" Outstandings shall at any time
exceed 90 per cent. of the market value of the Property (as assessed by the Bank
or by some qualified person nominated by the Bank) or shall fall below what the
Bank in its sole discretion considers to be an adequate value to secure the "A"
Outstandings, the Bank shall be entitled, without prejudice to the Bank's right
to require repayment of the "A" Outstandings:-

         (1)      to give notice in writing to the Borrower, calling for such
                  additional or alternative security as the Bank shall in its
                  absolute discretion deem adequate in order to secure the "A"
                  Outstandings, interest and other moneys for the time being due
                  or owing to the Bank, such additional or alternative security
                  to be furnished within the period specified in the Bank's
                  notice to the Borrower; or

         (2)      to require the Borrower to pay the Bank within such period as
                  may be specified in the Bank's notice to the Borrower, such
                  sums to reduce the "A" Outstandings, interest and other moneys
                  for the time being due or owing to the Bank, to such amount as
                  the Bank shall in its absolute discretion deem fit.

(B)      "B" Term Loan Facility: If the "B" Outstandings shall at any time
exceed 70 per cent. of the net book value of the Equipment (as assessed by the
Bank or by some qualified person nominated


<PAGE>

14



by the Bank) or shall fall below what the Bank in its sole discretion considers
to be an adequate value to secure the "B" Outstandings, the Bank shall entitled,
without prejudice to the Bank's right to require repayment of the "B"
Outstandings:-

         (1)      to give notice in writing to the Borrower, calling for such
                  additional or alternative security as the Bank shall in its
                  absolute discretion deem adequate in order to secure the "B"
                  Outstandings, interest and other moneys for the time being due
                  or owing to the Bank, such additional or alternative security
                  to be furnished within the period specified in the Bank's
                  notice to the Borrower; or

         (2)      to require the Borrower to pay the Bank within such period as
                  may be specified in the Bank's notice to the Borrower, such
                  seems to reduce the "B" Outstandings, interest and other
                  moneys for the time being due or owing to the Bank, to such
                  amount as the Bank shall in its absolute discretion deem fit.

(C)      "C" Term Loan Facility: If the "C" Outstandings shall at any time
exceed 80 per cent. of the net book value of the New Equipment (as assessed by
the Bank or by some qualified person nominated by the Bank) or shall fall below
what the Bank in its sole discretion considers to be an adequate value to secure
the "C" Outstandings, the Bank shall entitled, without prejudice to the Bank's
right to require repayment of the "C" Outstandings:-

         (1)      to give notice in writing to the Borrower, calling for such
                  additional or alternative security as the Bank shall in its
                  absolute discretion deem adequate in order to secure the "C"
                  Outstandings, interest and other moneys for the time being due
                  or owing to the Bank, such additional or alternative security
                  to be furnished within the period specified in the Bank's
                  notice to the Borrower; or

         (2)      to require the Borrower to pay the Bank within such period as
                  may be specified in the Bank's notice to the Borrower, such
                  seems to reduce the "C" Outstandings, interest and other
                  moneys for the time being due or owing to the Bank, to such
                  amount as the Bank shall in its absolute discretion deem fit.

12.      COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS

(A)      The Facilities granted are subject to the rules and regulations of the
Monetary Authority of Singapore prevailing from time to time and any other
competent authority or agency which may from time to time have jurisdiction over
the Facilities granted to the Borrower. The Bank shall not be obliged to make
any further advances under the Facilities if such further advance would in the
Bank's sole discretion be likely to result in a breach of such rules and
regulations.

(B)      The Borrower undertakes that it will not use the Dollar(s) outside
Singapore and will not transfer, lend or otherwise make available directly or
indirectly, either in whole or in part, any Dollar credit obtained under the
Facilities to any person, associate, branch, subsidiary or affiliate (as the
case may be) who are not residents of Singapore or (in the case of companies)
which are majority-owned, jointly-owned or otherwise controlled by non-residents
of Singapore;

(C)      The Borrower shall, upon request by the Bank, furnish the Bank with
documentary evidence (in form and substance acceptable to the Bank) showing its
compliance with sub-Clause (B).

13.      TAXES

(A)      Payments to be Free and Clear: All sums payable by the Borrower under
this Agreement shall be paid (1) free of any restriction or condition, (2) free
and clear of and (except to the extent required by law) without any deduction or
withholding for or on account of any tax and (3) without deduction or
withholding (except to the extent required


<PAGE>

15



by law) on account of any other amount, whether by way of set-off or otherwise.


(B)      Grossing-up of Payments: (1) If the Borrower or any other person
(whether or not a party to, or on behalf of a party to, this Agreement) must at
any time deduct or withhold any tax or other amount from any sum paid or payable
by, or received or receivable from, the Borrower under this Agreement, the
Borrower shall pay such additional amount as is necessary to ensure that the
Bank receives on the due date and retains (free from any liability other than
tax on its own overall net income) a net sum equal to what it would have
received and so retained had no such deduction or withholding been required or
made.

         (2) If the Borrower or any other person (whether or not a party to, or
on behalf of a party to, this Agreement) must at any time pay any tax or other
amount on, or calculated by reference to, any sum received or receivable by the
Bank under this Agreement (except for a payment by the Bank of tax on its own
overall net income), the Borrower shall pay or procure the payment of that tax
or other amount before any interest or penalty becomes payable or, if that tax
or other amount is payable and paid by the Bank, shall reimburse it on demand
for the amount paid by it.

         (3) Within 30 days after paying any sum from which it is required by
law to make any deduction or withholding, and within 30 days after the due date
of payment of any tax or other amount which it is required by paragraph (2) to
pay, the Borrower shall deliver to the Bank evidence satisfactory to the Bank of
that deduction, withholding or payment and (where remittance is required) of the
remittance thereof to the relevant taxing or other authority.

         (4) As soon as the Borrower is aware that any such deduction,
withholding or payment is required (or of any change in any such requirement),
it shall notify the Bank.

(C)      Goods and Services Tax: The Borrower shall also pay to the Bank on
demand, in addition to any amount payable by the Borrower under this Agreement
or any of the Security Documents, any goods and services, value added or other
similar tax payable in respect of that amount (and references in this Agreement
or any of the Security Documents to that amount shall be deemed to include any
such taxes payable in addition to it).

14.      CHANGES IN CIRCUMSTANCES

(A)      Illegality: (1) If at any time the Bank determines that it is or will
become unlawful or contrary to any directive of any agency of any state for it
to allow all or part of the "A" Outstandings to remain outstanding, to make,
fund or allow to remain outstanding all or part of the "A" Outstandings and/or
to carry out all or any of its other obligations under or in connection with the
"A" Term Loan Facility, upon the Bank notifying the Borrower:-

         (a)      the "A" Commitment shall be cancelled; and

         (b)      the Borrower shall prepay each "A" Advance on such date as the
                  Bank shall certify to be necessary to comply with the relevant
                  law or directive with all unpaid accrued interest thereon, all
                  unpaid fees accrued to the Bank and any other sum then due to
                  the Bank under Clause 21(A) or any other provision of this
                  Agreement.

         (2) If at any time the Bank determines that it is or will become
unlawful or contrary to any directive of any agency of any state for it to allow
all or part of the "B" Commitment to remain outstanding, to make, fund or allow
to remain outstanding all or part of the "B" Outstandings and/or to carry out
all or any of its other obligations under or in connection with the "B" Term
Loan Facility, upon the bank notifying the Borrower:-

         (a)      the "B" Commitment shall be cancelled; and


<PAGE>

16



         (b)      the Borrower shall prepay each "B" Advance on such date as the
                  Bank shall certify to be necessary to comply with the relevant
                  law or directive with all unpaid accrued interest thereon, all
                  unpaid fees accrued to the Bank and any other sum then due to
                  the Bank under Clause 21(A) or any other provision of this
                  Agreement.

         (3) If at any time the Bank determines that it is or will become
unlawful or contrary to any directive of any agency of any state for it to allow
all or part of the "C" Outstandings to remain outstanding, to make, fund or
allow to remain outstanding all or part of the "C" Outstandings and/or to carry
out all or any of its other obligations under or in connection with the "C" Term
Loan Facility, upon the Bank notifying the Borrower:-

                  (a)      the "C" Commitment shall be cancelled; and

                  (b)      the Borrower shall prepay each "C" Advance on such
                           date as the Bank shall certify to be necessary to
                           comply with the relevant law or directive with all
                           unpaid accrued interest thereon, all unpaid fees
                           accrued to the Bank and any other sum then due to the
                           Bank under Clause 21(A) or any other provision of
                           this Agreement.

         (4) If at any time the Bank determines that it is or will become
unlawful or contrary to any directive of any agency of any state for it to allow
all or part of the Overdraft Commitment to remain outstanding, to make, fund or
allow to remain outstanding all or part of the Overdraft and/or to carry out all
or any of its other obligations under or in connection with the Overdraft
Facility, upon the Bank notifying the Borrowers:-

                  (a)      the Overdraft Commitment shall be cancelled; and

                  (b)      the Borrower shall repay the Overdraft on such date
                           as the Bank shall certify to be necessary to comply
                           with the relevant law or directive together with all
                           unpaid fees accrued to the Bank and any other sum
                           then due to the Bank under this Agreement.

(B)      Increased Costs: If the Bank determines that, as a result of (1) the
introduction of or any change in, or in the interpretation or application of,
any law (which shall for this purpose include any removal or modification or any
exemption currently in force in favour of the Borrower) or (2) compliance by the
Bank with any directive of any agency of any state (including, without
limitation, a directive which affects the manner in which the Bank allocates
capital resources to its obligations under this Agreement):-

         (a)      the cost to the Bank of maintaining all or any part of the
                  Commitments and/or of making, maintaining or funding all or
                  any part of the Outstandings or any overdue sum is increased;
                  and/or

         (b)      any sum received or receivable by the Bank under this
                  Agreement or the effective return to it under this Agreement
                  or the overall return on its capital is reduced (except on
                  account of tax on its overall net income); and/or

         (c)      the Bank makes any payment (except on account of tax on its
                  overall net income) or forgoes any interest or other return on
                  or calculated by reference to the amount of any sum received
                  or receivable by it under this Agreement,

the Borrower shall indemnify the Bank against that increased cost, reduction,
payment or forgone interest or other return (except to the extent that it
results from a deduction or withholding of tax) and, accordingly, shall from
time to time on demand (whenever made) pay to the Bank the amount certified by
it to be necessary so to indemnify it. Under this sub-Clause (B), the Bank shall
be entitled to claim indemnification not only for a cost, reduction, payment or
forgone interest or other return directly attributable to this Agreement, the
Commitments, the Outstandings or any overdue sum but also for that proportion of
any


<PAGE>

17



cost, reduction, payment or forgone interest or other return which the Bank
determines to be fairly allocable to this Agreement, the Commitments, the
Outstandings or any overdue sum in relation to any law or directive applicable
to the Bank or affecting the conduct of the Bank's business or a type of
business or the manner in which or the extent to which the Bank allocates
capital resources.

15.      PAYMENTS

(A)      Manner of Payment: On each date on which any sum is due from the
Borrower it shall make that sum available to the Bank by payment in Dollars and
in immediately available and freely transferable funds, so as to be received
before 11 a.m. to such account of the Bank with such bank in Singapore as the
Bank shall have designated to it for that purpose.

(B)      Order of Distribution: If the amount received by the Bank from the
Borrower on any date is less than the total sum remaining and/or becoming due
under this Agreement on that date, the Bank shall apply that amount in or
towards payment of whichever part(s) of that sum it determines to be most
appropriate. Any such applications shall override any purported appropriation by
any person.

(C)      Non-Business Days: (1) If any Interest Payment Date, any "A" Advances
Repayment Date, any "B" Advances Repayment Date or any "C" Advances Repayment
Date would otherwise fall on a non-Business Day, it shall instead fall on the
next Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).


16.      REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to and for the benefit of the Bank
         as follows:-

         (1)      Status: it is a company duly incorporated and validly existing
                  under the laws of Singapore and has the power and authority to
                  own its assets and to conduct the business which it conducts
                  and/or proposes to conduct;

         (2)      Powers: it has the power to enter into, exercise its rights
                  and perform and comply with its obligations under this
                  Agreement, the Agreement for Lease and the Security Documents
                  to which it is a party;

         (3)      Authorisation and Consents: all action, conditions and things
                  required to be taken, fulfilled and done (including the
                  obtaining of any necessary consents) in order (a) to enable it
                  lawfully to enter into, exercise its rights and perform and
                  comply with its obligations under this Agreement, the
                  Agreement for Lease and the Security Documents to which it is
                  a party, (b) to ensure that those obligations are valid,
                  legally binding and enforceable, (c) to ensure that those
                  obligations rank and will at all times rank in accordance with
                  Clause 18(A)(1) and (d) to make this Agreement and the
                  Security Documents admissible in evidence in the courts of
                  Singapore have been taken, fulfilled and done;

         (4)      Non-Violation of Laws: its entry into, exercise of its rights
                  and/or performance of or compliance with its obligations under
                  this Agreement, the Agreement for Lease and the Security
                  Documents to which it is a party do not and will not violate,
                  or exceed any borrowing or other power or restriction granted
                  or imposed by, (a) any law to which it is subject or (b) its
                  Memorandum or Articles of Association;

         (5)      Obligations Binding: its obligations under this Agreement, the
                  Agreement for Lease and the Security Documents to which it is
                  a party are valid, binding and enforceable;


<PAGE>

18



         (6)      Non-Violation of Other Agreements: its entry into, exercise of
                  its rights and/or performance of or compliance with its
                  obligations under this Agreement, the Agreement for Lease and
                  the Security Documents to which it is a party do not and will
                  not (a) violate any agreement to which it or any of its
                  subsidiaries is a party or which is binding on any of them or
                  their respective assets or (b) result in the existence of, or
                  oblige any of them to create, any security over those assets;

         (7)      No Default: no Event of Default or Potential Event of Default
                  has occurred, or will occur as a result of the making of any
                  Advance, the making of any Drawing, other than any waived in
                  accordance with Clause 26(B), and neither it nor any of its
                  subsidiaries is in breach of or default under any agreement to
                  an extent or in a manner which has or could have a material
                  adverse effect on it or on it and its subsidiaries taken as a
                  whole;

         (8)      Existing Security: no security exists on or over any of its
                  assets or those of any of its subsidiaries except as permitted
                  by Clause 18(A)(2);

         (9)      No Material Adverse Change: there has been no material adverse
                  change in its financial condition or operations since the date
                  of its incorporation nor in the consolidated financial
                  condition or operations of it and its subsidiaries since that
                  date;

         (10)     Litigation: no litigation, arbitration or administrative
                  proceeding is current or pending or, so far as it is aware,
                  threatened (a) to restrain the entry into, exercise of its
                  rights under and/or performance or enforcement of or
                  compliance with its obligations under this Agreement, the
                  Agreement for Lease or any of the Security Documents to which
                  it is a party or (b) which has or could have a material
                  adverse effect on it or on it and its subsidiaries taken as a
                  whole;

         (11)     Winding-up: no meeting has been convened for its winding-up or
                  for the appointment of a receiver, trustee, judicial manager
                  or similar officer of it, its assets or any of them, no such
                  step is intended by it and, so far as it is aware, no
                  petition, application or the like is outstanding for its
                  winding-up or for the appointment of a receiver, trustee,
                  judicial manager or similar officer of it, its assets or any
                  of them;

         (12)     Property: it is the sole beneficial owner of the Property
                  which is not in any way subject to any security except as
                  contemplated by the Security Documents;

         (13)     Project: all action, conditions and things required to be
                  taken, fulfilled and done (including the obtaining of any
                  necessary consents) for or in connection with the Project have
                  been or will be taken, fulfilled and done;

         (14)     No Misstatement: no information, exhibit or report furnished
                  in writing by it to the Bank in connection with the
                  negotiation of this Agreement or the Security Documents
                  contained any misstatement of fact as at the date of such
                  exhibit or report or as at the date when such information was
                  given which was material in the context of this Agreement or
                  the Security Documents or omitted to state a fact as at such
                  date which in any such case would be materially adverse to the
                  interests of the Bank under this Agreement or the Security
                  Documents;

         (15)     No Defects: (a) all equipment and systems (including computers
                  and software) utilised by the Borrower and persons material to
                  the Borrower's business, which process, generate or utilise
                  data (including date data) or are reliant on any data for
                  proper operation, are free from any inability and defect which
                  would prevent the equipment and systems from properly
                  processing, generating or utilising data, (b) there is no risk
                  that there will be a material change in the Borrower's
                  business by virtue of such inability or defect, and (c) all
                  measures will be taken to ensure that the Borrower's business
                  will not be affected by such inability or defect.

         (16)     Repetition: each of the above representations and warranties
                  will be correct and complied with in all respects so long as
                  any sum remains to be lent or remains


<PAGE>

19



                  payable (whether actually or contingently) under this
                  Agreement or any of the Security Documents as if repeated then
                  by reference to the then existing circumstances;

17.      INFORMATION

         The Borrower undertakes that, so long as any sum remains to be lent or
remains payable under this Agreement or any of the Security Documents:-

         (1)      Preparation of Accounts: it will ensure that all accounts are
                  prepared in such manner that they will:-

                  (a)      include such financial statements as are required by
                           the laws of Singapore and, save as stated in the
                           notes thereto, were prepared, audited, examined,
                           reported on and approved in accordance with
                           accounting principles and practices generally
                           accepted in Singapore and consistently applied and in
                           accordance with the laws of Singapore and its
                           Memorandum and Articles of Association;

                  (b)      together with those notes, give a true and fair view
                           of its state of affairs and financial condition and
                           operations (or, in the case of consolidated accounts,
                           the consolidated state of affairs and financial
                           condition and operations of the Borrower and its
                           subsidiaries) as at that date and for the financial
                           year then ended; and

                  (c)      together with those notes and to the extent required
                           by accounting principles, standards and practices
                           generally accepted in Singapore, disclose or reserve
                           against all liabilities (contingent or otherwise) of
                           the relevant person(s) as at that date and all
                           material, unrealised or anticipated losses from any
                           commitment entered into by the relevant person(s) and
                           which existed on that date;

         (2)      Audited Accounts: as soon as available and in any event within
                  180 days after the end of each of its financial years
                  (beginning with the current one), it will deliver to the Bank
                  copies of its annual report and audited accounts (both
                  consolidated and unconsolidated) as at the end of and for that
                  financial year, together with copies of the related reports
                  and approvals referred to in sub-paragraph 1(a) above;

         (3)      Quarterly Information: as soon as available and in any event
                  within 30 days after the end of each quarter of each of its
                  financial years (beginning with the current one), it will
                  deliver to the Bank copies of its unaudited profit and loss
                  accounts and balance sheet (both consolidated and
                  unconsolidated) and trade debtors' and trade creditors' ageing
                  as at the end of and for that quarter;

         (4)      Litigation: it will promptly deliver to the Bank details of
                  any litigation, arbitration or administrative proceeding
                  which, if to its knowledge had been current, pending or
                  threatened at the date of this Agreement, would have rendered
                  the representation and warranty in Clause 16(10) incorrect;

         (5)      Winding-up: it will promptly notify the Bank of:-

                  (a)      the giving of any notice to convene a general meeting
                           of it for the passing of a resolution for its
                           winding-up;

                  (b)      the filing of any application to place it under
                           judicial management; and

                  (c)      the filing of any petition for its winding-up,

                  and any verbal notification so given by it shall be confirmed
                  in writing within


<PAGE>

20


                  24 hours thereof;

         (6)      Events of Default: it will notify the Bank of the occurrence
                  of any Event of Default or Potential Event of Default (and of
                  any action taken or proposed to be taken to remedy it)
                  promptly after becoming aware of it. With each financial
                  statement delivered by it under paragraph (2) or (3), and
                  promptly after any request made by the Bank from time to time,
                  it will deliver to the Bank a certificate signed on its behalf
                  by such person as may be acceptable to the Bank for that
                  purpose confirming that, so far as it is aware and (if
                  applicable) except as previously notified to the Bank or
                  waived in accordance with Clause 26(B), no Event of Default or
                  Potential Event of Default has occurred or (as the case may
                  be) setting out details of any which has occurred and has not
                  been so notified and of which it is aware and of any action
                  taken or proposed to be taken to remedy it;

         (7)      Valuation: it will from time to time upon the request of the
                  Bank deliver or procure the delivery to the Bank of a
                  valuation of the Property, the Equipment and/or the New
                  Equipment, carried out at its own costs and expense, and
                  specifying the current open market value of the Property, the
                  Equipment and/or the New Equipment for the time being after
                  the date of this Agreement, by independent professional
                  valuers acceptable to the Bank in accordance with the
                  standards and practices for the time being accepted in the
                  professional valuer's profession and on such basis as the Bank
                  may stipulate, such valuation to be dated not earlier than 14
                  days prior to the date of delivery; and

         (8)      Other Information: it will:-

                  (a)      promptly deliver to the Bank, such other information
                           (other than information of a proprietary nature)
                           relating to the financial condition, operations or
                           business of it or any of its subsidiaries as the Bank
                           may from time to time reasonably require;

                  (b)      promptly deliver to the Bank such information
                           relating to the Project or the Property as the Bank
                           may from time to time reasonably require; and

                  (c)      from time to time at the request of the Bank allow
                           representatives from the Economic Development Board
                           and/or the Singapore Productivity and Standards Board
                           to have access to and make copies of all records,
                           accounts and statements of the Borrower relating to
                           the Facilities as the Economic Development Board
                           and/or the Singapore Productivity and Standards Board
                           may require (and for such purpose, to allow
                           representatives from the Economic Development Board
                           and/or the Singapore Productivity and Standards Board
                           to enter into any land or premises of the Borrower
                           (including, without limitation, any part of the
                           Property)).


18.      UNDERTAKINGS

(A)      By Borrower: The Borrower undertakes that, so long as any sum remains
to be lent or remains payable under this Agreement or any of the Security
Documents:-

         (1)      Ranking of Obligations: its payment obligations under this
                  Agreement rank and will at all times rank at least equally and
                  rateably in all respects with all its other unsecured
                  indebtedness except for such indebtedness as would, by virtue
                  only of the law in force in Singapore, be preferred in the
                  event of its winding-up;

         (2)      Negative Pledge: it will not, and will ensure that none of its
                  subsidiaries will, factor any of their respective account
                  receivables and/or create or have outstanding any security on
                  or over their respective assets, except for:-


<PAGE>

21



                  (a)      liens arising solely by operation of law (or by an
                           agreement evidencing the same) in the ordinary course
                           of its business in respect of indebtedness which
                           either (i) has been due for less than seven days or
                           (ii) is being contested in good faith and by
                           appropriate means;

                  (b)      the security created by the Security Documents to
                           which it is a party; and

                  (c)      any other security created or outstanding with the
                           prior consent in writing of the Bank (such consent
                           not to be unreasonably withheld);

         (3)      Disposals: it will not, and will ensure that none of its
                  subsidiaries will, (whether by a single transaction or a
                  number of related or unrelated transactions and whether at one
                  time or over a period of time) sell, transfer, lease out, lend
                  or otherwise dispose of (whether outright, by a
                  sale-and-repurchase or sale-and-leaseback arrangement, or
                  otherwise) all or any part of its assets except for:-

                  (a)      disposals in the ordinary course of business; and

                  (b)      any disposal which the Bank shall have agreed shall
                           not be taken into account;

         (4)      Change of Business: it will ensure that there is no material
                  change in the nature of its business, or the business of
                  itself and its subsidiaries taken as a whole (whether by a
                  single transaction or a number of related or unrelated
                  transactions, whether at one time or over a period of time and
                  whether by disposal, acquisition or otherwise);

         (5)      Memorandum and Articles of Association: it will not, without
                  the prior consent in writing of the Bank (such consent not to
                  be unreasonably withheld), amend or alter any of the
                  provisions of its Memorandum and Articles of Association
                  relating to its borrowing powers or principal objects;


         (6)      Reorganisation: it will not, without the prior consent in
                  writing of the Bank (such consent not to be unreasonably
                  withheld), undertake or permit any reorganisation,
                  amalgamation, reconstruction, takeover or any other schemes of
                  compromise or arrangement affecting its present constitution;


         (7)      Insurances: it will:-

                  (a)      at all times effect and maintain or caused to be
                           effected and maintained with Keppel Insurance Pte Ltd
                           or any other insurers or underwriters approved by the
                           Bank in writing from time to time insurances against
                           such risks and liabilities customary for businesses
                           similar to its business as the Bank may from time to
                           time reasonably require and in amounts and on terms
                           satisfactory to the Bank, including but not limited
                           to insurances over the Project against loss and
                           damage by fire, explosion, aircraft and other aerial
                           devices and articles dropped therefrom, storm,
                           tempest, flooding, burst pipes and tanks, subsidence,
                           malicious damage and such other risks as the Bank may
                           from time to time reasonably require to the full
                           reinstatement value of the Project (which shall not
                           be less than any amount in that behalf which the Bank
                           may from time to time notify to it) together with
                           additional amounts estimated as sufficient to cover
                           architects', surveyors' and other professional fees
                           and the costs of demolition and debris removal and
                           will give such information to the Bank regarding such
                           insurances as the Bank may from time to time
                           reasonably require; and

                  (b)      punctually pay or procure to be paid all premiums and
                           deliver or procure to be


<PAGE>

22



                           delivered receipts therefor to the Bank.

                           Each of such insurances shall:-

                           (i)      be taken out in the joint names of it and
                                    the Bank or be noted, by indorsement on such
                                    insurances (in such form as may be
                                    acceptable to the Bank), with the interest
                                    of the Bank;

                           (ii)     name the Bank as loss payee or beneficiary;

                           (iii)    acknowledge that it is the sole party liable
                                    to pay the premiums in respect thereof;

                           (iv)     provide for the insurers or underwriters to
                                    give to the Bank at least 30 days' prior
                                    notice of cancellation by reason of
                                    non-payment of calls, premiums or otherwise
                                    and allow the Bank an opportunity of paying
                                    such calls or premiums which may be in
                                    default;

                           (v)      provide that they may not be altered or
                                    amended without the prior consent in writing
                                    of the Bank;

                           (vi)     acknowledge that all proceeds shall,
                                    irrespective of any other provisions therein
                                    contained, be paid to the Bank without
                                    deduction, set-off or counterclaim in
                                    respect of any outstanding premiums or calls
                                    on it; and

                           (vii)    be in all other respects in form and
                                    substance acceptable to the Bank.

                  Each of such insurances shall also contain a loss payee and
                  notice of cancellation clause, a notice of assignment signed
                  in accordance with the relevant policy rules and such other
                  terms and conditions as the Bank may require, all such
                  provisions to be in form acceptable to the Bank;

         (8)      Property: it will not dispose or part with possession of, or
                  agree (conditionally or unconditionally) or attempt to dispose
                  or part with possession of, any of its interest in the
                  Property;

         (9)      Subordinated Loans: it will procure that at all times its
                  indebtedness ("Subordinated Obligations") in respect of
                  borrowed moneys (whether of principal, interest, fee or
                  otherwise) which are or at any time may be or become due from
                  or owing to its shareholders (or any of them) or for which it
                  may be under liability to its shareholders (or any of them),
                  whether actually or contingently, and the respective rights
                  and claims of its shareholders in relation to such
                  indebtedness are subordinated to its obligations ("Senior
                  Obligations") under or in connection with this Agreement or
                  any of the Security Documents and to the respective rights and
                  claims of the Bank under or in connection with this Agreement
                  or any of the Security Documents and it will not make or
                  purport to make any payment, whether in cash or in kind, to
                  any of its directors and/or any of its shareholders on account
                  of the Subordinated Obligations;

         (10)     Dividends: it will not, without the prior consent in writing
                  of the Bank, declare, distribute or pay any dividend or make
                  any other distribution to its shareholders for any of its
                  financial years;

         (11)     Positive Net Worth: it will maintain a positive net worth at
                  all times (and for the purpose of this paragraph (11), the
                  expression "net worth" shall exclude (a) the amounts standing
                  to the credit of the capital and revenue reserves of the
                  relevant company and (b) the amount standing to the credit of
                  the revaluation account of the relevant company);

         (12)     Other Banking Transactions: it will channel/conduct through
                  the Bank all banking


<PAGE>

23



                  transactions (including foreign exchange) involving goods
                  financed out of proceeds of the Facilities unless otherwise
                  agreed by the Bank;

         (13)     Further Assurance: it will from time to time on request by the
                  Bank do or procure the doing of all such acts and will execute
                  or procure the execution of all such documents as the Bank may
                  reasonably consider necessary for giving full effect to this
                  Agreement and the Security Documents or securing to the Bank
                  the full benefits of all rights, powers and remedies conferred
                  upon the Bank in this Agreement and the Security Documents;
                  and

         (14)     No Defects: there will be no risk of a material change in its
                  business by virtue of any inability or defect in its equipment
                  and systems (including computer and software) utilised by it
                  and persons material to its business which process, generate
                  or utilise data (including date data) or are reliant on any
                  data for proper operation and which would prevent such
                  equipment and systems from properly processing, generating or
                  utilising data and it will ensure that its business will not
                  be affected by such inability or defect.

(B)      Special Consultant: In the event that, in the opinion of the Bank,
circumstances have arisen which gives reasonable cause for concern that the
Borrower may not be able to meet its obligations under this Agreement, the
Borrower will, notwithstanding that an Event of Default has not occurred,
forthwith upon any request by the Bank, appoint a special consultant (who may be
an accountant, lawyer, banker, engineer or any other person which the Bank
considers suitably qualified to be a special consultant) (the "Special
Consultant") nominated by the Bank. If the Special Consultant nominated by the
Bank is not so appointed by the Borrower within 14 days of the Bank's request to
appoint a Special Consultant, the Bank may at its absolute discretion make such
appointment on the Borrower's behalf. The Special Consultant so appointed shall
be the agent of the Borrower and the Borrower shall be solely responsible for
his acts, defaults and remuneration. The Special Consultant shall have the
following functions:-

         (1)      to carry out an audit of the accounts of the Borrower and
                  report the outcome of such audit to the Bank;

         (2)      to verify and submit to the Bank a list of the Borrower's
                  account receivables;

         (3)      to verify and submit to the Bank a list of the Borrower's
                  creditors; and

         (4)      to render such advisory services with respect to the financial
                  affairs of the Borrower as the Bank may specify in its request
                  to the Borrower to appoint the Special Consultant.

19.      EVENTS OF DEFAULT

(A)      Events of Default: The following are Events of Default:-

         (1)      Non-Payment: (a) the Borrower does not pay in the manner
                  provided in this Agreement or any of the Security Documents to
                  which it is a party any sum payable by it when due or (b) any
                  of the Shareholders does not pay any sum payable by it under
                  any of the Security Documents to which it is a party when due;

         (2)      Breach of Other Obligations: (a) the Borrower does not perform
                  or comply with any one or more of its obligations (other than
                  the payment obligation of the Borrower referred to in
                  paragraph (1) under this Agreement) or any of the Security
                  Documents to which it is a party or (b) any of the
                  Shareholders does not perform or comply with any one or more
                  of its obligations (other than the payment obligation of that
                  Shareholder referred to in paragraph (1)) under any of the
                  Security Documents to which it is a party;

         (3)      Breach of Warranty: any representation, warranty or statement
                  (a) by the Borrower in this Agreement or any of the Security
                  Documents to which it is a party or in any


<PAGE>

24



                  document delivered under this Agreement or any of the Security
                  Documents to which it is a party, or (b) by any of the
                  Shareholders in any of the Security Documents to which it is a
                  party or in any document delivered under any of the Security
                  Documents to which it is a party, is not complied with or is
                  or proves to have been incorrect when made or deemed repeated;

         (4)      Cross Default: any other indebtedness of the Borrower or any
                  of its subsidiaries in respect of borrowed money is or is
                  declared to be or is capable of being rendered due and payable
                  before its normal maturity by reason of any actual or
                  potential default, event of default or the like (however
                  described) or is not paid when due or, as a result of any
                  actual or potential default, event of default or the like
                  (however described), any facility relating to any such
                  indebtedness is or is declared to be or is capable of being
                  cancelled or terminated before its normal expiry date or any
                  person otherwise entitled to use any such facility is not so
                  entitled;

         (5)      Insolvency: the Borrower or any of its subsidiaries or any
                  Shareholder is (or is, or could be, deemed by law or a court
                  to be) insolvent or unable to pay its or his debts, stops,
                  suspends or threatens to stop or suspend payment of all or a
                  material part of (or of a particular type of) its
                  indebtedness, begins negotiations or takes any other step with
                  a view to the deferral, rescheduling or other readjustment of
                  all of (or all of a particular type of) its indebtedness (or
                  of any part of its indebtedness which it will or might
                  otherwise be unable to pay when due), proposes or makes a
                  general assignment or an arrangement or composition with or
                  for the benefit of the relevant creditors or a moratorium is
                  agreed or declared in respect of or affecting all or a
                  material part of (or of a particular type of) the indebtedness
                  of the Borrower or any of its subsidiaries or any of the
                  Shareholders;

         (6)      Enforcement Proceedings: a distress, attachment, execution or
                  other legal process is levied, enforced or sued out on or
                  against the assets of the Borrower or any of its subsidiaries
                  or any of the Shareholders;

         (7)      Security Enforceable: any security on or over the assets of
                  the Borrower or any of its subsidiaries or any of the
                  Shareholders become enforceable;

         (8)      Winding-up: any step is taken by any person with a view to the
                  winding-up of the Borrower or any of its subsidiaries or any
                  of the Shareholders (except for the purpose of and followed by
                  a reconstruction, amalgamation, reorganisation, merger or
                  consolidation on terms approved by the Bank before that step
                  is taken) or for the appointment of a liquidator (including a
                  provisional liquidator), receiver, judicial manager, trustee,
                  administrator, agent or similar officer of the Borrower or any
                  of its subsidiaries or any of the Shareholders or over any
                  part of the assets of the Borrower or any of its subsidiaries
                  or any of the Shareholders;

         (9)      Cessation of Business: the Borrower or any of its subsidiaries
                  or any of the Shareholders ceases or threatens to cease to
                  carry on all or a substantial part of its business;

         (10)     Nationalisation: any step is taken by any person with a view
                  to the seizure, compulsory acquisition, expropriation or
                  nationalisation of any part of the assets of the Borrower or
                  any of its subsidiaries or any of the Shareholders and, in the
                  opinion of the Bank, such event has or could have a material
                  adverse effect on the borrower or, as the case may be, that
                  Shareholder;

         (11)     Consents: any action, condition or thing (including the
                  obtaining of any necessary consent) at any time required to be
                  taken, fulfilled or done for any of the purposes stated in
                  Clause 16(3) is not taken, fulfilled or done, or any such
                  consent ceases to be in full force and effect without
                  modification, or any condition in or relating to any such
                  consent is not complied with (unless that consent or condition
                  is no longer required or applicable);

         (12)     Illegality: it is or will become unlawful (a) for the Borrower
                  to perform or comply with any


<PAGE>

25



                  one or more of its obligations under this Agreement or any of
                  the Security Documents to which it is a party or (b) for any
                  of the Shareholders to perform or comply with any one or more
                  of its obligations under any of the Security Documents to
                  which it is a party;

         (13)     Cessation: this Agreement or any of the Security Documents to
                  which the Borrower is a party ceases for any reason (or is
                  claimed by the Borrower not) to be the legal and valid
                  obligations of the Borrower, binding upon it in accordance
                  with its terms, or any of the Security Documents to which any
                  of the Shareholders is a party ceases for any reason to be (or
                  is claimed by that Shareholder not to be) the legal and valid
                  obligations of that Shareholder, binding upon it in accordance
                  with its terms;

         (14)     Litigation: any litigation, arbitration or administrative
                  proceeding is current or pending to restrain the exercise of
                  any of the rights and/or the performance or enforcement of or
                  compliance with any of the obligations (a) of the Borrower
                  under this Agreement or any of the Security Documents to which
                  the Borrower is a party or (b) of any of the Shareholders
                  under any of the Security Documents to which it is a party;

         (15)     Business in Jeopardy: in the opinion of the Bank (a) the
                  business of the Borrower or any of its subsidiaries or any of
                  the Shareholders is in jeopardy and/or (b) the management of
                  the Borrower or any of its subsidiaries or any of the
                  Shareholders as at the date of this Agreement is wholly or
                  substantially displaced or the authority of the Borrower or
                  any of its subsidiaries or any of the Shareholders in the
                  conduct of its business is wholly or partially curtailed;

         (16)     Eligibility under LEFS/ELEFS/SIR: the Borrower ceases for any
                  reason to meet the eligibility criteria stipulated from time
                  to time by the Economic Development Board and/or the Singapore
                  Productivity and Standards Board for assistance under the
                  Local Enterprise Finance Scheme, the Extended Local Enterprise
                  Finance Scheme and/or the Special Interest Rate Incentive
                  Scheme;

         (17)     Property: the Property, or any part of the Property, is
                  compulsorily acquired, confiscated, nationalised or
                  expropriated or damaged to an extent which, in the reasonable
                  opinion of the Bank, renders it impossible or impracticable to
                  reinstate it within any reasonable period specified by the
                  Bank or destroyed or is compulsorily acquired, confiscated,
                  nationalised or expropriated;

         (18)     Security Documents: any of the Security Documents for any
                  reason ceases to apply to the Secured Debt (as defined in such
                  Security Document) or any of the Security Documents is in
                  jeopardy;

         (19)     Analogous Event: any event occurs which, under the law of any
                  relevant jurisdiction, has an analogous or equivalent effect
                  to any of the events mentioned in paragraphs (5), (6), (8) or
                  (10); and

         (20)     Material Adverse Change: any event occurs or circumstances
                  arise which the Bank reasonably determines give(s) reasonable
                  grounds for believing that the Borrower may not (or may be
                  unable to) perform or comply with any one or more of its
                  obligations under this Agreement or any of the Security
                  Documents to which it is a party or any of the Shareholders
                  may not (or may be unable to) perform or comply with any one
                  or more of its obligations under any of the Security Documents
                  to which it is a party.

(B)      Cancellation/Acceleration: If at any time and for any reason (and
whether within or beyond the control of any party to this Agreement) any Event
of Default has occurred then at any time thereafter, whether or not any Event of
Default is continuing, the Bank may by notice to the Borrower:-

         (1)      declare the Commitments to be cancelled, whereupon they shall
                  be so cancelled; and/or


<PAGE>

26



         (2)      declare all Advances and the Overdraft to be immediately due
                  and payable, whereupon they shall become so due and payable;
                  and/or

         (3)      declare all unpaid accrued interest or fees and any other sums
                  then payable to the Bank to be immediately due and payable,
                  whereupon they shall become so due and payable.

20.      DEFAULT INTEREST

(A)      Interest on Overdue Sums: If the Borrower does not pay any sum payable
under this Agreement (including, without limitation, any sum payable under this
Clause) within 7 days after its due date, it shall pay interest on the amount
from time to time outstanding in respect of that overdue sum for the period
beginning on its due date and ending on the date of its receipt by the Bank
(both before and after judgment) in accordance with this Clause.

(B)      Default Interest Periods and Rates: Interest under this sub-Clause (A)
shall be payable by reference to successive Interest Periods, each of which
(other than the first, which shall begin on the due date) shall begin on the
last day of the previous one. Each such Interest Period shall be of one month or
such other period as the Bank may from time to time select and interest shall
accrue and be payable on an overdue sum for all or any part of a particular
Interest Period relating to that overdue sum at the rate per annum (as
determined by the Bank) equal to the sum of four point five per cent., above the
Prime Lending Rate of the Bank prevailing from time to time during that Interest
Period (or at such other rate or rates as the Bank may from time to time notify
to the Borrower), except that if the overdue sum is of principal of an Advance
and becomes due otherwise than on an Interest Payment Date relating to that
Advance, the first Interest Period applicable to that overdue sum shall end on
that Interest Payment Date.

(C)      Notification of Interest Rates: The Bank shall promptly notify the
Borrower of each rate of interest determined in accordance with sub-Clause (B).

(D)      Payment and Compounding of Default Interest: (1) On the last day of
each Interest Period, the Borrower shall pay the unpaid interest accrued during
that Interest Period on the overdue sum to which it relates at the rate(s)
applicable for that Interest Period.

         (2) Interest accrued under this Clause on an overdue sum shall be due
on demand by the bank but, if not previously demanded, shall be paid when due in
accordance with paragraph (1). If not paid when due, the interest shall be added
to that overdue sum and itself bear interest accordingly.

21.      INDEMNITIES

(A)      Miscellaneous Indemnities: The Borrower shall on demand indemnify the
Bank against any funding or other cost, loss, expense or liability sustained or
incurred by it as a result of:-

         (1)      an Advance not being made by reason of non-fulfilment of any
                  of the conditions in Clause 4(A), 4(B) or 4(C) or the Borrower
                  purporting to revoke a notice requesting an Advance;

         (2)      a Drawing not being made by reason of non-fulfilment of any of
                  the conditions in Clause 8(B) or the Borrower purporting to
                  revoke a notice requesting a Drawing;

         (3)      the occurrence or continuance of any Event of Default or
                  Potential Event of Default;

         (4)      the accelerated repayment of the Overdraft under Clause
                  19(B)(2); or

         (5)      the receipt or recovery by the Bank of all or any part of an
                  Advance otherwise than on the last day of an Interest Period
                  relating to that Advance.


<PAGE>

27



(B)      Broken Funding Costs: In the case of sub-Clauses (A)(1) and (A)(5)
above, the amount payable shall in any event include the amount (if any) by
which:-

         (1)      the amount of interest which the Bank is able to obtain by
                  placing an amount equal to the relevant Advance or overdue sum
                  on deposit in the Singapore inter-bank market, for the
                  remainder of the relevant Interest Period, as soon as
                  reasonably practicable after it becomes aware that the
                  relevant Advance is not being made or (as the case may be) of
                  the relevant receipt or recovery,

is less than:-

         (2)      the amount of interest which, in accordance with the expressed
                  terms of this Agreement, would otherwise be payable to the
                  Bank on that Advance for its first Interest Period or (as the
                  case may be) on the relevant amount so received or recovered
                  for the remainder of the relevant Interest Period.

(C)      Currency Indemnity: (1) Any amount received or recovered (whether as a
result of, or of the enforcement of, a judgement or order of a court of any
jurisdiction, in the winding-up of the Borrower or otherwise) by the Bank in
respect of any sum expressed to be due to it from the Borrower under this
Agreement in a currency (such currency being referred to as the "Relevant
Currency") other than the currency in which the sum is expressed to be due under
this Agreement) (such currency being referred to as the "Currency of Account")
shall only constitute a discharge to the Borrower to the extent of the amount in
the Currency of Account which the Bank is able, in accordance with its usual
practice, to purchase with the amount so received or recovered in the Relevant
Currency on the date of that receipt or recovery (or, if it is not practicable
to make that purchase on that date, on the first date on which it is practicable
to do so).

         (2) If that amount in the Currency of Account is less than the amount
in the Currency of Account expressed to be due to the Bank under this Agreement,
the Borrower shall indemnify it against any loss sustained by it as a result. In
any event, the Borrower shall indemnify the Bank against the cost of making any
such purchase. For the purpose of this sub-Clause (C), it will be sufficient for
the Bank to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

(D)      Indemnities separate: Each of the indemnities in this Agreement
constitutes a separate and independent obligation from the other obligations in
this Agreement, shall give rise to a separate and independent cause of action,
shall apply irrespective of any indulgence granted by the Bank and shall
continue in full force and effect despite any judgment, order, claim or proof
for a liquidated amount in respect of any sum due under this Agreement or any
other judgment or order.

(E)      Continuation of Certain Obligations: The obligations of the Borrower
under or in respect of Clauses 13, 14(B), 20, 21, 22 and 23 shall continue even
after all the Commitments have terminated and all the Advances and the Overdraft
have been repaid or repaid.


22.      SET-OFF

         The Borrower authorises the Bank to apply (without prior notice) any
credit balance (whether or not then due) to which it is at any time beneficially
entitled on any account at, any sum held to its order and/or any liability of,
any office of the Bank (whether in or outside Singapore) in or towards
satisfaction of any obligations of the Borrower to the Bank (whether actual or
contingent, liquidated or unliquidated, alone or jointly with any other person)
and, for that purpose, to convert one currency into another (but so that nothing
in this Clause shall be effective to create a charge). The Bank shall not be
obliged to exercise any of its rights under this Clause, which shall be without
prejudice and in addition to any right of set-off, combination of accounts, lien
or other right to which it is at


<PAGE>

28



any time otherwise entitled (whether by operation of law, contract or
otherwise).


23.      EXPENSES AND STAMP DUTY

         Whether or not any Advance is made and/or any Drawing is made under
this Agreement, the Borrower shall pay:-

         (1)      on demand, all costs and expenses (including legal fees and
                  all goods and services, value added and other duties or taxes
                  payable on such costs and expenses) incurred by the Bank in
                  connection with the preparation, negotiation or entry into of
                  this Agreement and the Security Documents and/or any amendment
                  of, supplement to or waiver in respect of this Agreement
                  and/or the Security Documents;

         (2)      on demand, all costs and expenses (including legal fees on a
                  full indemnity basis and all goods and services, value added
                  and other duties or taxes payable on such costs and expenses)
                  incurred by the bank in protecting or enforcing any rights
                  under this Agreement and the Security Documents and/or any
                  such amendment, supplement or waiver; and

         (3)      promptly, and in any event before any interest or penalty
                  becomes payable, any goods and services, value added, stamp,
                  documentary, registration or similar duty or tax payable in
                  connection with the entry into, registration, performance,
                  enforcement or admissibility in evidence of this Agreement and
                  the Security Documents and/or any such amendment, supplement
                  or waiver, and shall indemnify the Bank against any liability
                  with respect to or resulting from any delay in paying or
                  omission to pay any such duty or tax.

24.      CALCULATIONS AND EVIDENCE


(A)      Basis of Calculation: All interest (including default interest) and
commitment fee shall accrue from day to day and shall be calculated on the basis
of a year of 365 days and the actual number of days elapsed.

(B)      Loan Accounts: The entries made in the accounts maintained by the Bank
in accordance with its usual practice shall be prima facie evidence of the
existence and amounts of the obligations of the Borrower recorded in them.

(C)      Certificate Conclusive: A certificate by the Bank as to any sum payable
to it under this Agreement, and any other certificate, determination,
notification, opinion or the like of the Bank provided for in this Agreement,
shall be conclusive save for manifest error.

25.      ASSIGNMENT

(A)      Benefit and Burden of Agreement: This Agreement shall benefit and be
binding on the parties, their respective successors and any permitted assignee
or transferee of some or all of a party's rights or obligations under this
Agreement. Any reference in this Agreement to any party shall be construed
accordingly.

(B)      Borrower: The Borrower may not assign or transfer all or part of its
rights or obligations under this Agreement.

(C)      Bank: The Bank may at any time assign all or part of its rights or
transfer all or part of its obligations under this Agreement without the consent
of the Borrower. Any such assignee or transferee shall be and be treated as a
party for all purposes of this Agreement and shall be entitled to the full
benefit of this Agreement to the same extent as if it were an original party in
respect of the rights or obligations assigned or transferred to it.


<PAGE>

29



(D)      Disclosure of Information: The Bank may disclose to any party to this
Agreement, any of the Shareholders, the Economic Development Board or the
Singapore Productivity and Standards Board or to an actual or potential
assignee, sub-participant or the like such information about the Borrower or any
other person as it may think fit.

26.      REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS

(A)      No Implied Waivers: No failure on the part of the Bank to exercise, and
no delay on its part in exercising, any right or remedy under this Agreement
will operate as a waiver thereof, nor will any single or partial exercise of any
right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any other rights or remedies (whether
provided by law or otherwise).

(B)      Amendments, Waivers and Consents: Any provision of this Agreement may
be amended or supplemented only if the Borrower and the Bank so agree in writing
and any Event of Default, Potential Event of Default, provision or breach of any
provision of this Agreement may be waived before or after it occurs only if the
Bank so agrees in writing. Any consent by the Bank under any provision of this
Agreement must also be in writing. Any such waiver or consent may be given
subject to any conditions thought fit by the Bank and shall be effective only in
the instance and for the purpose for which it is given.

27.      COMMUNICATIONS

(A)      Addresses: Each communication under this Agreement shall be made by fax
(followed by a copy by post, provided that failure to receive such copy shall
not invalidate the fax transmission) or otherwise in writing. Each communication
or document to be delivered to either party under this Agreement shall be sent
to that party at the fax number or address, and marked for the attention of the
person (if any), from time to time designated by that party to the other party
for the purpose of this Agreement. The initial fax number, address and person
(if any) so designated by each party are set out under its name at the end of
this Agreement.

(B)      Deemed Delivery: Any communication from the Borrower shall be
irrevocable and shall not be effective until received by the Bank. Any other
communication from one party to the other party shall be deemed to be received
by such other party (if sent by fax) on the day of despatch or (in any other
case) when left at the address required by sub-Clause (A) or within two (2) days
after being sent by prepaid registered post addressed to it at that address.

28.      PARTIAL INVALIDITY

         The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.

29.      GOVERNING LAW

         This Agreement shall be governed by, and construed in accordance with,
the laws of Singapore.


<PAGE>

30


                                S C H E D U L E 1


                              CONDITIONS PRECEDENT

1.       A certified copy of each of:-

         (1)      the certificate of incorporation of the Borrower;

         (2)      the Memorandum and Articles of Association of the Borrower;

         (3)      the certificate of incorporation of each of the Shareholders;
                  and

         (4)      the Memorandum and Articles of Association of each of the
                  Shareholders.

2.       A copy, certified true by an authorised officer of the Borrower as
being in full force and effect on the date thereof, of:-

         (1)      all actions required to be taken by the Borrower (a)
                  authorising the entry into of this Agreement and the Security
                  Documents to which it is a party and (b) authorising
                  appropriate persons to execute and deliver this Agreement and
                  the Security Documents to which it is a party on its behalf
                  and to take any action contemplated in this Agreement and the
                  Security Documents to which it is a party; and

         (2)      all necessary consents required by the Borrower for the
                  execution, delivery and performance of this Agreement and the
                  Security Documents to which it is a party or, if no such
                  consents are necessary, a certificate to that effect from a
                  person duly authorised by the Borrower so to certify.

3.       Specimen signatures of the respective persons referred to in paragraph
2 above, duly certified by an authorised officer of the Borrower, together with
certificates of incumbency, also duly certified, in respect of each such person.

4.       A copy, certified true by an authorised officer of each of the
Shareholders as being in full force and effect on the date thereof, of:-

         (1)      all actions required to be taken by that Shareholder (a)
                  authorising the entry into of the Security Documents to which
                  it is a party and (b) authorising appropriate persons to
                  execute and deliver the Security Documents to which it is a
                  party on its behalf and to take any action contemplated in the
                  Security Documents to which it is a party; and

         (2)      all necessary consents required by that Shareholder for the
                  execution, delivery and performance of the Security Documents
                  to which it is a party or, if no such consents are necessary,
                  a certificate to that effect from a person duly authorised by
                  that Shareholder so to certify.

5.       Specimen signatures of the respective persons referred to in paragraph
4 above, duly certified by an authorised officer of that Shareholder, together
with certificates of incumbency, also duly certified, in respect of each such
person.

6.       The Assignment of Agreement for Lease, together with all documents
which may be required or necessary for the purposes of perfecting the Assignment
of Agreement for Lease, duly executed by the Borrower and the Bank.


<PAGE>

31



7.       The Debenture, together with all documents which may be required or
necessary for the purposes of perfecting the Debenture, duly executed by the
Borrower and the Bank.

8.       The Mortgage, together with all documents which may be required or
necessary for the purposes of perfecting the Mortgage, duly executed in escrow
by the Borrower.

9.       The SBLC, together with all documents which may be required or
necessary for the purposes of perfecting the SBLC, duly issued by PNC Bank
National Association in favour of the Bank.

10.      The Deed of Subordination, together with all other documents which may
be required or necessary for the purposes of perfecting the Deed of
Subordination, duly executed by the Shareholders, the Borrower and the Bank.

11.      The Agreement for Lease.

12.      Letter of Awareness duly signed by SEMX Corporation Inc. USA.

13.      Forms 33 and 34 in respect of all the security documents, duly executed
and lodged with the Registry of Companies, Singapore.

14.      Evidence satisfactory to the Bank that the conversion of the 8%
unsecured loan notes of S$700,000 from the Shareholders to share capital had
been completed by 31 August 2000.

15.      Evidence satisfactory to the Bank that the unfinanced portion of the
aggregate purchase price of the New Equipment (being the difference between (1)
the aggregate purchase price of the New Equipment and (2) the aggregate
principal amount of the "C" Term Loan Facility has been paid for by the Borrower
or that the Borrower has deposited in a fixed deposit account with the Bank an
amount not less than such unfinanced portion and on terms that such deposit
shall be earmarked and shall not be withdrawn or dealt with in any way by the
Borrower until such unfinanced portion has been fully paid for.

16.      A valuation report of the Property (addressed to the Bank) by an
independent firm of valuers acceptable to the Bank, stating the current market
value of the Property to be not less than $2,900,000.

17.      The fire insurance policy and the all risk insurance policy in respect
of the Property, the Equipment and the New Equipment respectively have been duly
assigned to or endorsed in favour of the Bank as mortgagee and loss payee
together with the original policy and premium receipt.

18.      Satisfactory evidence that the title to the Property is in order and
there are no defects, structural or otherwise, in or affecting the Property and
that the Property is acceptable to the Bank (in the Bank's sole and absolute
discretion), as security in all respects for the Facilities.

19.      Satisfactory replies to all title and legal requisitions in respect of
the Property and all other searches that, the Bank may in its sole and absolute
discretion require.

20.      Satisfactory evidence that the Equipment listed in Appendix F is in
order.

21.      Any other documents as may be requested by the Bank.



<PAGE>

32


                                S C H E D U L E 2

                         FORM OF REQUEST FOR "A" ADVANCE

To:      Keppel TatLee Bank Limited
         10 Hoe Chiang Road
         Keppel Towers
         Singapore 089315

For the attention of: [name and title of relevant person]

Dear Sirs,

                  INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD
                         $11,950,000 FACILITY AGREEMENT
                       DATED                      , 2000

         We refer to the above Facility Agreement between (1) ourselves, as
Borrower, and (2) yourselves, as Bank. Terms defined in the Facility Agreement
have the same meaning in this notice.

         We give you notice that we request an "A" Advance to be made to us
under the Agreement as follows:-

         (1)      Amount: $

         (2)                           Date of Advance:                    , 20
                                       (or, if that is not a Business Day, the
                                       next succeeding Business Day)

         We confirm that no Event of Default or Potential Event of Default has
occurred or will occur as a result of the making of the above Advance. We
represent and warrant that the representations and warranties contained in
Clause 16 of the Agreement have been complied with and would be correct in all
respects if repeated today by reference to the circumstances now existing and we
confirm that all the undertakings on our part contained in Clauses 17 and 18 of
the Agreement have been fully performed and observed by us.

         You are requested to make the proceeds of this "A" Advance available to
us by way of a cashier's order issued in favour of "The Development Bank of
Singapore Limited".

         Dated                              , 20     .

                                                     Yours faithfully,
                                                   For and on behalf of
                                               INTERNATIONAL SEMICONDUCTOR
                                                       PRODUCTS PTE LTD


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------


<PAGE>

33


                                S C H E D U L E 3

                         FORM OF REQUEST FOR "B" ADVANCE

To:      Keppel TatLee Bank Limited
         10 Hoe Chiang Road
         Keppel Towers
         Singapore 089315

For the attention of: [name and title of relevant person]

Dear Sirs,

                  INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD
                         $11,950,000 FACILITY AGREEMENT
                         DATED                   , 2000

         We refer to the above Facility Agreement between (1) ourselves, as
Borrower, and (2) yourselves, as Bank. Terms defined in the Facility Agreement
have the same meaning in this notice.

         We give you notice that we request a "B" Advance to be made to us under
the Agreement as follows:-

         (1)      Amount: $

         (2)                        Date of Advance:                    ,  20
                                    (or, if that is not a Business Day, the next
                                    succeeding Business Day)

         We confirm that no Event of Default or Potential Event of Default has
occurred or will occur as a result of the making of the above Advance. We
represent and warrant that the representations and warranties contained in
Clause 16 of the Agreement have been complied with and would be correct in all
respects if repeated today by reference to the circumstances now existing and we
confirm that all the undertakings on our part contained in Clauses 17 and 18 of
the Agreement have been fully performed and observed by us.

         You are requested to make the proceeds of this "B" Advance available to
us by way of a cashier's order issued in favour of "The Development Bank of
Singapore Limited".

         Dated                              , 20    .

                                               Yours faithfully,
                                             For and on behalf of
                                          INTERNATIONAL SEMICONDUCTOR
                                                PRODUCTS PTE LTD


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

                                S C H E D U L E 4

                         FORM OF REQUEST FOR "C" ADVANCE

To:      Keppel TatLee Bank Limited
         10 Hoe Chiang Road
         Keppel Towers


<PAGE>

34


         Singapore 089315

For the attention of: [name and title of relevant person]

Dear Sirs,

                  INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD
                         $11,950,000 FACILITY AGREEMENT
                         DATED                   , 2000

         We refer to the above Facility Agreement between (1) ourselves, as
Borrower, and (2) yourselves, as Bank. Terms defined in the Facility Agreement
have the same meaning in this notice.

         We give you notice that we request a "C" Advance to be made to us under
the Agreement as follows:-

         (1)      Amount: $

         (2)                        Date of Advance:                      ,  20
                                    (or, if that is not a Business Day, the next
                                    succeeding Business Day)

         We confirm that no Event of Default or Potential Event of Default has
occurred or will occur as a result of the making of the above Advance. We
represent and warrant that the representations and warranties contained in
Clause 16 of the Agreement have been complied with and would be correct in all
respects if repeated today by reference to the circumstances now existing and we
confirm that all the undertakings on our part contained in Clauses 17 and 18 of
the Agreement have been fully performed and observed by us.

         You are requested to make the proceeds of this "C" Advance available to
us by credit to [set out the details of the account of the supplier of the New
Equipment].

         Dated                              , 20   .

                                                     Yours faithfully,
                                                   For and on behalf of
                                                 INTERNATIONAL SEMICONDUCTOR
                                                      PRODUCTS PTE LTD


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------
                                   APPENDIX A

                    FORM OF ASSIGNMENT OF AGREEMENT FOR LEASE


<PAGE>

35










                                   APPENDIX B

                                FORM OF MORTGAGE









<PAGE>

36







                                   APPENDIX C

                                FORM OF DEBENTURE









<PAGE>

37




                                   APPENDIX D

                           FORM OF LETTER OF AWARENESS







<PAGE>

38









                                   APPENDIX E

                           FORM OF SUBORDINATION DEED












<PAGE>

39









                                   APPENDIX F

                                FORM OF EQUIPMENT












<PAGE>


40



                  I N  W I T N E S S  W H E R E O F this Agreement has been
entered into on the date stated at the beginning of this Agreement.



The Borrower


The Common Seal of                 )
INTERNATIONAL SEMICONDUCTOR        )
PRODUCTS PTE LTD                   )
was hereunto affixed               )
in the presence of:-               )



                                    Director



                                    Director/Secretary


INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD
12 Joo Koon Crescent
Singapore 629013


Fax Number: 863 1700
Attention: Dr Freddy Goh / Ms Ivy Yeo




                  I,                             , an Advocate and Solicitor of
the Supreme Court of the Republic of Singapore practising in Singapore hereby
certify that on , 2000 the Common Seal of INTERNATIONAL SEMICONDUCTOR PRODUCTS
PTE LTD was duly affixed to the above Agreement at Singapore in accordance with
the Articles of Association of INTERNATIONAL SEMICONDUCTOR PRODUCTS PTE LTD
(which Articles of Association have been produced and shown to me).

                  Witness my hand this                             , 2000.



<PAGE>

41



The Bank

Signed, Sealed and Delivered by             )
as the attorney of and for                  )
and on behalf of                            )
KEPPEL TATLEE BANK LIMITED                  )
in the presence of:-                        )



KEPPEL TATLEE BANK LIMITED
10 Hoe Chiang Road
Keppel Towers
Singapore 089315.


Fax Number: 222 5572
Attention: Ms Jacqueline Chiang / Ms Tan Li Peng
              Corporate Banking Department