<PAGE>
 
                                                                   EXHIBIT 10.72

VIA FAX AND EMAIL

January 19, 1999


Mr. Thomas J. Gentry
Vice President, Corporate Staff
Manager, Treasury Services
Texas Instruments Incorporated
P.O. Box  650311
MS 3994
Dallas, TX 75265

RE:  Conditional Agreement Reached on Conversion of Debt to Equity


Dear Tom:

On Friday, January 15, 1999, Transpac and our secured creditor conditionally
agreed to a debt-for-equity conversion essentially as outlined in the proposal
submitted by Microelectronic Packaging, Inc. ("MPI") and its investment banker
and financial advisors, L. H, Friend, Weinress, Frankson & Presson, Inc. ("LH
Friend").  The acceptance of the attached proposal by Transpac and our secured
creditor is conditional upon agreement of the same proposal by the majority of
the remaining creditors.  In addition, in fairness to all seven creditors and
due to financial constraints, MPI could not complete this conversion without the
acceptance by all of the creditors.

We are hopeful that Texas Instruments ("TI") will accept the attached proposal.
If you agree, your acceptance of this proposal will, of course, be subject to 1)
the completion and execution of a definitive agreement to be drafted by MPI's
legal counsel, and 2) the approval by MPI's shareholders.  MPI will obtain a
fairness opinion relating to conversion on these terms from LH Friend, and MPI
anticipates its shareholders will approve the conversion at a special meeting of
shareholders to be held in mid to late March, 1999.

In the attached proposal summary, MPI will convert the Asian debt into MPI
Preferred Stock which will be convertible into MPI Common Stock on a one-for-one
basis at $0.51 per share.  Considering TI's Settled Debt amount of
$1,077,147.00, TI would receive sufficient Preferred Stock to convert into a
minimum of 2,112,053 shares of MPI Common Stock.  For your information, MPI's
common shares closed at $0.47 on Friday, January 15, 1999 and traded as high as
$0.63 last week.
<PAGE>
 
Mr. Tom Gentry
Page 2


Now that Transpac and our secured creditor has conditionally agreed to this
proposal, we need your concurrence by signing your acceptance at the bottom of
this letter.  As indicated, we will immediately commence preparation of the
legal documents for you and your legal advisors' review.  All creditors will
receive the identical conversion rate of $0.51 per share; this will be so noted
in the agreement between MPI and each creditor.

Thank you kindly for all your help in our efforts to complete this debt-for-
equity conversion.  Please call me at 619-292-7000, extension 3014 if you have
any questions or desire further information.

Best Regards,

       /s/ DENIS J. TRAFECANTY
       -----------------------
       Denis J. Trafecanty
       Senior Vice President
       Chief Financial Officer



CC:  Andrew K. Wrobel, Chairman, CEO and President, MPI
     Robert W. Campbell, Managing Director, LH Friend
     Van E. Haynie, Esq., Ross, Dixon & Bell



AGREED AND ACCEPTED:



       /s/ THOMAS J. GENTRY              25 Jan 99
       --------------------              ---------
       Mr. Thomas J. Gentry              Date
       Vice President, Corporate Staff
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                        MICROELECTRONIC PACKAGING, INC.

                                SUMMARY OF TERMS
                        CONVERSION OF DEBT FOR SERIES A
                          CONVERTIBLE PREFERRED STOCK

The Agreement to convert the debt held by the Asian creditors into Series A
Convertible Preferred Stock (the "Debt Conversion") on the following terms:

TYPE OF SECURITY:       Series A Convertible Preferred Stock (the "Preferred
                        Stock)

PRICE PER SHARE:        $0.51

PREFERRED STOCK ISSUED
TO TEXAS INSTRUMENTS:   2,112,053 shares

DIVIDEND RATE:          Cumulative at 3.5% per annum ($0.0179 per share)

CONVERSION RATIO:       Each share of Preferred Stock will be convertible 1
                        share of MPI Common Stock

GENERAL:                The rights, preferences and privileges of the Preferred
                        Stock will be senior over Common Stock, unless otherwise
                        noted. Usual and customary liquidation preferences,
                        voting and registration rights will apply.