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                                                                   EXHIBIT 10.68

January 19, 1999



Mr. Tan Ting Yong
Treasurer, Corporate Banking
DBS Bank
6 Shenton Way
DBS Building Tower One
Singapore 068809


RE:  Conditional Agreement Reached on Conversion of Debt to Equity


Dear Ting Yong:

On Friday, January 15, 1999, Transpac, Texas Instruments and our secured
creditor Motorola 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 these creditors 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 DBS Bank ("DBS") 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 DBS' Settled Debt amount of
US$1,177,397.00, DBS would receive sufficient Preferred Stock to convert into a
minimum of 2,308,622 shares of MPI common Stock.  For your information, MPI's
common shares closed at US$0.47 on Friday, January 15, 1999 and traded as high
as US$0.63 last week.
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Mr. Tan Ting Yong
Page 2


Now that Transpac, Texas Instruments and our secured creditor Motorola 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 US$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/ TAN TING YONG            10 Feb 99
       -----------------            ---------
       Tan Ting Yong                Date
       Assistant Vice President
       Corporate Banking
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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:        US$0.51

PREFERRED STOCK ISSUED
TO DBS BANK:            2,308,622 shares

DIVIDEND RATE:          Cumulative at 3.5% per annum (US$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.