Attachment II

Summary of written contracts

governing related party transactions

  Summary of written contracts governing related party transactions

+------+---+------------------------+---+-----+---+------------------------+
| CITL | : | Capetronic             |   | CC  | : | Capetronic Computer    |
|      |   | International          |   | U-B |   | USA (HK) limited       |
|      |   | (Thailand) Plc.        |   | VI  |   |                        |
+------+---+------------------------+---+-----+---+------------------------+
| CTL  | : | Capetronic (Thailand)  |   | CMC | : | Capetronic (Malaysia)  |
|      |   | Ltd.                   |   |     |   | Corporation Sdn. Bhd.  |
+------+---+------------------------+---+-----+---+------------------------+
| CCU  | : | Capetronic Computer    |   | CCM | : | Capetronic Computer    |
|      |   | USA (HK) Ltd.          |   |     |   | (Malaysia) Sdn. Bhd.   |
+------+---+------------------------+---+-----+---+------------------------+
| CCIL | : | Capetronic Computer    |   | CUK | : | Capetronic UK Limited  |
|      |   | International (HK)     |   |     |   |                        |
|      |   | Ltd.                   |   |     |   |                        |
+------+---+------------------------+---+-----+---+------------------------+
| CKC  | : | Capetronic (Kaoshuing) |   | CCP | : | Capetronic Computer    |
|      |   | Corporation            |   |     |   | USA (HK) Inc.          |
+------+---+------------------------+---+-----+---+------------------------+
| GHL  | : | The Grande Holdings    |   | C   | : | Capetronic Computer    |
|      |   | Limited                |   | CFL |   | Finance Limited        |
+------+---+------------------------+---+-----+---+------------------------+
| CCSL | : | Capetronic Computer    |   | CUC | : | Capetronic USA         |
|      |   | Sales Limited          |   |     |   | Manufacturing Inc.     |
+------+---+------------------------+---+-----+---+------------------------+
| NTC  | : | N.A.K.S. Technology    |   | NCJ | : | Nakamichi Corporation  |
|      |   | Corporation            |   |     |   |                        |
+------+---+------------------------+---+-----+---+------------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 2      | Not    |  CKC seconds its |  CKC charges back   |
| and    | 8^(th) | spec   | executives and    | amounts paid on      |
| CKC    | August | ified. | staff to Thailand | behalf of CITL with  |
|        | 1996   |        | to assist CITL at | no mark-up.          |
|        |        | May be | the latter        |                      |
|        |        | term   | request.          |  A 3.5 per cent     |
|        |        | inated |                   | handling fee is      |
|        |        | by     |  CITL sources    | charged by the       |
|        |        | giving | raw materials for | buying entity.       |
|        |        | 30     | CKC and vice      |                      |
|        |        | days   | versa.            |  Lower of net book  |
|        |        | w      |                   | value or market      |
|        |        | ritten |  CKC transfers   | value.               |
|        |        | n      | fixed assets to   |                      |
|        |        | otice. | CITL at the       |  CKC charges back   |
|        |        |        | latter’s request. | all reasonable and   |
|        |        |        |                   | necessary costs with |
|        |        |        |  CKC provides    | no mark-up, CKC also |
|        |        |        | engineering       | have to support all  |
|        |        |        | development and   | charges with         |
|        |        |        | technical         | technical know-how   |
|        |        |        | assistance to     | and design drawings  |
|        |        |        | CITL for product  | and specifications.  |
|        |        |        | development and   | No such costs will   |
|        |        |        | transfers.        | be charged for 1996  |
|        |        |        |                   | and 1997.            |
|        |        |        |  CKC             |                      |
|        |        |        | sub-contracts     |  CITL will charge   |
|        |        |        | PCBA and other    | CKC at market rates  |
|        |        |        | component         | for such work..      |
|        |        |        | assembly work to  |                      |
|        |        |        | CITL.             |                      |
+--------+--------+--------+-------------------+----------------------+
| CKC    | 2      | Not    |  CKC             |  Not more than 2    |
| and    | 8^(th) | spec   | manufactures      | per cent mark-up by  |
| CCU    | August | ified. | monitors for      | CCU.                 |
|        | 1996   |        | CCU’s customers   |                      |
|        |        | May be | in Europe and     |  CCU charges back   |
|        |        | term   | Asia.             | CKC the amount       |
|        |        | inated |                   | drawdown under the   |
|        |        | by     |  CCU issues L/C  | L/C upon receipts of |
|        |        | giving | for CKC’s         | goods by CKC with no |
|        |        | 30     | imports.          | mark-up.             |
|        |        | days   |                   |                      |
|        |        | w      |                   |                      |
|        |        | ritten |                   |                      |
|        |        | n      |                   |                      |
|        |        | otice. |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL,  | 2      | Not    |  GHL acts as     |  GHL charges back   |
| GHL,   | 8^(th) | spe    | guarantor for all | all reasonable and   |
| CCU,   | August | cified | banking           | necessary costs      |
| CKC    | 1996   |        | facilities of     | incurred in          |
| and    |        |        | CCU, CKC, CCIL    | connection with the  |
| CCIL   |        |        | and CITL.         | provision of such    |
|        |        |        |                   | guarantees and       |
|        |        |        |                   | reserves the right   |
|        |        |        |                   | to charge a fee not  |
|        |        |        |                   | higher than what     |
|        |        |        |                   | commercial banks     |
|        |        |        |                   | would normally       |
|        |        |        |                   | charge for similar   |
|        |        |        |                   | guarantees.          |
+--------+--------+--------+-------------------+----------------------+

+--------+-------+--------+-------------------+----------------------+
| P      | Date  | Expi   | Nature of         | Principal terms      |
| arties | of    | ration | transactions      |                      |
| in     | con   |        |                   |                      |
| volved | tract |        |                   |                      |
+--------+-------+--------+-------------------+----------------------+
| GHL    | 28    | Not    |  GHL provides    |  GHL charges CCU    |
| and    | ^(th) | spec   | office utilities  | market rental and    |
| CCU    | A     | ified. | and common office | charges-back CCU     |
|        | ugust |        | services such as  | reasonable and       |
|        | 1996  | May be | legal treasury    | necessary costs      |
|        |       | term   | and company       | incurred for common  |
|        |       | inated | secretarial.      | services utilised    |
|        |       | by     |                   | with no mark-up.     |
|        |       | giving |                   |                      |
|        |       | 30     |                   |                      |
|        |       | days   |                   |                      |
|        |       | w      |                   |                      |
|        |       | ritten |                   |                      |
|        |       | n      |                   |                      |
|        |       | otice. |                   |                      |
+--------+-------+--------+-------------------+----------------------+
| CITL   | 1     | Not    |  CITL            |  CCU will mark-up   |
| and    | ^(st) | spec   | manufactures      | not more than 2 per  |
| CCU    | Ja    | ified. | monitors for      | cent, such mark-up   |
|        | nuary |        | CCU’s customers   | will be waived for   |
|        | 1998  | May be | in Europe and     | 1998.                |
|        |       | term   | Asia.             |                      |
|        |       | inated |                   |  CCU will charge    |
|        |       | by     |  CCU issues L/C  | back CITL the        |
|        |       | giving | for CITL’s        | amounts drawdown     |
|        |       | 30     | imports           | under the L/C upon   |
|        |       | days   |                   | receipt of goods by  |
|        |       | w      |  CITL may        | CITL with no         |
|        |       | ritten | request CCU to    | mark-up.             |
|        |       | n      | undertake certain |                      |
|        |       | otice. | treasury          |                      |
|        |       |        | function.         |                      |
+--------+-------+--------+-------------------+----------------------+
| CITL   | 1     | Not    |  CITL            |  CCIL will mark-up  |
| and    | ^(st) | spec   | manufactures      | not more than 2 per  |
| CCIL   | Ja    | ified. | monitors for      | cent, such mark-up   |
|        | nuary |        | CCIL’s customers  | will be waived for   |
|        | 1998  | May be | in Europe and     | 1998.                |
|        |       | term   | Asia.             |                      |
|        |       | inated |                   |  CCIL will charge   |
|        |       | by     |  CCIL issues L/C | back CITL the        |
|        |       | giving | for CITL’s        | amounts drawdown     |
|        |       | 30     | imports           | under the L/C upon   |
|        |       | days   |                   | receipt of goods by  |
|        |       | w      |  CITL may        | CITL with no         |
|        |       | ritten | request CCIL to   | mark-up.             |
|        |       | n      | undertake certain |                      |
|        |       | otice. | treasury function |                      |
+--------+-------+--------+-------------------+----------------------+
| CITL   | 1     | Not    |  CITL            |  CCSL will mark-up  |
| and    | ^(st) | spec   | manufactures      | not more than 2 per  |
| CCSL   | Ja    | ified. | monitors for      | cent, such mark-up   |
|        | nuary |        | CCSL's customers  | will be waived for   |
|        | 1998  | May be | in Europe and     | 1998.                |
|        |       | term   | Asia.             |                      |
|        |       | inated |                   |  CCSL will charge   |
|        |       | by     |  CCSL issues L/C | back CITL the        |
|        |       | giving | for CITL’s        | amounts drawdown     |
|        |       | 30     | imports           | under the L/C upon   |
|        |       | days   |                   | receipt of goods by  |
|        |       | w      |  CITL may        | CITL with no         |
|        |       | ritten | request CCSL to   | mark-up.             |
|        |       | n      | undertake certain |                      |
|        |       | otice. | treasury          |                      |
|        |       |        | function.         |                      |
+--------+-------+--------+-------------------+----------------------+
| CITL   | 1     | Not    |  CITL            |  CCU-BVI will       |
| and    | ^(st) | spec   | manufactures      | mark-up not more     |
| C      | Ja    | ified. | monitors for      | than 2 per cent,     |
| CU-BVI | nuary |        | CCU-BVI’s         | such mark-up will be |
|        | 1998  | May be | customers in      | waived for 1998.     |
|        |       | term   | Europe and Asia.  |                      |
|        |       | inated |                   |  CCU-BVI will       |
|        |       | by     |  CCU-BVI issues  | charge back CITL the |
|        |       | giving | L/C for CITL’s    | amounts drawdown     |
|        |       | 30     | imports.          | under L/C upon       |
|        |       | days   |                   | receipt of goods by  |
|        |       | w      |  CITL may        | CITL with no         |
|        |       | ritten | request CCU-BVI   | mark-up.             |
|        |       | n      | to undertake      |                      |
|        |       | otice. | certain treasury  |                      |
|        |       |        | function.         |                      |
+--------+-------+--------+-------------------+----------------------+
| CITL   | 1     | Not    |  CITL sources    |  A 3.5 per cent     |
| and    | ^(st) | spe    | raw material for  | handling fee for     |
| CMC    | April | cified | CMC and vice      | sourcing raw         |
|        | 1998  |        | versa             | material is charged  |
|        |       |        |                   | to the buying        |
|        |       |        |  CMC             | entity.              |
|        |       |        | subcontracts      |                      |
|        |       |        | printed Circuit   |  CMC will charge    |
|        |       |        | Boards Assembly   | CITL at a market     |
|        |       |        | and other         | rate for assembly of |
|        |       |        | component         | Printed Circuit      |
|        |       |        | assembly to CITL  | Board and other      |
|        |       |        |                   | non-PCBA assembly    |
|        |       |        |  CITL purchases  | work.                |
|        |       |        | fixed assets from |                      |
|        |       |        | CMC as and when   |  The lower of net   |
|        |       |        | required for      | book value or market |
|        |       |        | CITL’s production | value of the fixed   |
|        |       |        | use and vice      | assets will be       |
|        |       |        | versa.            | charged.             |
+--------+-------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    |  CITL sources    |  A 3.5 per cent     |
| and    | April  | spe    | raw material for  | handling fee for     |
| CCM    | 1998   | cified | CCM and vice      | sourcing raw         |
|        |        |        | versa.            | material is charged  |
|        |        |        |                   | to the buying        |
|        |        |        |  CCM             | entity.              |
|        |        |        | subcontracts      |                      |
|        |        |        | Printed Circuit   |  CCM will charge    |
|        |        |        | Boards Assembly   | CITL at a market     |
|        |        |        | and other         | rate for assembly of |
|        |        |        | component         | Printed Circuit      |
|        |        |        | assembly to CITL  | Board and other      |
|        |        |        |                   | non-PCBA assembly    |
|        |        |        |  CITL purchases  | work.                |
|        |        |        | fixed assets from |                      |
|        |        |        | CCM as and when   |  The lower of net   |
|        |        |        | required for      | book value or market |
|        |        |        | CITL’s production | value of the fixed   |
|        |        |        | use and vice      | assets will be       |
|        |        |        | versa.            | charged.             |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    |  CITL appointed  |  CUK will charge    |
| and    | April  | spec   | CUK an            | CITL all costs       |
| CUK    | 1998   | ified. | after-sales       | incurred for the     |
|        |        |        | service agent in  | repairs and rework.  |
|        |        | May be | Europe to repair  |                      |
|        |        | term   | or rework         |  CITL will charge   |
|        |        | inated | computer monitors | CUK for the spare    |
|        |        | by     | manufactured by   | parts based on       |
|        |        | giving | CITL. CUK may     | market price.        |
|        |        | 30     | undertake this    |                      |
|        |        | days   | work themselves   |                      |
|        |        | w      | or hire outside   |                      |
|        |        | ritten | subcontractor(s)  |                      |
|        |        | n      | to complete the   |                      |
|        |        | otice. | required work     |                      |
|        |        |        | under CUK’s       |                      |
|        |        |        | supervision.      |                      |
|        |        |        |                   |                      |
|        |        |        |  CITL shall      |                      |
|        |        |        | arrange for the   |                      |
|        |        |        | shipment to CUK   |                      |
|        |        |        | of such spare     |                      |
|        |        |        | parts requested   |                      |
|        |        |        | by CUK which      |                      |
|        |        |        | parts are needed  |                      |
|        |        |        | for the repairs   |                      |
|        |        |        | or are to be sold |                      |
|        |        |        | to CITL’s         |                      |
|        |        |        | European          |                      |
|        |        |        | customers.        |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    |  CITL appoints   |  CCP will charge    |
| and    | April  | spec   | CCP an            | CITL all costs       |
| CCP    | 1998   | ified. | after-sales       | incurred for the     |
|        |        |        | service agent in  | repairs and rework.  |
|        |        | May be | USA to repair or  |                      |
|        |        | term   | rework computer   |  CITL will charge   |
|        |        | inated | monitors          | CCP for the spare    |
|        |        | by     | manufactured by   | parts based on       |
|        |        | giving | CITL. CCP may     | market price.        |
|        |        | 30     | undertake this    |                      |
|        |        | days   | work themselves   |                      |
|        |        | w      | or hire outside   |                      |
|        |        | ritten | subcontractor(s)  |                      |
|        |        | n      | to complete the   |                      |
|        |        | otice. | required work     |                      |
|        |        |        | under CCP’s       |                      |
|        |        |        | supervision.      |                      |
|        |        |        |                   |                      |
|        |        |        |  CITL shall      |                      |
|        |        |        | arrange for the   |                      |
|        |        |        | shipment to CCP   |                      |
|        |        |        | of such spare     |                      |
|        |        |        | parts requested   |                      |
|        |        |        | by CCP which      |                      |
|        |        |        | parts are needed  |                      |
|        |        |        | for the repairs   |                      |
|        |        |        | or are to be sold |                      |
|        |        |        | to CITL’s         |                      |
|        |        |        | American          |                      |
|        |        |        | customers.        |                      |
+--------+--------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    |  CITL appoints   |  CCFL will charge   |
| and    | April  | spec   | CCFL to open L/Cs | back CITL the amount |
| CCFL   | 1998   | ified. | for CITL’s import | drawdown under L/Cs  |
|        |        |        | of raw material.  | upon receipt of      |
|        |        | May be |                   | goods by CITL and    |
|        |        | term   |  CITL may        | all costs incurred   |
|        |        | inated | request CCFL to   | in connection with   |
|        |        | by     | undertake certain | the arrangement and  |
|        |        | giving | treasury          | drawdown of such     |
|        |        | 30     | function.         | facilities charged   |
|        |        | days   |                   | by CCFL’s bank       |
|        |        | w      |                   | and/or financial     |
|        |        | ritten |                   | institution to CITL  |
|        |        | n      |                   | with no mark-up.     |
|        |        | otice. |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 6^(th) | Not    | -   CITL          | -   CCU will mark-up |
| and    | May    | spe    |     manufactured  |     not more than    |
| CCU    | 1999   | cified |     monitors for  |     6%, such mark-up |
|        |        | (      |     CCU’s         |     will be waived   |
|        |        | except |     customers in  |     for 1999.        |
|        |        | item 1 |     the United    |                      |
|        |        | in     |     States of     | -   CCU will charge  |
|        |        | Pri    |     America,      |     back CITL the    |
|        |        | ncipal |     Europe and    |     amounts drawdown |
|        |        | Terms  |     Asia.         |     under the L/C    |
|        |        | setout |                   |     upon receipt of  |
|        |        | above  | -   CCU issues    |     goods by CITL    |
|        |        | is     |     L/C for       |     with no mark-up. |
|        |        | ended  |     CITL’s        |                      |
|        |        | by     |     imports.      |                      |
|        |        | 1999)  |                   |                      |
|        |        |        | -   CITL may      |                      |
|        |        |        |     request CCU   |                      |
|        |        |        |     to undertake  |                      |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      |                      |
|        |        |        |     function.     |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 6^(th) | Not    | -   CITL          | -   CCIL will        |
| and    | May    | spe    |     manufactured  |     mark-up not more |
| CCIL   | 1999   | cified |     monitors for  |     than 6%, such    |
|        |        | (      |     CCIL’s        |     mark-up will be  |
|        |        | except |     customers in  |     waived for 1999. |
|        |        | item 1 |     the United    |                      |
|        |        | in     |     States of     | -   CCIL will charge |
|        |        | Pri    |     America,      |     back CITL the    |
|        |        | ncipal |     Europe and    |     amounts drawdown |
|        |        | Terms  |     Asia.         |     under the L/C    |
|        |        | setout |                   |     upon receipt of  |
|        |        | above  | -   CCIL issues   |     goods by CITL    |
|        |        | is     |     L/C for       |     with no mark-up. |
|        |        | ended  |     CITL’s        |                      |
|        |        | by     |     imports       |                      |
|        |        | 1999)  |                   |                      |
|        |        |        | -   CITL may      |                      |
|        |        |        |     request CCIL  |                      |
|        |        |        |     to undertake  |                      |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      |                      |
|        |        |        |     function.     |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 6^(th) | Not    | -   CITL          | -   CCSL will        |
| and    | May    | spe    |     manufactured  |     mark-up not more |
| CCSL   | 1999   | cified |     monitors for  |     than 6%, such    |
|        |        | (      |     CCSL’s        |     mark-up will be  |
|        |        | except |     customers in  |     waived for 1999. |
|        |        | item 1 |     the United    |                      |
|        |        | in     |     States of     | -   CCSL will charge |
|        |        | Pri    |     America,      |     back CITL the    |
|        |        | ncipal |     Europe and    |     amounts drawdown |
|        |        | Terms  |     Asia.         |     under the L/C    |
|        |        | setout |                   |     upon receipt of  |
|        |        | above  | -   CCSL issues   |     goods by CITL    |
|        |        | is     |     L/C for       |     with no mark-up. |
|        |        | ended  |     CITL’s        |                      |
|        |        | by     |     imports       |                      |
|        |        | 1999)  |                   |                      |
|        |        |        | -   CITL may      |                      |
|        |        |        |     request CCSL  |                      |
|        |        |        |     to undertake  |                      |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      |                      |
|        |        |        |     function.     |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 6^(th) | Not    | -   CITL          | -   CCU-BVI will     |
| and    | May    | spe    |     manufactured  |     mark-up not more |
| C      | 1999   | cified |     monitors for  |     than 6%, such    |
| CU-BVI |        | (      |     CCU-BVI’s     |     mark-up will be  |
|        |        | except |     customers in  |     waived for 1999. |
|        |        | item 1 |     the United    |                      |
|        |        | in     |     States of     | -   CCU-BVI will     |
|        |        | Pri    |     America,      |     charge back CITL |
|        |        | ncipal |     Europe and    |     the amounts      |
|        |        | Terms  |     Asia.         |     drawdown under   |
|        |        | setout |                   |     the L/C upon     |
|        |        | above  | -   CCU-BVI       |     receipt of goods |
|        |        | is     |     issues L/C    |     by CITL with no  |
|        |        | ended  |     for CITL’s    |     mark-up.         |
|        |        | by     |     imports       |                      |
|        |        | 1999)  |                   |                      |
|        |        |        | -   CITL may      |                      |
|        |        |        |     request       |                      |
|        |        |        |     CCU-BVI to    |                      |
|        |        |        |     undertake     |                      |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      |                      |
|        |        |        |     function.     |                      |
+--------+--------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    | -   CITL appoints | -   CUC will charge  |
| and    | June   | spec   |     CUC an        |     CITL all costs   |
| CUC    | 1999   | ified. |     after-sales   |     incurred for     |
|        |        |        |     service agent |     repairing.       |
|        |        | May be |     in USA to     |                      |
|        |        | term   |     repair        | -   CITL will charge |
|        |        | inated |     computer      |     CUC for the      |
|        |        | by     |     monitor       |     spare part based |
|        |        | giving |     manufactured  |     on market price. |
|        |        | 30     |     by CITL. CUC  |                      |
|        |        | days   |     may undertake |                      |
|        |        | w      |     this work     |                      |
|        |        | ritten |     themselves or |                      |
|        |        | n      |     hire outside  |                      |
|        |        | otice. |                   |                      |
|        |        |        |  subcontractor(s) |                      |
|        |        |        |     to do under   |                      |
|        |        |        |     CUC’s         |                      |
|        |        |        |     supervision.  |                      |
|        |        |        |                   |                      |
|        |        |        | -   CITL shall    |                      |
|        |        |        |     arrange for   |                      |
|        |        |        |     the shipment  |                      |
|        |        |        |     to CUC of     |                      |
|        |        |        |     such spare    |                      |
|        |        |        |     parts         |                      |
|        |        |        |     requested by  |                      |
|        |        |        |     CUC which     |                      |
|        |        |        |     parts are     |                      |
|        |        |        |     needed for    |                      |
|        |        |        |     the repair or |                      |
|        |        |        |     to be sold to |                      |
|        |        |        |     CITL’s        |                      |
|        |        |        |     American      |                      |
|        |        |        |     customers.    |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | 3      | -   CKC seconds   | -   CKC charges back |
| and    | July   | 1^(st) |     its           |     amounts paid on  |
| CKC    | 1999   | De     |     executives    |     behalf of CITL   |
|        |        | cember |     and staff to  |     with no mark-up. |
|        |        | 1999   |     Thailand to   |                      |
|        |        |        |     assist CITL   | -   A 3.5 per cent   |
|        |        |        |     at the latter |     handling fee is  |
|        |        |        |     request.      |     charged by the   |
|        |        |        |                   |     buying entity.   |
|        |        |        | -   CITL sources  |                      |
|        |        |        |     raw materials | -   Lower of net     |
|        |        |        |     for CKC and   |     book value or    |
|        |        |        |     vice versa.   |     market value.    |
|        |        |        |                   |                      |
|        |        |        | -   CKC transfers | -   CKC charges back |
|        |        |        |     fixed assets  |     all reasonable   |
|        |        |        |     to CITL at    |     and necessary    |
|        |        |        |     the latter’s  |     costs with no    |
|        |        |        |     request.      |     mark-up, CKC     |
|        |        |        |                   |     also have to     |
|        |        |        | -   CKC provides  |     support all      |
|        |        |        |     engineering   |     charges with     |
|        |        |        |     development   |     technical        |
|        |        |        |     and technical |     know-how and     |
|        |        |        |     assistance to |     design drawings  |
|        |        |        |     CITL for      |     and              |
|        |        |        |     product       |     specifications.  |
|        |        |        |     development   |                      |
|        |        |        |     and           | -   CITL will charge |
|        |        |        |     transfers.    |     CKC at market    |
|        |        |        |                   |     rates for such   |
|        |        |        | -   CKC           |     work.            |
|        |        |        |     sub-contracts |                      |
|        |        |        |     PCBA and      | -   CITL shall       |
|        |        |        |     other         |     indemnify for    |
|        |        |        |     component     |     the expenses     |
|        |        |        |     assembly work |     that CKC paid or |
|        |        |        |     to CITL.      |     incurred in      |
|        |        |        |                   |     connection with  |
|        |        |        | -   CKC shall     |     the lease        |
|        |        |        |     consent to    |     agreement. The   |
|        |        |        |     act as a      |     withholding tax  |
|        |        |        |     lessee under  |     of 15% on the    |
|        |        |        |     any machinery |     rental charges   |
|        |        |        |     lease         |     shall be         |
|        |        |        |     agreement on  |     absorbed by CITL |
|        |        |        |     behalf of     |                      |
|        |        |        |     CITL at the   |                      |
|        |        |        |     latter        |                      |
|        |        |        |     request.      |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    | -   CTL would     | -   CTL shall charge |
| and    | O      | spec   |     like CITL to  |     the cost of      |
| CTL    | ctober | ified. |     provide       |     those assets to  |
|        | 1999   |        |     financial     |     CITL in form of  |
|        |        | May be |     support for   |     depreciation and |
|        |        | term   |     the payment   |     amortisation.    |
|        |        | inated |     on behalf of  |                      |
|        |        | by     |     CTL to CTL’s  | -   Upon settlement  |
|        |        | giving |     creditors.    |     of the assets    |
|        |        | 30     |                   |     utilisation      |
|        |        | days   | -   CITL is       |     cost, the        |
|        |        | w      |     granted to    |     withholding tax  |
|        |        | ritten |     utilise the   |     of 5% shall be   |
|        |        | n      |     fixed assts   |     deducted from    |
|        |        | otice. |     of CTL for    |     the amount being |
|        |        |        |     running       |     paid to CTL.     |
|        |        |        |     CITL’s        |                      |
|        |        |        |     operation.    |                      |
+--------+--------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 2^(nd) | Not    | -   CCIL          | -   CCIL may issue   |
| and    | August | spec   |     continues to  |     Purchase Order   |
| CCIL   | 2000   | ified. |     appoint CITL  |     to CITL.         |
|        |        |        |     to            |                      |
|        |        | May be |     manufacture   | -   The purchase     |
|        |        | term   |     computer      |     price shall not  |
|        |        | inated |     monitors for  |     be less than 94% |
|        |        | by     |     orders it has |     of selling price |
|        |        | giving |     solicited     |     to CCIL’s        |
|        |        | 30     |     from its      |     customers.       |
|        |        | days   |     customers.    |                      |
|        |        | w      |                   | -   CCIL reserve the |
|        |        | ritten | -   CITL would    |     right to reject, |
|        |        | n      |     like CCIL to  |     require          |
|        |        | otice. |     issue L/C for |     correction and   |
|        |        |        |     CITL’s import |     to accept with   |
|        |        |        |     of raw        |     and adjustment   |
|        |        |        |     materials for |     in price or      |
|        |        |        |     manufacture   |     return in such   |
|        |        |        |     of computer   |     products if      |
|        |        |        |     monitors.     |     there is a       |
|        |        |        |                   |     shortage, defect |
|        |        |        | -   CITL may      |     or failure of    |
|        |        |        |     request CCIL  |     any product      |
|        |        |        |     to undertake  |     produced.        |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      | -   CITL warrants to |
|        |        |        |     functions on  |     CCIL for one     |
|        |        |        |     CITL’s behalf |     year after the   |
|        |        |        |     and for       |     acceptance of    |
|        |        |        |     CITL’s        |     the product.     |
|        |        |        |     benefit.      |                      |
|        |        |        |                   | -   CITL appoint     |
|        |        |        |                   |     CCIL as agent in |
|        |        |        |                   |     respect of L/C   |
|        |        |        |                   |     for CITL’s       |
|        |        |        |                   |     purchase and     |
|        |        |        |                   |     import of raw    |
|        |        |        |                   |     materials. CITL  |
|        |        |        |                   |     will reimburse   |
|        |        |        |                   |     CCIL on          |
|        |        |        |                   |     respective L/C   |
|        |        |        |                   |     of credit upon   |
|        |        |        |                   |     receipt of       |
|        |        |        |                   |     goods.           |
|        |        |        |                   |                      |
|        |        |        |                   | -   CITL will        |
|        |        |        |                   |     invoice CCIL     |
|        |        |        |                   |     upon the         |
|        |        |        |                   |     shipment of      |
|        |        |        |                   |     goods pursuant   |
|        |        |        |                   |     to CCIL’s        |
|        |        |        |                   |     purchase orders  |
|        |        |        |                   |     and term of      |
|        |        |        |                   |     payments shall   |
|        |        |        |                   |     be on open       |
|        |        |        |                   |     account for 90   |
|        |        |        |                   |     days.            |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 2^(nd) | Not    | -   CCSL          | -   CCSL may issue   |
| and    | August | spec   |     continues to  |     Purchase Order   |
| CCSL   | 2000   | ified. |     appoint CITL  |     to CITL.         |
|        |        |        |     to            |                      |
|        |        | May be |     manufacture   | -   The purchase     |
|        |        | term   |     computer      |     price shall not  |
|        |        | inated |     monitors for  |     be less than 94% |
|        |        | by     |     orders it has |     of selling price |
|        |        | giving |     solicited     |     to CCSL’s        |
|        |        | 30     |     from its      |     customers.       |
|        |        | days   |     customers.    |                      |
|        |        | w      |                   | -   CCSL reserve the |
|        |        | ritten | -   CITL would    |     right to reject, |
|        |        | n      |     like CCSL to  |     require          |
|        |        | otice. |     issue L/C for |     correction and   |
|        |        |        |     CITL’s import |     to accept with   |
|        |        |        |     of raw        |     and adjustment   |
|        |        |        |     materials for |     in price or      |
|        |        |        |     manufacture   |     return in such   |
|        |        |        |     of computer   |     products if      |
|        |        |        |     monitors.     |     there is a       |
|        |        |        |                   |     shortage, defect |
|        |        |        | -   CITL may      |     or failure of    |
|        |        |        |     request CCSL  |     any product      |
|        |        |        |     to undertake  |     produced.        |
|        |        |        |     certain       |                      |
|        |        |        |     treasury      | -   CITL warrants to |
|        |        |        |     functions on  |     CCSL for one     |
|        |        |        |     CITL’s behalf |     year after the   |
|        |        |        |     and for       |     acceptance of    |
|        |        |        |     CITL’s        |     the product.     |
|        |        |        |     benefit.      |                      |
|        |        |        |                   | -   CITL appoint     |
|        |        |        |                   |     CCSL as agent in |
|        |        |        |                   |     respect of L/C   |
|        |        |        |                   |     for CITL’s       |
|        |        |        |                   |     purchase and     |
|        |        |        |                   |     import of raw    |
|        |        |        |                   |     materials. CITL  |
|        |        |        |                   |     will reimburse   |
|        |        |        |                   |     CCSL on          |
|        |        |        |                   |     respective L/C   |
|        |        |        |                   |     of credit upon   |
|        |        |        |                   |     receipt of       |
|        |        |        |                   |     goods.           |
|        |        |        |                   |                      |
|        |        |        |                   | -   CITL will        |
|        |        |        |                   |     invoice CCSL     |
|        |        |        |                   |     upon the         |
|        |        |        |                   |     shipment of      |
|        |        |        |                   |     goods pursuant   |
|        |        |        |                   |     to CCSL’s        |
|        |        |        |                   |     purchase orders  |
|        |        |        |                   |     and term of      |
|        |        |        |                   |     payments shall   |
|        |        |        |                   |     be on open       |
|        |        |        |                   |     account for 90   |
|        |        |        |                   |     days.            |
+--------+--------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 2^(nd) | Not    | -   CCU-BVI       | -   CCU-BVI may      |
| and    | August | spec   |     continues to  |     issue Purchase   |
| C      | 2000   | ified. |     appoint CITL  |     Order to CITL.   |
| CU-BVI |        |        |     to            |                      |
|        |        | May be |     manufacture   | -   The purchase     |
|        |        | term   |     computer      |     price shall not  |
|        |        | inated |     monitors for  |     be less than 94% |
|        |        | by     |     orders it has |     of selling price |
|        |        | giving |     solicited     |     to CCU-BVI’s     |
|        |        | 30     |     from its      |     customers.       |
|        |        | days   |     customers.    |                      |
|        |        | w      |                   | -   CCU-BVI reserve  |
|        |        | ritten | -   CITL would    |     the right to     |
|        |        | n      |     like CCU-BVI  |     reject, require  |
|        |        | otice. |     to issue L/C  |     correction and   |
|        |        |        |     for CITL’s    |     to accept with   |
|        |        |        |     import of raw |     and adjustment   |
|        |        |        |     materials for |     in price or      |
|        |        |        |     manufacture   |     return in such   |
|        |        |        |     of computer   |     products if      |
|        |        |        |     monitors.     |     there is a       |
|        |        |        |                   |     shortage, defect |
|        |        |        | -   CITL may      |     or failure of    |
|        |        |        |     request       |     any product      |
|        |        |        |     CCU-BVI to    |     produced.        |
|        |        |        |     undertake     |                      |
|        |        |        |     certain       | -   CITL warrants to |
|        |        |        |     treasury      |     CCU-BVI for one  |
|        |        |        |     functions on  |     year after the   |
|        |        |        |     CITL’s behalf |     acceptance of    |
|        |        |        |     and for       |     the product.     |
|        |        |        |     CITL’s        |                      |
|        |        |        |     benefit.      | -   CITL appoint     |
|        |        |        |                   |     CCU-BVI as agent |
|        |        |        |                   |     in respect of    |
|        |        |        |                   |     L/C for CITL’s   |
|        |        |        |                   |     purchase and     |
|        |        |        |                   |     import of raw    |
|        |        |        |                   |     materials. CITL  |
|        |        |        |                   |     will reimburse   |
|        |        |        |                   |     CCU-BVI on       |
|        |        |        |                   |     respective L/C   |
|        |        |        |                   |     of credit upon   |
|        |        |        |                   |     receipt of       |
|        |        |        |                   |     goods.           |
|        |        |        |                   |                      |
|        |        |        |                   | -   CITL will        |
|        |        |        |                   |     invoice CCU-BVI  |
|        |        |        |                   |     upon the         |
|        |        |        |                   |     shipment of      |
|        |        |        |                   |     goods pursuant   |
|        |        |        |                   |     to CCU-BVI’s     |
|        |        |        |                   |     purchase orders  |
|        |        |        |                   |     and term of      |
|        |        |        |                   |     payments shall   |
|        |        |        |                   |     be on open       |
|        |        |        |                   |     account for 90   |
|        |        |        |                   |     days.            |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    | -   CITL appoint  | -   NTC may          |
| and    | J      | spec   |     NTC as an     |     undertake work   |
| NTC    | anuary | ified. |     af            |     themselves or    |
|        | 2000   |        | ter-sales-service |     hire outside     |
|        |        | May be |     agent in USA  |     subcontractor(s) |
|        |        | term   |     to rework     |     to do the        |
|        |        | inated |     and/or repair |     rework/repair    |
|        |        | by     |     computer      |     under NTC’s      |
|        |        | giving |     monitors      |     supervision.     |
|        |        | 30     |     claimed by    |                      |
|        |        | days   |     CITL’s        | -   NTC will charge  |
|        |        | w      |     customers to  |     to CITL all      |
|        |        | ritten |     be defective. |     costs of rework  |
|        |        | n      |                   |     and/or repairs   |
|        |        | otice. |                   |     from CITL’s      |
|        |        |        |                   |     customer’s       |
|        |        |        |                   |     facilities and   |
|        |        |        |                   |     other costs      |
|        |        |        |                   |     associated with  |
|        |        |        |                   |     replacing or     |
|        |        |        |                   |     repairing the    |
|        |        |        |                   |     products.        |
|        |        |        |                   |                      |
|        |        |        |                   | -   CITL shall       |
|        |        |        |                   |     arrange for      |
|        |        |        |                   |     shipment to NTC  |
|        |        |        |                   |     of such spare    |
|        |        |        |                   |     parts requested  |
|        |        |        |                   |     by NTC for       |
|        |        |        |                   |     repair and/or to |
|        |        |        |                   |     be sold to       |
|        |        |        |                   |     CITL’s           |
|        |        |        |                   |     customers.       |
+--------+--------+--------+-------------------+----------------------+

+--------+--------+--------+-------------------+----------------------+
| P      | Date   | Expi   | Nature of         | Principal terms      |
| arties | of     | ration | transactions      |                      |
| in     | co     |        |                   |                      |
| volved | ntract |        |                   |                      |
+--------+--------+--------+-------------------+----------------------+
| CITL   | 1^(st) | Not    | -   CITL appoint  | -   CITL shall pay   |
| and    | J      | spec   |     NCJ as a      |     NCJ a commission |
| NCJ    | anuary | ified. |     purchase      |     of not more than |
|        | 2000   |        |     agent to      |     1% of the        |
|        |        | May be |     purchase raw  |     purchase cost of |
|        |        | term   |     materials and |     raw materials.   |
|        |        | inated |     components in |                      |
|        |        | by     |     Japan for     | -   NCJ may          |
|        |        | giving |     production of |     undertake work   |
|        |        | 30     |     computer      |     themselves or    |
|        |        | days   |     monitors as   |     hire outside     |
|        |        | w      |     CITL may      |     subcontractor(s) |
|        |        | ritten |     require.      |     to do the        |
|        |        | n      |                   |     rework/repair    |
|        |        | otice. | -   CITL appoint  |     under NCJ’s      |
|        |        |        |     NCJ as an     |     supervision      |
|        |        |        |     af            |                      |
|        |        |        | ter-sales-service | -   NCJ will charge  |
|        |        |        |     agent in      |     to CITL all      |
|        |        |        |     Japan to      |     costs of rework  |
|        |        |        |     rework and/or |     and/or repairs   |
|        |        |        |     repair        |     from CITL’s      |
|        |        |        |     computer      |     customer’s       |
|        |        |        |     monitors      |     facilities and   |
|        |        |        |     claimed by    |     other costs      |
|        |        |        |     CITL’s        |     associated with  |
|        |        |        |     customers to  |     replacing or     |
|        |        |        |     be defective. |     repairing the    |
|        |        |        |                   |     products.        |
|        |        |        |                   |                      |
|        |        |        |                   | -   CITL shall       |
|        |        |        |                   |     arrange for      |
|        |        |        |                   |     shipment to NCJ  |
|        |        |        |                   |     of such spare    |
|        |        |        |                   |     parts requested  |
|        |        |        |                   |     by NCJ for       |
|        |        |        |                   |     repair and/or to |
|        |        |        |                   |     be sold to       |
|        |        |        |                   |     CITL’s           |
|        |        |        |                   |     customers. CITL  |
|        |        |        |                   |     shall charge NCJ |
|        |        |        |                   |     for spare parts  |
|        |        |        |                   |     based on market  |
|        |        |        |                   |     price.           |
+--------+--------+--------+-------------------+----------------------+