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            |   |     |   |                        |
+------+---+------------------------+---+-----+---+------------------------+
| ACGL | : | Alpha Capital Group    |   |     |   |                        |
|      |   | Limited                |   |     |   |                        |
+------+---+------------------------+---+-----+---+------------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 28    | Not     | • CKC seconds its | • CKC charges back    |
| and   | ^(th) | spe     | executives and    | amounts paid on       |
| CKC   | A     | cified. | staff to Thailand | behalf of CITL with   |
|       | ugust |         | to assist CITL at | no mark-up.           |
|       | 1996  | May be  | the latter        |                       |
|       |       | ter     | request.          | • A 3.5 per cent      |
|       |       | minated |                   | handling fee is       |
|       |       | by      | • CITL sources    | charged by the buying |
|       |       | giving  | raw materials for | entity.               |
|       |       | 30 days | CKC and vice      |                       |
|       |       | written | versa.            | • Lower of net book   |
|       |       | notice. |                   | value or market       |
|       |       |         | • CKC transfers   | value.                |
|       |       |         | fixed assets to   |                       |
|       |       |         | 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 be |
|       |       |         | transfers.        | 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   | 28    | Not     | • CKC             | • Not more than 2 per |
| and   | ^(th) | spe     | manufactures      | cent mark-up by CCU.  |
| CCU   | A     | cified. | monitors for      |                       |
|       | ugust |         | CCU’s customers   | • CCU charges back    |
|       | 1996  | May be  | in Europe and     | CKC the amount        |
|       |       | ter     | Asia.             | drawdown under the    |
|       |       | minated |                   | L/C upon receipts of  |
|       |       | by      | • CCU issues L/C  | goods by CKC with no  |
|       |       | giving  | for CKC’s         | mark-up.              |
|       |       | 30 days | imports.          |                       |
|       |       | written |                   |                       |
|       |       | notice. |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL, | 28    | Not     | • GHL acts as     | • GHL charges back    |
| GHL,  | ^(th) | sp      | guarantor for all | all reasonable and    |
| CCU,  | A     | ecified | banking           | necessary costs       |
| CKC   | ugust |         | facilities of     | incurred in           |
| and   | 1996  |         | 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.           |
+-------+-------+---------+-------------------+-----------------------+

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

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | • CITL sources    | • A 3.5 per cent      |
| and   | ^(st) | sp      | raw material for  | handling fee for      |
| CCM   | April | ecified | CCM and vice      | sourcing raw material |
|       | 1998  |         | versa.            | is charged to the     |
|       |       |         |                   | buying entity.        |
|       |       |         | • CCM             |                       |
|       |       |         | subcontracts      | • CCM will charge     |
|       |       |         | Printed Circuit   | CITL at a market rate |
|       |       |         | Boards Assembly   | for assembly of       |
|       |       |         | and other         | Printed Circuit Board |
|       |       |         | component         | and other non-PCBA    |
|       |       |         | assembly to CITL  | assembly work.        |
|       |       |         |                   |                       |
|       |       |         | • CITL purchases  | • The lower of net    |
|       |       |         | fixed assets from | book value or market  |
|       |       |         | CCM as and when   | value of the fixed    |
|       |       |         | required for      | assets will be        |
|       |       |         | CITL’s production | charged.              |
|       |       |         | use and vice      |                       |
|       |       |         | versa.            |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | • CITL appointed  | • CUK will charge     |
| and   | ^(st) | spe     | CUK an            | CITL all costs        |
| CUK   | April | cified. | after-sales       | incurred for the      |
|       | 1998  |         | service agent in  | repairs and rework.   |
|       |       | May be  | Europe to repair  |                       |
|       |       | ter     | or rework         | • CITL will charge    |
|       |       | minated | computer monitors | CUK for the spare     |
|       |       | by      | manufactured by   | parts based on market |
|       |       | giving  | CITL. CUK may     | price.                |
|       |       | 30 days | undertake this    |                       |
|       |       | written | work themselves   |                       |
|       |       | notice. | or hire outside   |                       |
|       |       |         | subcontractor(s)  |                       |
|       |       |         | to complete the   |                       |
|       |       |         | 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     | Not     | • CITL appoints   | • CCP will charge     |
| and   | ^(st) | spe     | CCP an            | CITL all costs        |
| CCP   | April | cified. | after-sales       | incurred for the      |
|       | 1998  |         | service agent in  | repairs and rework.   |
|       |       | May be  | USA to repair or  |                       |
|       |       | ter     | rework computer   | • CITL will charge    |
|       |       | minated | monitors          | CCP for the spare     |
|       |       | by      | manufactured by   | parts based on market |
|       |       | giving  | CITL. CCP may     | price.                |
|       |       | 30 days | undertake this    |                       |
|       |       | written | work themselves   |                       |
|       |       | notice. | or hire outside   |                       |
|       |       |         | subcontractor(s)  |                       |
|       |       |         | to complete the   |                       |
|       |       |         | 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.        |                       |
+-------+-------+---------+-------------------+-----------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | • CITL appoints   | • CCFL will charge    |
| and   | ^(st) | spe     | CCFL to open L/Cs | back CITL the amount  |
| CCFL  | April | cified. | for CITL’s import | drawdown under L/Cs   |
|       | 1998  |         | of raw material.  | upon receipt of goods |
|       |       | May be  |                   | by CITL and all costs |
|       |       | ter     | • CITL may        | incurred in           |
|       |       | minated | request CCFL to   | connection with the   |
|       |       | by      | undertake certain | arrangement and       |
|       |       | giving  | treasury          | drawdown of such      |
|       |       | 30 days | function.         | facilities charged by |
|       |       | written |                   | CCFL’s bank and/or    |
|       |       | notice. |                   | financial institution |
|       |       |         |                   | to CITL with no       |
|       |       |         |                   | mark-up.              |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 6     | Not     | -   CITL          | -   CCU will mark-up  |
| and   | ^(th) | sp      |     manufactured  |     not more than 6%, |
| CCU   | May   | ecified |     monitors for  |     such mark-up will |
|       | 1999  | (except |     CCU’s         |     be waived for     |
|       |       | item 1  |     customers in  |     1999.             |
|       |       | in      |     the United    |                       |
|       |       | Pr      |     States of     | -   CCU will charge   |
|       |       | incipal |     America,      |     back CITL the     |
|       |       | Terms   |     Europe and    |     amounts drawdown  |
|       |       | setout  |     Asia.         |     under the L/C     |
|       |       | above   |                   |     upon receipt of   |
|       |       | is      | -   CCU issues    |     goods by CITL     |
|       |       | ended   |     L/C for       |     with no mark-up.  |
|       |       | by      |     CITL’s        |                       |
|       |       | 1999)   |     imports.      |                       |
|       |       |         |                   |                       |
|       |       |         | -   CITL may      |                       |
|       |       |         |     request CCU   |                       |
|       |       |         |     to undertake  |                       |
|       |       |         |     certain       |                       |
|       |       |         |     treasury      |                       |
|       |       |         |     function.     |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 6     | Not     | -   CITL          | -   CCIL will mark-up |
| and   | ^(th) | sp      |     manufactured  |     not more than 6%, |
| CCIL  | May   | ecified |     monitors for  |     such mark-up will |
|       | 1999  | (except |     CCIL’s        |     be waived for     |
|       |       | item 1  |     customers in  |     1999.             |
|       |       | in      |     the United    |                       |
|       |       | Pr      |     States of     | -   CCIL will charge  |
|       |       | incipal |     America,      |     back CITL the     |
|       |       | Terms   |     Europe and    |     amounts drawdown  |
|       |       | setout  |     Asia.         |     under the L/C     |
|       |       | above   |                   |     upon receipt of   |
|       |       | is      | -   CCIL issues   |     goods by CITL     |
|       |       | ended   |     L/C for       |     with no mark-up.  |
|       |       | by      |     CITL’s        |                       |
|       |       | 1999)   |     imports       |                       |
|       |       |         |                   |                       |
|       |       |         | -   CITL may      |                       |
|       |       |         |     request CCIL  |                       |
|       |       |         |     to undertake  |                       |
|       |       |         |     certain       |                       |
|       |       |         |     treasury      |                       |
|       |       |         |     function.     |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 6     | Not     | -   CITL          | -   CCSL will mark-up |
| and   | ^(th) | sp      |     manufactured  |     not more than 6%, |
| CCSL  | May   | ecified |     monitors for  |     such mark-up will |
|       | 1999  | (except |     CCSL’s        |     be waived for     |
|       |       | item 1  |     customers in  |     1999.             |
|       |       | in      |     the United    |                       |
|       |       | Pr      |     States of     | -   CCSL will charge  |
|       |       | incipal |     America,      |     back CITL the     |
|       |       | Terms   |     Europe and    |     amounts drawdown  |
|       |       | setout  |     Asia.         |     under the L/C     |
|       |       | above   |                   |     upon receipt of   |
|       |       | is      | -   CCSL issues   |     goods by CITL     |
|       |       | ended   |     L/C for       |     with no mark-up.  |
|       |       | by      |     CITL’s        |                       |
|       |       | 1999)   |     imports       |                       |
|       |       |         |                   |                       |
|       |       |         | -   CITL may      |                       |
|       |       |         |     request CCSL  |                       |
|       |       |         |     to undertake  |                       |
|       |       |         |     certain       |                       |
|       |       |         |     treasury      |                       |
|       |       |         |     function.     |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 6     | Not     | -   CITL          | -   CCU-BVI will      |
| and   | ^(th) | sp      |     manufactured  |     mark-up not more  |
| CC    | May   | ecified |     monitors for  |     than 6%, such     |
| U-BVI | 1999  | (except |     CCU-BVI’s     |     mark-up will be   |
|       |       | item 1  |     customers in  |     waived for 1999.  |
|       |       | in      |     the United    |                       |
|       |       | Pr      |     States of     | -   CCU-BVI will      |
|       |       | incipal |     America,      |     charge back CITL  |
|       |       | Terms   |     Europe and    |     the amounts       |
|       |       | setout  |     Asia.         |     drawdown under    |
|       |       | above   |                   |     the L/C upon      |
|       |       | is      | -   CCU-BVI       |     receipt of goods  |
|       |       | ended   |     issues L/C    |     by CITL with no   |
|       |       | by      |     for CITL’s    |     mark-up.          |
|       |       | 1999)   |     imports       |                       |
|       |       |         |                   |                       |
|       |       |         | -   CITL may      |                       |
|       |       |         |     request       |                       |
|       |       |         |     CCU-BVI to    |                       |
|       |       |         |     undertake     |                       |
|       |       |         |     certain       |                       |
|       |       |         |     treasury      |                       |
|       |       |         |     function.     |                       |
+-------+-------+---------+-------------------+-----------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | -   CITL appoints | -   CUC will charge   |
| and   | ^(st) | spe     |     CUC an        |     CITL all costs    |
| CUC   | June  | cified. |     after-sales   |     incurred for      |
|       | 1999  |         |     service agent |     repairing.        |
|       |       | May be  |     in USA to     |                       |
|       |       | ter     |     repair        | -   CITL will charge  |
|       |       | minated |     computer      |     CUC for the spare |
|       |       | by      |     monitor       |     part based on     |
|       |       | giving  |     manufactured  |     market price.     |
|       |       | 30 days |     by CITL. CUC  |                       |
|       |       | written |     may undertake |                       |
|       |       | notice. |     this work     |                       |
|       |       |         |     themselves or |                       |
|       |       |         |     hire outside  |                       |
|       |       |         |                   |                       |
|       |       |         |  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     | 31^(st) | -   CKC seconds   | -   CKC charges back  |
| and   | ^(st) | Dec     |     its           |     amounts paid on   |
| CKC   | July  | D       |     executives    |     behalf of CITL    |
|       | 1999  | ecember |     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 book |
|       |       |         |     for CKC and   |     value or market   |
|       |       |         |     vice versa.   |     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 support   |
|       |       |         | -   CKC provides  |     all charges with  |
|       |       |         |     engineering   |     technical         |
|       |       |         |     development   |     know-how and      |
|       |       |         |     and technical |     design drawings   |
|       |       |         |     assistance to |     and               |
|       |       |         |     CITL for      |     specifications.   |
|       |       |         |     product       |                       |
|       |       |         |     development   | -   CITL will charge  |
|       |       |         |     and           |     CKC at market     |
|       |       |         |     transfers.    |     rates for such    |
|       |       |         |                   |     work.             |
|       |       |         | -   CKC           |                       |
|       |       |         |     sub-contracts | -   CITL shall        |
|       |       |         |     PCBA and      |     indemnify for the |
|       |       |         |     other         |     expenses that CKC |
|       |       |         |     component     |     paid or incurred  |
|       |       |         |     assembly work |     in connection     |
|       |       |         |     to CITL.      |     with the lease    |
|       |       |         |                   |     agreement. The    |
|       |       |         | -   CKC shall     |     withholding tax   |
|       |       |         |     consent to    |     of 15% on the     |
|       |       |         |     act as a      |     rental charges    |
|       |       |         |     lessee under  |     shall be absorbed |
|       |       |         |     any machinery |     by CITL           |
|       |       |         |     lease         |                       |
|       |       |         |     agreement on  |                       |
|       |       |         |     behalf of     |                       |
|       |       |         |     CITL at the   |                       |
|       |       |         |     latter        |                       |
|       |       |         |     request.      |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | -   CTL would     | -   CTL shall charge  |
| and   | ^(st) | spe     |     like CITL to  |     the cost of those |
| CTL   | Oc    | cified. |     provide       |     assets to CITL in |
|       | tober |         |     financial     |     form of           |
|       | 1999  | May be  |     support for   |     depreciation and  |
|       |       | ter     |     the payment   |     amortisation.     |
|       |       | minated |     on behalf of  |                       |
|       |       | by      |     CTL to CTL’s  | -   Upon settlement   |
|       |       | giving  |     creditors.    |     of the assets     |
|       |       | 30 days |                   |     utilisation cost, |
|       |       | written | -   CITL is       |     the withholding   |
|       |       | notice. |     granted to    |     tax of 5% shall   |
|       |       |         |     utilise the   |     be deducted from  |
|       |       |         |     fixed assts   |     the amount being  |
|       |       |         |     of CTL for    |     paid to CTL.      |
|       |       |         |     running       |                       |
|       |       |         |     CITL’s        |                       |
|       |       |         |     operation.    |                       |
+-------+-------+---------+-------------------+-----------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 2     | Not     | -   CCIL          | -   CCIL may issue    |
| and   | ^(nd) | spe     |     continues to  |     Purchase Order to |
| CCIL  | A     | cified. |     appoint CITL  |     CITL.             |
|       | ugust |         |     to            |                       |
|       | 2000  | May be  |     manufacture   | -   The purchase      |
|       |       | ter     |     computer      |     price shall not   |
|       |       | minated |     monitors for  |     be less than 94%  |
|       |       | by      |     orders it has |     of selling price  |
|       |       | giving  |     solicited     |     to CCIL’s         |
|       |       | 30 days |     from its      |     customers.        |
|       |       | written |     customers.    |                       |
|       |       | notice. |                   | -   CCIL reserve the  |
|       |       |         | -   CITL would    |     right to reject,  |
|       |       |         |     like CCIL to  |     require           |
|       |       |         |     issue L/C for |     correction and to |
|       |       |         |     CITL’s import |     accept with and   |
|       |       |         |     of raw        |     adjustment in     |
|       |       |         |     materials for |     price or return   |
|       |       |         |     manufacture   |     in such products  |
|       |       |         |     of computer   |     if there is a     |
|       |       |         |     monitors.     |     shortage, defect  |
|       |       |         |                   |     or failure of any |
|       |       |         | -   CITL may      |     product produced. |
|       |       |         |     request CCIL  |                       |
|       |       |         |     to undertake  | -   CITL warrants to  |
|       |       |         |     certain       |     CCIL for one year |
|       |       |         |     treasury      |     after the         |
|       |       |         |     functions on  |     acceptance of the |
|       |       |         |     CITL’s behalf |     product.          |
|       |       |         |     and for       |                       |
|       |       |         |     CITL’s        | -   CITL appoint CCIL |
|       |       |         |     benefit.      |     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     | Not     | -   CCSL          | -   CCSL may issue    |
| and   | ^(nd) | spe     |     continues to  |     Purchase Order to |
| CCSL  | A     | cified. |     appoint CITL  |     CITL.             |
|       | ugust |         |     to            |                       |
|       | 2000  | May be  |     manufacture   | -   The purchase      |
|       |       | ter     |     computer      |     price shall not   |
|       |       | minated |     monitors for  |     be less than 94%  |
|       |       | by      |     orders it has |     of selling price  |
|       |       | giving  |     solicited     |     to CCSL’s         |
|       |       | 30 days |     from its      |     customers.        |
|       |       | written |     customers.    |                       |
|       |       | notice. |                   | -   CCSL reserve the  |
|       |       |         | -   CITL would    |     right to reject,  |
|       |       |         |     like CCSL to  |     require           |
|       |       |         |     issue L/C for |     correction and to |
|       |       |         |     CITL’s import |     accept with and   |
|       |       |         |     of raw        |     adjustment in     |
|       |       |         |     materials for |     price or return   |
|       |       |         |     manufacture   |     in such products  |
|       |       |         |     of computer   |     if there is a     |
|       |       |         |     monitors.     |     shortage, defect  |
|       |       |         |                   |     or failure of any |
|       |       |         | -   CITL may      |     product produced. |
|       |       |         |     request CCSL  |                       |
|       |       |         |     to undertake  | -   CITL warrants to  |
|       |       |         |     certain       |     CCSL for one year |
|       |       |         |     treasury      |     after the         |
|       |       |         |     functions on  |     acceptance of the |
|       |       |         |     CITL’s behalf |     product.          |
|       |       |         |     and for       |                       |
|       |       |         |     CITL’s        | -   CITL appoint CCSL |
|       |       |         |     benefit.      |     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.             |
+-------+-------+---------+-------------------+-----------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 2     | Not     | -   CCU-BVI       | -   CCU-BVI may issue |
| and   | ^(nd) | spe     |     continues to  |     Purchase Order to |
| CC    | A     | cified. |     appoint CITL  |     CITL.             |
| U-BVI | ugust |         |     to            |                       |
|       | 2000  | May be  |     manufacture   | -   The purchase      |
|       |       | ter     |     computer      |     price shall not   |
|       |       | minated |     monitors for  |     be less than 94%  |
|       |       | by      |     orders it has |     of selling price  |
|       |       | giving  |     solicited     |     to CCU-BVI’s      |
|       |       | 30 days |     from its      |     customers.        |
|       |       | written |     customers.    |                       |
|       |       | notice. |                   | -   CCU-BVI reserve   |
|       |       |         | -   CITL would    |     the right to      |
|       |       |         |     like CCU-BVI  |     reject, require   |
|       |       |         |     to issue L/C  |     correction and to |
|       |       |         |     for CITL’s    |     accept with and   |
|       |       |         |     import of raw |     adjustment in     |
|       |       |         |     materials for |     price or return   |
|       |       |         |     manufacture   |     in such products  |
|       |       |         |     of computer   |     if there is a     |
|       |       |         |     monitors.     |     shortage, defect  |
|       |       |         |                   |     or failure of any |
|       |       |         | -   CITL may      |     product produced. |
|       |       |         |     request       |                       |
|       |       |         |     CCU-BVI to    | -   CITL warrants to  |
|       |       |         |     undertake     |     CCU-BVI for one   |
|       |       |         |     certain       |     year after the    |
|       |       |         |     treasury      |     acceptance of the |
|       |       |         |     functions on  |     product.          |
|       |       |         |     CITL’s behalf |                       |
|       |       |         |     and for       | -   CITL appoint      |
|       |       |         |     CITL’s        |     CCU-BVI as agent  |
|       |       |         |     benefit.      |     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     | Not     | -   CITL appoint  | -   NTC may undertake |
| and   | ^(st) | spe     |     NTC as an     |     work themselves   |
| NTC   | Ja    | cified. |     af            |     or hire outside   |
|       | nuary |         | ter-sales-service |     subcontractor(s)  |
|       | 2000  | May be  |     agent in USA  |     to do the         |
|       |       | ter     |     to rework     |     rework/repair     |
|       |       | minated |     and/or repair |     under NTC’s       |
|       |       | by      |     computer      |     supervision.      |
|       |       | giving  |     monitors      |                       |
|       |       | 30 days |     claimed by    | -   NTC will charge   |
|       |       | written |     CITL’s        |     to CITL all costs |
|       |       | notice. |     customers to  |     of rework and/or  |
|       |       |         |     be defective. |     repairs 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.        |
+-------+-------+---------+-------------------+-----------------------+

+-------+-------+---------+-------------------+-----------------------+
| Pa    | Date  | Exp     | Nature of         | Principal terms       |
| rties | of    | iration | transactions      |                       |
| inv   | con   |         |                   |                       |
| olved | tract |         |                   |                       |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 1     | Not     | -   CITL appoint  | -   CITL shall pay    |
| and   | ^(st) | spe     |     NCJ as a      |     NCJ a commission  |
| NCJ   | Ja    | cified. |     purchase      |     of not more than  |
|       | nuary |         |     agent to      |     1% of the         |
|       | 2000  | May be  |     purchase raw  |     purchase cost of  |
|       |       | ter     |     materials and |     raw materials.    |
|       |       | minated |     components in |                       |
|       |       | by      |     Japan for     | -   NCJ may undertake |
|       |       | giving  |     production of |     work themselves   |
|       |       | 30 days |     computer      |     or hire outside   |
|       |       | written |     monitors as   |     subcontractor(s)  |
|       |       | notice. |     CITL may      |     to do the         |
|       |       |         |     require.      |     rework/repair     |
|       |       |         |                   |     under NCJ’s       |
|       |       |         | -   CITL appoint  |     supervision       |
|       |       |         |     NCJ as an     |                       |
|       |       |         |     af            | -   NCJ will charge   |
|       |       |         | ter-sales-service |     to CITL all costs |
|       |       |         |     agent in      |     of rework and/or  |
|       |       |         |     Japan to      |     repairs from      |
|       |       |         |     rework and/or |     CITL’s customer’s |
|       |       |         |     repair        |     facilities and    |
|       |       |         |     computer      |     other costs       |
|       |       |         |     monitors      |     associated with   |
|       |       |         |     claimed by    |     replacing or      |
|       |       |         |     CITL’s        |     repairing the     |
|       |       |         |     customers to  |     products.         |
|       |       |         |     be defective. |                       |
|       |       |         |                   | -   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.            |
+-------+-------+---------+-------------------+-----------------------+
| CITL  | 31    | Not     | -   CITL is       | -   CITL shall pay    |
| and   | ^(st) | spe     |     desirous of   |     interest during   |
| ACGL  | Dec   | cified. |     obtaining a   |     its term shall be |
|       | ember |         |     revolving     |     2% above prime    |
|       | 2001  |         |     loan facility |     rate as from time |
|       |       |         |     in the amount |     to time announced |
|       |       |         |     of            |     by the Bank in    |
|       |       |         |     US$80,000,000 |     Hong Kong as its  |
|       |       |         |     from ACGL to  |     prime rate for    |
|       |       |         |     finance its   |     United States     |
|       |       |         |     business      |     Dollars.          |
|       |       |         |     operations    |                       |
|       |       |         |                   | -   CITL supply       |
|       |       |         | -   ACGL advanced |     machinery         |
|       |       |         |     to CITL       |     mortgage          |
|       |       |         |     various sums  |     agreement and     |
|       |       |         |     amounting to  |     assignment of     |
|       |       |         |     US$21,463,000 |     bank account      |
|       |       |         |     between       |     agreement.        |
|       |       |         |     September     |     Acknowledgements  |
|       |       |         |     4,2001 to     |     and consents have |
|       |       |         |     December      |     been obtained     |
|       |       |         |     31,2001.      |     from the parties  |
|       |       |         |                   |     from whom the     |
|       |       |         |                   |     receivables are   |
|       |       |         |                   |     due and from the  |
|       |       |         |                   |     bank respectively |
|       |       |         |                   |     and the pledge of |
|       |       |         |                   |     inventory         |
|       |       |         |                   |     agreement         |
|       |       |         |                   |     possession and    |
|       |       |         |                   |     control of        |
|       |       |         |                   |     inventory have    |
|       |       |         |                   |     been delivered to |
|       |       |         |                   |     ACGL.             |
+-------+-------+---------+-------------------+-----------------------+