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                                                                     EXHIBIT 2.1

EXECUTION COPY

                            ASSET PURCHASE AGREEMENT

            THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May
17, 2004, by and among Amkor Technology Singapore Pte. Ltd., a Singapore
corporation ("BUYER"), and IBM Singapore Pte Ltd, a Singapore corporation
("SELLER"; "IBM").

                              W I T N E S S E T H:

            WHEREAS, Seller wishes to sell certain semiconductor module test
assets; and

            WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to
sell to Buyer, the Transferred Assets (as defined below) for the purchase price
and subject to the terms and conditions hereinafter set forth; and

            NOW, THEREFORE, in consideration of the premises set forth above and
the respective covenants, agreements, representations and warranties hereinafter
set forth, Buyer and Seller hereby agree as follows:

                                  DEFINITIONS.

            CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings specified below:

            "AFFILIATE" shall mean, as to any Person, any other Person or entity
that is controlling, controlled by or under common control with such Person or
entity.

            "ALLOCATION STATEMENTS" shall have the meaning set forth in
Section 3.1.
            "ASSUMED LIABILITIES" shall have the meaning set forth in
Section 1.4.

            "ASSUMPTION AGREEMENT" shall mean the Assignment and Assumption
Agreement in the form set out in Exhibit A to be entered into by the Parties on
the Closing Date and by which Buyer assumes the Assumed Liabilities.

            "BUSINESS DAY" shall mean a day (other than Saturday or Sunday or a
gazetted public holiday in Singapore and New York) on which commercial banks are
open for business in Singapore and New York.

            "BURDENSOME CONDITION" shall mean any action taken, or credibly
threatened, by or before any Governmental Authority or other Person to challenge
the legality of the transactions contemplated by the Operative Agreements or
that would otherwise deprive a Party of the material benefit of any such
transaction, including (i) the pendency of an investigation by a Governmental
Authority (formal or informal), (ii) the institution of any litigation, or
threat thereof, (iii) an order by a Governmental Authority of competent
jurisdiction preventing consummation of the transactions contemplated by

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the Operative Agreements or placing material conditions or limitations upon such
consummation, or (iv) the issuance of any subpoena, civil investigative demand
or other request for documents or information relating to such transactions that
is unreasonably burdensome in the reasonable judgment of the applicable Person.

            "CONTRACT" shall mean any written and signed agreement, contract,
commitment, instrument, document, certificate or other written and signed
binding arrangement or understanding (each, including all amendments thereto).

            "CLOSING" shall have the meaning set forth in Section 2.1.

            "CLOSING DATE" shall have the meaning set forth in Section 2.1.

            "CLOSING STATEMENT" shall have the meaning set forth in Section 2.3.

            "CODE" shall have the meaning set forth in Section 3.1.

            "CONFIDENTIALITY AGREEMENT" shall mean the confidentiality agreement
between Amkor Technology, Inc. and International Business Machines Corporation,
dated October 17,2003.

            "DATE OF EXECUTION" shall mean the date this Agreement and the other
Operative Agreements identified for signature on that date are signed.

            "DISCLOSURE SCHEDULE" shall have the meaning set forth in Article VI
hereto.
            "EMPLOYEES" shall have the meaning set forth in Section 4.2.

            "EXCLUDED ASSETS" shall mean (i) such items of tangible personal
property as are listed on the sub-schedules to Schedule 1.2, subject to the
Closing Statement adjustments described in Section 2.3, as the same may be
depleted or augmented prior to the Closing Date while being managed in the
ordinary course of business,(ii) all Contracts among Seller and/or its
Affiliates, (iii) all customer Contracts (other than customer Contracts, if any,
which form part of the Assumed Liabilities), (iv) all software and intangible
property (other than any software transferred pursuant to Section 4.3), (v) all
interests of Seller in real property, (vi) all accounts receivable in respect of
goods or services to the extent shipped or provided by Seller or Seller's
Affiliates, directly or indirectly, prior to the end of the Closing Date, and
(vii) such tangible personal property that is deemed to be an Excluded Asset
pursuant to the procedure set forth in Section 1.2A.

            "FIXED TERM HIRES" shall have the meaning set forth in Section 4.2.

            "GOVERNMENTAL ACTIONS" shall mean any authorizations, consents,
approvals, waivers, exceptions, variances, franchises, permissions, permits, and
licenses of, and filings and declarations with, Governmental Authorities.

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      1.2. EXCLUDED ASSETS. Notwithstanding anything to the contrary in this
Agreement, the Excluded Assets will be retained by Seller and are excluded from
the Transferred Assets. All intellectual property matters are addressed
exclusively in the Intellectual Property Agreements, and no intellectual
property matters are included in the subject matter of this Agreement, other
than the shrink-wrap and other software as set forth in Section 4.3.

      1.2A. OTHER TANGIBLE PERSONAL PROPERTY; CONTRACTS. If, within fifteen (15)
months after the Closing Date, the Parties discover tangible personal property
at the Premises that is not contained on Schedule 1.1 or Schedule 1.2,
respectively or mutually determine that certain material Contracts (other than
any Contracts regarding intellectual property matters) were mistakenly omitted
from Schedule 1.4 (and such tangible personal property or material Contracts do
not otherwise constitute Excluded Assets or Assumed Liabilities, respectively),
then the Parties shall work in good faith to resolve such omission. With respect
to tangible personal property, if the Parties cannot resolve such matter, it
shall be resolved as follows: (1) If, prior to the Closing Date, such property
was primarily utilized by the module test activities at the Premises, then such
property shall be a Transferred Asset; and (2) If, prior to the Closing Date,
such property was not primarily utilized by the module test activities at the
Premises, then such property shall be an Excluded Asset. Following the date that
is fifteen (15) months after the Closing Date, any tangible personal property
not contained on Schedule 1.1 or Schedule 1.2, or allocated as described in the
preceding sentence, shall be assumed to be a Transferred Asset if in the
possession of Buyer and an Excluded Asset if in possession of Seller.

      1.3. CONSIDERATION, (a) The Purchase Price to be paid by Buyer to Seller
for the Transferred Assets and the Assumed Liabilities (the "PURCHASE PRICE")
shall be twenty-three million United States Dollars (US$23,000,000). Therefore,
on or before November 30, 2004, Buyer shall pay to Seller such amount by
electronic funds transfer, in immediately available funds in U.S. Dollars, to
the following account:

      Account         :       IBM Singapore Pte Ltd
      Bank            :       Citibank N.A., Singapore
      Account #       :       0-011237-053
      SWIFT           :       CITISGSG
      Bank Address    :       3 Temasek Avenue
                              #14-00 Centennial Tower
                              Singapore 039190

      1.4. ASSUMED LIABILITIES. Upon the terms and subject to the conditions
hereof, as of the Closing, Seller or Seller's Affiliates, if applicable, will
assign and transfer to Buyer, and Buyer will assume the commitments, liabilities
and obligations of Seller listed on Schedule 1.4, (together the "ASSUMED
LIABILITIES") including listed Contracts and the liabilities set forth on
Schedules 1.4 A and 1.4.B pursuant to an Assumption Agreement in the form
attached as Exhibit A. Unless described on Schedule 1.4B, Buyer is not assuming
and undertaking, and Seller shall remain liable for, any obligations or
liabilities of Seller, contingent or otherwise, whenever asserted, relating to
periods on or prior to

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the Closing Date, or work performed during such periods and such obligations and
liabilities are specifically excluded from the Assumed Liabilities. Without
limiting the generality of the foregoing, except for the Assumed Liabilities or
as provided in the Operative Agreements, Buyer is not assuming or undertaking
any obligations or liabilities of Seller to any assets or Contracts which are
not included in the Transferred Assets or the Assumed Liabilities.
Notwithstanding anything to the contrary, the Assumed Liabilities do not include
Excluded Assets or any obligations or liabilities relating to or in respect of
any Excluded Assets. In addition, except as set forth in the Operative
Agreements, Buyer shall not assume any liabilities of Seller whether accrued,
absolute or contingent, recorded or unrecorded or otherwise, and the Seller
shall be responsible for, all accounts due and payable, accrued expenses, and
taxes that relate to the period on or prior to the Closing Date, including, but
not limited to the foregoing and all liabilities and obligations of Seller with
respect to current or former employees, directors and independent contractors of
Seller on or prior to the Closing Date.

                              ARTICLE II. CLOSING.

      2.1. CLOSING DATE. Subject to the conditions set forth in Articles VII and
VIII, the closing of the transaction provided for in this Agreement (the
"CLOSING") shall take place at the East Fishkill offices of Seller's Affiliate,
International Business Machines Corporation, within five (5) Business Days after
the satisfaction or waiver of the conditions set forth in Articles VII and VIII
occurs, or at such other time or on such other day as may be agreed by Seller
and Buyer (the "CLOSING DATE"). The Parties intend that the Closing Date be on
or before May 31, 2004. All transactions provided for herein are to occur on and
as of the Closing Date and shall be deemed to have occurred simultaneously and
the Closing shall be deemed complete at 11:59:59 pm Singapore time on the
Closing Date. In the event that Closing shall not take place due to any failure
to satisfy any or all the conditions precedent mentioned in Article VII or
Article VIII, this Agreement shall ipso facto cease and all parties hereto shall
have no claims against each other.

      2.2. CLOSING. (a) On Closing, Seller shall (i) make the Transferred Assets
available to Buyer at the Premises and (ii) execute such conveyances, transfers,
assignments, and documents of title that are listed and attached as Schedule
2.2(a)l or as the Parties may otherwise agree and such consents and licenses
that are listed and attached as Schedule 2.2(a)2 or as the Parties may otherwise
agree. Title to the Transferred Assets shall pass to Buyer and Buyer's
assumption of the Assumed Liabilities shall occur at the Closing;

      (b) At 11:59:59 pm Singapore time on the Closing Date, and to the extent
that they are transferable by Seller, Seller hereby assigns any and all
manufacturer's warranties, conditions, guarantees or indemnities relating to the
Transferred Assets, provided that such warranties, conditions, guarantees or
indemnities are transferable hereunder without further expenditure by Seller and
without additional assistance by Seller. For the avoidance of doubt, no such
transfer shall constitute a transfer of any of

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Seller's obligations or liabilities under any relevant Seller Contracts unless
such Seller Contracts are Assumed Liabilities.

      2.3. CLOSING STATEMENT. At the Closing, Seller will prepare and deliver to
Buyer a closing statement for the physical assets that constitute the
Transferred Assets (the "CLOSING STATEMENT"), as of the Closing Date. The
purpose of the Closing Statement is to correctly reflect any changes in the
listing of the physical assets that constitute the Transferred Assets, between
the Date of Execution and the Closing which occurred in the ordinary course of
business. The Closing Statement shall become final and binding upon the Parties
unless Buyer gives written notice of its disagreement of such items included on
or excluded from the Closing Statement within fifteen (15) days following
Buyer's receipt of the Closing Statement. Any such notice shall specify in
reasonable detail the nature of any disagreement so asserted.

                            ARTICLE III. TAX MATTERS.

      3.1. ALLOCATION OF PURCHASE PRICE. Within thirty (30) days of the Closing
Date, Buyer shall prepare an allocation of the Purchase Price, allocating the
total of the Purchase Price (and other payments properly treated as additional
Purchase Price for Tax purposes) to the different Transferred Assets and the
Assumed Liabilities pursuant to Section 1060 of the United States Internal
Revenue Code of 1986, as amended, and the United States Treasury Regulations
promulgated thereunder (hereinafter, the "CODE") (the "ALLOCATION STATEMENTS")
and provide Seller with the Allocation Statements and all supporting
documentation for Seller's review and consent, which will not be unreasonably
withheld.

      Buyer and Seller shall each file all income, franchise and other Tax
Returns (as defined below), and execute such other documents as may be required
by any Governmental Authority, in a manner consistent with the Allocation
Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code
based on the Allocation Statements and deliver such form and all documentation
used in the preparation and support of such Allocation Statements and form
(including, but not limited to, appraisals) to the Seller within 30 days after
finalizing of the Allocation Statements. The Buyer and the Seller agree to file
such form with each relevant taxing authority and to refrain from taking any
position inconsistent with such form or Allocation Statements.

      3.2. FILING OF RETURNS AND PAYMENT OF TAXES. Seller shall prepare and
file, or cause to be prepared and filed, with the appropriate authorities all
Tax returns, reports and forms (herein "TAX RETURNS") and shall pay, or cause to
be paid, when due all Taxes relating to the Transferred Assets and the Assumed
Liabilities attributable to any taxable period which ends on or prior to the
Closing Date (herein "PRE-CLOSING TAX PERIOD"). Buyer shall prepare and file, or
cause to be prepared and filed, with the appropriate authorities all Tax
Returns, and shall pay, or cause to be paid, when due all Taxes relating to the
Transferred Assets and the Assumed Liabilities attributable to taxable periods
which are not part of the Pre-Closing Tax Period. If, in order to properly
prepare its Tax Returns required to be filed with Governmental Authorities, it
is necessary that a party be

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furnished with additional information, documents or records relating to the
Transferred Assets and the Assumed Liabilities, both Seller and Buyer agree to
use reasonable efforts to furnish or make available such existing,
non-privileged information at the recipient's request, cost and expense
provided, however, that no party shall be entitled to review or examine the Tax
Returns of any other party.

For purposes of this Section 3.2, in the case of any Taxable period that
includes (but does not end on) the Closing Date (a "STRADDLE PERIOD"), the Taxes
for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax
Period ended as of the close of business on the Closing Date and the amount of
Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall
be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the
Taxes for the Pre-Closing Tax Period.

      3.3. REFUNDS AND CREDITS. Any refunds and credits attributable to the Pre-
Closing Tax Period shall be for the account of the Seller.

      3.4. TRANSFER TAXES. All transfer, documentary, sales, use, registration,
value- added, stamp duty, goods and services, real estate transfer, and any
similar taxes and related fees (including interest, penalties and additions to
tax) incurred in connection with this Agreement, the other Operative Agreements
and the transactions contemplated hereby and thereby shall be borne by Buyer, in
addition to the consideration provided for in Section 1.3. To the extent
permitted by applicable law, Buyer and Seller shall cooperate with each other to
obtain exemptions from such taxes, provided that neither party shall be
obligated to seek any exemption that could reasonably be expected to result in
any governmental audit of its books and records.

      3.5. TAX DEFINITIONS. For purposes of this Agreement, "TAX" or "TAXES"
shall mean all taxes, imposts, duties, withholdings, charges, fees, levies, or
other assessments imposed by any governmental or taxing authority, whether
domestic or foreign, (including but not limited to, income, excise, property,
sales, use, transfer, conveyance, payroll or other employment related tax,
license, registration, ad valorem, value added, withholding, social security,
national insurance (or other similar contributions or payments), franchise,
estimated severance, stamp taxes, taxes based upon or measured by capital stock,
net worth or gross receipts and other taxes) together with all interest, fines,
penalties and additions attributable to or imposed with respect to such amounts
and any obligations under any agreement or arrangements with any Person with
respect to such amounts.

                        ARTICLE IV ADDITIONAL AGREEMENTS.

      4.1. CONSENTS, NOVATIONS AND SUBCONTRACTED WORK. Buyer and Seller shall
use reasonable efforts to obtain, as soon as practicable, all requisite consents
to transfers, assignments and novations, as the case may be, of all of the
Transferred Assets and the Assumed Liabilities. Buyer shall cooperate with
Seller (including, where necessary, entering into appropriate instruments of
assumption as shall be agreed upon) to have Seller released from all liability
(other than any liabilities arising prior to the Closing

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Date) to third parties with respect to the Assumed Liabilities, and the Parties
will each solicit such releases concurrently, in a manner acceptable to the
Parties, with the solicitation of consents from third parties to the transfer,
assignment and novation of the Transferred Assets and the Assumed Liabilities;
provided, that neither Party shall be required to grant any additional
consideration to any third party in order to obtain any such consent, novation,
assumption or release. With respect to any Assumed Liabilities for which Seller
has any secondary liability to third parties, Buyer shall provide Seller
reasonable access and information in order for Seller to ascertain continuing
compliance by Buyer with all contract terms and conditions applicable thereto.
The material consents to assignments or novations identified by the Parties as
of the Date of Execution, if any, are listed on Schedule 4.1. If any such
required consents and novations cannot be secured without the incurring of any
significant additional costs, where additional action is deemed necessary by the
Parties, the Parties hereby agree to proceed with respect to the underlying
rights and obligations as shall permit Buyer to perform the obligations of
Seller thereunder, as a subcontractor or otherwise, and Buyer to obtain the
benefit thereof and to the use of the Transferred Assets (the "SUBCONTRACTED
WORK"); and until the requisite consents and novations are obtained, such
obligations will not be deemed to be included in the Assumed Liabilities and
nothing contained herein will be deemed to constitute a breach of the contract
underlying such rights and obligations. Buyer agrees to diligently perform and
discharge the obligations of Seller in connection with the Subcontracted Work
directly, or indirectly through Seller, as applicable; and to the extent that
consents to assignment and novation are obtained after the Closing, the Parties
agree that such obligations will no longer be considered to be Subcontracted
Work at such time, but will instead be deemed to be Assumed Liabilities for all
purposes of this Agreement.

      4.2. EMPLOYEES AND EMPLOYEE BENEFITS, (a) Schedule 4.2.(a)(l) contains a
list of the regular employees employed by Seller as of the date hereof in
connection with the Transferred Assets (including active employees and employees
who are on leave of absence or sick leave) (the "REGULAR EMPLOYEES") and
Schedule 4.2.(a)(2) contains a list of the fixed term hires temporarily employed
by Seller as of the date hereof in connection with the Transferred Assets (the
"FIXED TERM HIRES", and together with the Regular Employees, the "EMPLOYEES").
These schedules will be updated immediately prior to the Closing to reflect
changes in that population occurring in the ordinary course between the Date of
Execution and the Closing. Buyer shall make employment offers to the Regular
Employees in accordance with section 4.2(b). The Regular Employees who shall
have received employment offers from Buyer and who begin their employment with
Buyer shall be employed by Buyer in accordance with the terms and conditions set
forth in subsections 4.2(b), 4.2(c), 4.2(d) and 4.2(e) below. Fixed Term Hires
who receive employment offers from Buyer and who begin their employment with
Buyer shall be employed by Buyer in accordance with the terms and conditions set
forth in subsection 4.2(h) below.

      (b) Effective upon the Closing, Buyer agrees that it will employ the
Regular Employees in the same positions and at the same salaries and variable
pay earnings opportunity and substantially the same terms and conditions,
including benefit plans, as

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those in effect immediately prior to the Closing. In addition, Buyer shall grant
stock options to Employees in amounts that Buyer and Seller deem commercially
reasonable. Prior periods of employment with the Seller (herein "SERVICE
CREDIT") will be considered as employment with the Buyer for all employment
purposes with the Buyer including the calculation of severance pay, seniority
and benefits eligibility. Vacation service credit with the Seller will be
counted as vacation service credit with the Buyer. Buyer has summarized its
planned employment terms and benefit plans for the Regular Employees in Schedule
4.2(b). Buyer shall implement the following severance pay practice for the
Regular Employees: if, within the first twelve (12) months after Closing, a
Regular Employee is involuntarily severed without cause from full time
employment with Buyer, such Regular Employee shall receive from Buyer one (1)
month of severance pay for each one (1) year of service, provided that the
Regular Employee has three (3) or more years service, with a maximum of six (6)
month's severance pay. Regular Employees with less than three (3) years of
service, shall receive from Buyer a flat severance payment of (2) weeks of base
salary. As applicable, each month of severance pay will be an amount equal to
the Regular Employee's monthly base salary and each week of severance pay will
be an amount equal to the Regular Employee's weekly base salary. For one year
from the Closing Date, Buyer agrees that it will not change this severance pay
practice as applied to the Regular Employees. Buyer agrees to use reasonable
efforts to obtain a general release from such severed Regular Employees which
includes Seller and its Subsidiaries and Affiliates, as a condition of such
severance pay. Nothing contained in this Agreement shall be construed to in any
way limit or prevent Buyer from terminating any Regular Employee at any time for
cause or for reasons related to poor performance or conditions of employment.
For the purposes of this paragraph, "CAUSE" shall mean the determinations of the
applicable courts, under the applicable common law and statutes, as 'cause' in
such employment termination cases.

      (c) Seller shall be responsible for all liabilities, salaries, employer
benefit plan contributions and similar employer obligations for the pre-Closing
period for all Employees. Buyer shall be responsible as of Closing for all
liabilities, salaries, employer benefit plan contributions and similar employer
obligations for the post-Closing period for all Regular Employees. Upon
separation from Seller, Employees will be paid by Seller for vacation accrued,
plus previously deferred vacation, less vacation taken.

      (d) Buyer shall be responsible for liabilities with respect to the
termination of any Regular Employees by Buyer after the Closing, including
without limitation, health care continuation coverage with respect to plans
established or maintained by Buyer after the Closing, and damages or settlements
arising out of any claims of wrongful or illegal termination, and for complying
with the requirements of all applicable laws with respect to any such
termination.

      (e) Buyer agrees that, for a period of two years from the Closing Date, it
will not, directly or indirectly, solicit for employment any employee, other
than Employees, of Seller in Singapore or with whom Buyer had contact in
connection with this transaction (so long as such person is employed by Seller).

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      (f) Seller agrees that, for a period of two years from the Closing Date,
it will not, directly or indirectly, solicit for employment any employee listed
on Schedule 4.2(a)(l) and Schedule 4.2 (a)(2) (so long as such person is
employed by Buyer).

      (g) Nothing in Section 4.2 (e) or Section 4.2(f) above shall restrict
general solicitations for employment or the right of any employee of one Party,
on that employee's own initiative or in response to general solicitations, to
seek employment from the other Party.

      (h) Effective upon the Closing, Buyer will employ each Fixed Term Hire as
either a temporary or regular employee of Buyer, or will enter into a contractor
relationship with any such Fixed Term Hire, in each instance as Buyer may
determine in its own discretion. The terms and conditions of any such
relationship between Buyer and a Fixed Term Hire shall be as determined by
Buyer. Prior periods of a Fixed Term Hire's employment with Seller will not be
considered as employment with Buyer for any purpose. Buyer shall have no
responsibility for any liabilities, salaries, benefits, or similar employer
obligations accruing to the Fixed Term Hires as a result of their employment
with Seller. Nothing contained in this Agreement shall be construed in any way
to limit or prevent Buyer from terminating any Fixed Term Hire at any time for
any reason.

      (i) For ninety (90) days from the Date of Execution, Seller shall, to the
extent it deems commercially reasonable, assist Buyer in making applications for
work permits or employment passes for Employees, including providing any
information reasonably requested by Buyer or any relevant government or other
authorities.

      (j) After the Closing, Seller shall, to the extent permitted by applicable
law and subject to any confidentiality obligations, provide to the Buyer such
information regarding the Employees that is contained in the Seller's records
and is relevant to the period of Employees' employment with Seller.

      4.3. SHRINK-WRAP AND OTHER SOFTWARE. Seller shall transfer at Closing, to
the extent it has the legal right to do so and subject to the applicable license
agreements with the licensors, its royalty-free usage rights to the shrink-wrap
personal computer software (also known as conditions-of-use software) being used
in its ordinary course of business as of the Date of Execution on the personal
computers that are Transferred Assets. Seller further agrees to transfer at
Closing, to the extent it has the legal right to do so and subject to the
applicable license agreements with the licensors, its royalty-free usage rights
to all upgrades and updates to the shrink-wrap personal computer software that
are in Seller's possession and being used on the personal computers that are
Transferred Assets as of the Closing Date. If such software copyrights are owned
by Seller, Seller's license terms and conditions continue to apply. However, no
software rights are being transferred under this Agreement that relate to public
domain software or freeware.

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Seller shall transfer at Closing, to the extent it has the legal right to do so
and subject to the applicable license agreements with the licensors, its
royalty-free usage rights to the other software being used in its ordinary
course of business as of the Date of Execution on the Transferred Assets,
provided that such other software is not also used otherwise by Seller or its
Affiliates. Seller further agrees to transfer at Closing, to the extent it has
the legal right to do so and subject to the applicable license agreements with
the licensors, its royalty-free usage rights to all upgrades and updates to such
other software that are in Seller's possession and being used on the Transferred
Assets as of the Closing Date. If such software copyrights are owned by Seller,
Seller's license terms and conditions continue to apply. However, no software
rights are being transferred under this Agreement that relate to public domain
software or freeware.

Notwithstanding anything else in this Agreement, Buyer acknowledges that certain
licenses for shrink-wrap personal computer software and other software used on,
or contained within, Transferred Assets are not assignable by Seller and that
Buyer may have to independently obtain licenses for such software. Buyer further
acknowledges that additional software license fees may be required for Buyer's
use of such software if such software copyrights are owned by third parties or
Affiliates of Seller and Buyer agrees to bear such fees.

      4.4. FURTHER ACTION. Each of the Parties agrees to execute and deliver,
or, if applicable, to cause its Affiliates to execute and deliver, after the
Closing Date such other documents, certificates, agreements and other writings
and to take such other commercially reasonable actions as may be necessary or
desirable, in the opinion of both Parties' counsel, in order to consummate or
implement expeditiously the transactions contemplated under this Agreement.

      4.5. DISCHARGE OF ASSUMED LIABILITIES. Buyer shall discharge the Assumed
Liabilities on a timely basis and in accordance with their terms and Buyer
agrees that Seller shall have no liability for any failure of Buyer to discharge
the Assumed Liabilities in accordance with their terms.

      4.6. POST-CLOSING PAYMENTS. The Parties acknowledge that, after the
Closing Date, Seller may make payments to third parties on behalf of Buyer
associated with certain Transferred Assets and Assumed Liabilities. Buyer agrees
to reimburse Seller for such payments, to the extent that they relate to the
period after the Closing, promptly upon receipt of an invoice from Seller.
Seller shall invoice Buyer monthly on the fifteenth (15th) day of each month. If
Buyer disputes such invoice on the basis that such payment did not relate to the
Transferred Assets or the Assumed Liabilities for any period after the Closing,
Buyer shall, within fourteen (14) calendar days of receiving such invoice, give
notice to Seller of such dispute and the Parties shall act in good faith to
immediately resolve such dispute. All amounts payable by Buyer to Seller
pursuant to this Section 4.6, shall be paid in immediately available funds in
U.S. dollars to Seller's account set forth in Section 1.3.

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      4.7. LICENSES AND PERMITS. Buyer must seek a regulatory or other permitted
transfer of, or obtain through separate application for itself, any applicable
licenses and permits, including environmental licenses and permits, which are
required for Buyer's operation or ownership of the Transferred Assets. For
ninety (90) days from the Date of Execution, Seller will, to the extent that
Seller deems commercially reasonable, assist Buyer in such matters.

               ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

      As of the Date of Execution and as of the Closing Date, Buyer hereby
represents and warrants to Seller as follows:

      5.1. INCORPORATION. Buyer is a corporation duly organized and validly
existing in good standing under the laws of Singapore, with all requisite
corporate power and authority to own its properties and conduct its business as
now being conducted, and is duly qualified in each jurisdiction in which its
ownership of property requires such qualification except where the failure to so
qualify would not have a material adverse effect on Buyer.

      5.2. BINDING EFFECT, AUTHORIZATION; VALIDITY OF AGREEMENT. Buyer has the
requisite corporate power and authority to execute and deliver each of the
Operative Agreements and to perform its obligations under each of the foregoing.
Each of the Operative Agreements has been duly and validly authorized, executed
and delivered by Buyer and constitutes the legal, valid and binding obligations
of Buyer in accordance with its respective terms. No other corporate actions or
proceedings on the part of Buyer are necessary to authorize the Operative
Agreements and the transactions contemplated by any of the foregoing.

      5.3. NO CONFLICT. The execution and delivery by Buyer of this Agreement
and the other Operative Agreements does not, and the performance by Buyer of its
obligations hereunder and thereunder do not and will not:

      (a) conflict with, or result in a breach of, any of the provisions of its
Memorandum and Articles of Association;

      (b) breach, violate or contravene any Governmental Rule, or create any
right of termination or acceleration or Lien, that, individually or in the
aggregate, would have a material adverse effect on (i) its authority or ability
to perform any of its obligations under this Agreement or the other Operative
Agreements or (ii) accept transfer and assignment of the Transferred Assets and
the Assumed Liabilities; or

      (c) conflict in any respect with, or result in a breach of or default
under, any Contract, license, franchise, permit or any other agreement or
instrument to which Buyer or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries or any of its or their properties may be affected or
bound that, individually or in the aggregate, would

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have a material adverse effect on (i) its authority or ability to perform its
obligations under this Agreement or the other Operative Agreements or (ii) the
Assumed Liabilities(except for agreements and instruments that require the
consent or approval of a third party after the Date of Execution and on or
before Closing, or such other date as the Parties may agree, for the
transactions contemplated by this Agreement).

      5.4. NO BROKER. Neither Buyer nor any of its Subsidiaries has engaged any
corporation, firm or other Person who is entitled to any fee or commission as a
finder or a broker in connection with the negotiation of this Agreement or the
other Operative Agreements or the consummation of the transactions contemplated
hereby and thereby, and Buyer shall be responsible for all liabilities and
claims (including costs and expenses of defending against same) arising in
connection with any claim by a finder or broker that it acted on behalf of Buyer
or any of its Subsidiaries in connection with the transactions contemplated
hereby and thereby.

      5.5. ACTIONS AND PROCEEDINGS. There are no (a) outstanding judgments,
orders, writs, injunctions or decrees of any court, Governmental Authority or
arbitration tribunal that have a material adverse effect on the Buyer's ability
to perform its obligations under the Operative Agreements; or (b) actions,
suits, claims or legal, administrative or arbitration proceedings pending or, to
the knowledge of Buyer, threatened against Buyer that have a material adverse
effect on the Buyer's ability to perform its obligations under the Operative
Agreements.

              ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF SELLER

      As of the Date of Execution and as of the Closing Date and except as set
forth on the disclosure schedule delivered by the Seller to Buyer (the
"DISCLOSURE SCHEDULE"), Seller hereby represents and warrants to Buyer as
follows:

      6.1. INCORPORATION. Seller is a duly incorporated and validly existing
corporation in good standing under the laws of Singapore, with all requisite
corporate power and authority to own its properties and conduct its business,
and is duly qualified in each jurisdiction in which its ownership of property
requires such qualification except where the failure to so qualify would not
have a material adverse effect upon the Transferred Assets.

      6.2. BINDING EFFECT; AUTHORIZATION; VALIDITY OF AGREEMENT. Seller has the
requisite corporate power and authority to execute and deliver the Operative
Agreements and to perform its obligations under each of the foregoing. Each of
the Operative Agreements has been duly and validly authorized, executed and
delivered by Seller and constitutes the legal, valid and binding obligations of
Seller in accordance with its respective terms. No other corporate actions or
proceedings on the part of Seller are necessary to authorize the Operative
Agreements and the transactions contemplated by any of the foregoing.

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      6.3. NO CONFLICT. The execution and delivery by Seller of this Agreement
and the other Operative Agreements does not, and the performance by Seller of
its obligations hereunder and thereunder do not and will not:

      (a) conflict with, or result in a breach of, any of the provisions of its
Memorandum and Articles of Association;

      (b) breach, violate or contravene any Governmental Rule or create any
right of termination or acceleration or Liens, that, individually or in the
aggregate, would have a material adverse effect on (i) its authority or ability
to perform its obligations under the Operative Agreements, or (ii) the
Transferred Assets; or

      (c) conflict in any respect with, or result in a breach of or default
under, any Contract, license, franchise, permit or any other agreement or
instrument to which Seller or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries or any of its or their properties may be affected or
bound that, individually or in the aggregate, would have a material adverse
effect on (i) its authority or ability to perform its obligations under this
Agreement or the other Operative Agreements, or (ii) the Transferred Assets
(except for agreements and instruments that require the consent or approval of a
third party after the Date of Execution and on or before Closing, or such other
date as the Parties may agree, for the transactions contemplated by this
Agreement).

      6.4. NO BROKER. Seller has engaged no corporation, firm or other Person
who is entitled to any fee or commission as a finder or a broker in connection
with the negotiation of this Agreement or the other Operative Agreements or the
consummation of the transactions contemplated hereby and thereby, and Seller
shall be responsible for all liabilities and claims (including costs and
expenses of defending against same) arising in connection with any claim by a
finder or broker that it acted on behalf of Seller in connection with the
transactions contemplated hereby.

      6.5. TITLE TO THE TRANSFERRED ASSETS. Seller or a Seller Affiliate has
good and marketable title to the Transferred Assets listed on Schedule 1.1
hereto, free and clear of any Liens, other than Permitted Liens. At Closing, all
of the Transferred Assets shall be transferred by Seller to the Buyer free and
clear of any and all Liens (other than Permitted Liens), together with any and
all consents of third parties required to transfer the Transferred Assets to the
Buyer, except where the failure to obtain such consent would not have a material
adverse effect on the Transferred Assets collectively.

      6.6. ACTIONS AND PROCEEDINGS. There are no (a) outstanding judgments,
orders, writs, injunctions or decrees of any court, Governmental Authority or
arbitration tribunal that have a material adverse effect on the Seller's ability
to perform its obligations under the Operative Agreements; or (b) actions,
suits, claims or legal, administrative or arbitration proceedings pending or, to
the knowledge of Seller, threatened against Seller that have a material adverse
effect on the Seller's ability to perform its obligations under the Operative
Agreements.

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      6.7. NO RIGHTS IN OTHERS TO TRANSFERRED ASSETS. Neither Seller nor any
Affiliate of Seller is party to any outstanding Contracts giving any Person any
present or future right to require Seller to transfer to any Person any
ownership or possessory interest in, or to grant any lien on, any of the
Transferred Assets, other than pursuant to this Agreement.

      6.8. CONTRACTS. Schedule 1.4 contains a true and complete list of all
material contracts included in the Transferred Assets and Assumed Liabilities.
Seller has performed or is performing all material obligations required to be
performed by it under such Contracts and is not (with or without notice, lapse
of time or both) in breach or default in any material respect thereunder; and,
to the knowledge of Seller, no other party to any of such Contracts is (with or
without notice or lapse of time or both) in breach or default in any material
respect thereunder.

To the Seller's knowledge, each contract set forth on Schedule 1.4 is in full
force and effect and there exists no (i) event of default under such contract by
either Seller or any other party to any such contract or (ii) event, occurrence,
condition or act (including the consummation of the transactions contemplated
hereby) which, with the giving of notice, the lapse of time or the happening of
any other event or condition, would become an event of default under such
contract by either Seller or any other party thereto.

      6.9. LICENSES AND PERMITS. Seller has all licenses and permits and other
governmental authorizations and approvals which are material to the operation of
the Transferred Assets and which are required for Seller's operation of the
Transferred Assets, except where the failure to have such licenses and permits
would not have a material adverse effect on Seller's ability to operate the
Transferred Assets.

      6.10. LABOR MATTERS. Seller is not bound by any collective bargaining or
any other type of collective labor or union agreement with respect to the
Employees and the Transferred Assets. No strike, labor suit or proceeding or
labor administrative proceeding is pending or, to Seller's knowledge, threatened
respecting the Employees.

      6.11 SELLER'S USE OF TRANSFERRED ASSETS PRIOR TO CLOSING. From the date of
this Agreement until the Closing Date, Seller will use the Transferred Assets in
the ordinary course of its module test activities at the Premises.

      6.12. WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
MADE BY SELLER IN THIS ARTICLE VI, SELLER MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, CONCERNING THE TRANSFERRED ASSETS AND ASSUMED LIABILITIES,
IT BEING SPECIFICALLY UNDERSTOOD BY BUYER THAT, EXCEPT FOR THE EXPRESS
WARRANTIES SET FORTH IN THIS ARTICLE VI, THE TRANSFERRED ASSETS AND ASSUMED
LIABILITIES ARE BEING SOLD AND TRANSFERRED "AS IS" IN ALL RESPECTS. SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS
FOR ANY PARTICULAR

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PURPOSE OF BUYER'S, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF ANY SUCH
PURPOSE.

      6.13 TAX MATTERS. Seller has timely filed within the time period for
filing or any extension granted with respect thereto, all Tax returns which it
is required to file relating or pertaining to any and all Taxes attributable to
or levied upon the Transferred Assets with respect to the Pre-Closing Tax Period
and has paid any and all Taxes it is required to pay in connection with the
taxable period to which such Tax returns relate. There are (and as of
immediately following the Closing there will be) no liens for Taxes on the
Transferred Assets, other than Permitted Liens, and no action, proceeding or, to
the knowledge of Seller, investigation has been instituted against Seller which
would give rise to any such lien, other than Permitted Liens. Seller has no
knowledge of any claims asserted or threatened with respect to any Taxes.

      6.14. COMPLIANCE WITH APPLICABLE LAWS. Except as disclosed in the
Disclosure Schedule, Seller is conducting its business relating to the
Transferred Assets and the Assumed Liabilities in material compliance with
applicable statutes, laws, ordinances, rules, orders and regulations of all
Governmental Authorities.

                 ARTICLE VII. CONDITIONS OF BUYER'S OBLIGATIONS

      The obligation of Buyer to consummate the transactions contemplated herein
is subject to the satisfaction (or waiver by Buyer) of the conditions set forth
below in this Article.

      7.1. REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Seller made in this Agreement and the other Operative Agreements shall be true
and correct in all material respects as of the date of this Agreement and as of
the Closing Date with the same effect as if made at and as of the Closing Date,
except to the extent such representations and warranties expressly relate to an
earlier time in which case such representations and warranties shall be true and
correct in all material respects as of such earlier time. Seller shall have
performed or complied with in all material respects its respective covenants,
agreements and undertakings contained in this Agreement and the other Operative
Agreements required to be performed at or prior to the Closing.

      7.2. CONSENTS, APPROVALS, AND INJUNCTIONS. Seller shall have obtained or
made all consents, approvals, orders, licenses, permits and authorizations of,
and registrations, declarations and filings with, any Governmental Authority or
any other Person required to be obtained or made by or with respect to the
transfer and sale of the Transferred Assets in connection with the execution and
delivery of this Agreement and the other Operative Agreements and the
consummation of the transactions contemplated hereby and thereby (including
without limitation, the transfer and assignment of the Transferred Assets and
the Assumed Liabilities).

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      7.3. CONSENTS, GOVERNMENTAL ACTIONS, PERMITS; BURDENSOME CONDITIONS.

      (a) All Governmental Actions set forth on Schedule 7.3(a), if any,
including the issuance or transfer of all permits or other consents of
Governmental Authorities necessary for Seller to transfer the Transferred Assets
shall (i) have been taken, given or obtained, (ii) be in full force and effect,
and (iii) not be subject to any pending proceedings or appeals, administrative,
judicial or otherwise (and the time for appeal shall have expired or, if an
appeal shall have been taken, it shall have been dismissed).

      (b) No Burdensome Condition shall exist with respect to Buyer in
connection with the transactions contemplated by the Operative Agreements.

      7.4. GOVERNMENTAL RULE. No Governmental Rule shall have been instituted,
issued or proposed to restrain, enjoin or prevent the consummation of the
transactions contemplated by this Agreement and the other Operative Agreements
or to invalidate, suspend or require modification of any material provision of
any Operative Agreement.

      7.5. OPERATIVE AGREEMENTS AND OTHER AGREEMENTS. Seller shall have entered
into each of the Operative Agreements to be executed by it and each such
Operative Agreement shall be in full force and effect without breach thereunder
by Seller. International Business Machines Corporation and Amkor Technology,
Inc. shall have entered into the Intellectual Property Agreements, "Goods
Agreement" and related "Statement of Work" and "Attachments" to such "Statement
of Work", and each such agreement shall be in full force and effect without
breach thereunder by International Business Machines Corporation. IBM
Interconnect Packaging Solutions (Shanghai) Co., Ltd. and Amkor Assembly & Test
(Shanghai) Co., Ltd. shall have entered into the "Asset Purchase Agreement",
including its related "Assignment and Assumption Agreement", and each such
agreement shall be in full force and effect without breach thereunder by IBM
Interconnect Packaging Solutions (Shanghai) Co., Ltd. Shanghai Waigaoqiao Free
Trade Zone, Xin Development Co., Ltd. and Amkor Assembly & Test (Shanghai) Co.,
Ltd. shall have entered into a real estate sales contract with respect to the
premises leased by IBM Interconnect Packaging Solutions (Shanghai) Co., Ltd. and
such agreement shall be in full force and effect without breach thereunder
by Shanghai Waigaoqiao Free Trade Zone, Xin Development Co., Ltd. Shanghai
Waigaoqiao Free Trade Zone, Xin Development Co., Ltd. and IBM Interconnect
Packaging Solutions (Shanghai) Co., Ltd. shall have entered into the "Lease
Modification and Termination Agreement" and such agreement shall be in full
force and effect without breach thereunder by either party thereto. Amkor
Assembly & Test (Shanghai) Co., Ltd. and IBM Interconnect Packaging Solutions
(Shanghai) Co., Ltd. shall have entered into the "Real Estate Property and
License Agreement" (including attached form of sublease) and such agreement
shall be in full force and effect without breach thereunder by IBM Interconnect
Packaging Solutions (Shanghai) Co., Ltd. Buyer and Seller shall have entered
into the "Transition Services Agreement" and such agreement shall be in full
force and effect without breach thereunder by Seller.

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      7.6. INJUNCTIONS, ORDERS. (a) No injunction, order or decree of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit,
claim, proceeding or investigation shall be pending or threatened by or before
any Governmental Authority as of the Closing, which would restrain, prohibit or
make unlawful the transfer to, and the ownership and operation by Buyer of the
Transferred Assets or the assumption by Buyer of the Assumed Liabilities or
invalidate or suspend any provision of the Operative Agreements in any material
respect.

      (b) No action or proceeding challenging the transactions or any provision
of this Agreement or the other Operative Agreements in any material respect
shall be pending or threatened against any party.

      7.7. CLOSING DOCUMENTS. Seller shall have delivered to Buyer the following
documents:

      (a) a certificate of a duly authorized officer of Seller, dated as of the
Closing Date, to the effect that the representations and warranties of Seller in
this Agreement are true and correct in all material respects (save as disclosed
or qualified in the Disclosure Schedule) and that all actions required to be
taken by Seller prior to the Closing have been duly taken;

      (b) a certificate of a director or the secretary or assistant secretary of
Seller, dated the Closing Date, as to the continued existence of Seller and
certifying the authorization of the execution of the certificate described in
Section 7.7(a) and the execution, delivery and performance of the Operative
Agreements; and

      (c) Copies of such Seller Benefit Plan's applicable to the Regular
          Employees (or, where applicable, a description thereof) as Buyer
          requests.

      7.8. NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change to the Transferred Assets since the Date of Execution.

      7.9 CONDITION OF ASSETS. To a material extent, the Transferred Assets
shall not have been damaged or destroyed, prior to the Closing Date, by fire or
other casualty, whether or not fully covered by insurance.

                ARTICLE VIII. CONDITIONS TO SELLER'S OBLIGATIONS.

      The obligations of Seller to consummate the transactions contemplated
herein shall be subject to the satisfaction (or waiver by Seller) of the
conditions set forth below in this Article.

      8.1 RECEIPT OF PARENT GUARANTY FOR THE PURCHASE PRICE AND SECURITY FOR THE
PURCHASE PRICE The receipt by Seller of (i) a parent guaranty, in a form
satisfactory

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to Seller, issued by Amkor Technology, Inc. ("Buyer's Parent") for the Purchase
Price, and (ii) a debenture, in a form satisfactory to the Seller, executed by
Buyerand relating to the Transferred Assets, as security for Buyer's obligation
under Section 1.3 (Consideration) ("Debenture"), and compliance by Buyer's
Parent and Buyer, as applicable, with the conditions to Closing set out in the
parent guaranty and the Debenture.

      8.2. REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Buyer made in this Agreement and the other Operative Agreements shall be true
and correct in all material respects as of the date of this Agreement and as of
the Closing Date with the same effect as if made at and as of the Closing Date,
except to the extent such representations and warranties expressly relate to an
earlier time in which case such representations and warranties shall be true and
correct in all material respects as of such earlier time. Buyer shall have
performed or complied with in all material respects its respective covenants,
agreements and undertakings contained in this Agreement and the other Operative
Agreements required to be performed at or prior to the Closing.

      8.3. CONSENTS, APPROVALS AND INJUNCTIONS. (a) Buyer shall have obtained or
made all consents, orders, approvals, licenses, permits and authorizations of,
and registrations, declarations and filings with, any Governmental Authority or
any other Person required to be obtained or made by or with respect to Buyer in
connection with the execution and delivery of this Agreement and the other
Operative Agreements, and the consummation of the transactions contemplated
hereby and thereby (including without limitation, the ownership and operation of
the Transferred Assets and the assumption of the Assumed Liabilities).

      8.4. CONSENTS, GOVERNMENTAL ACTIONS, PERMITS; BURDENSOME CONDITIONS.

      (a) All Governmental Actions set forth on Schedule 7.3(a), if any,
including the issuance or transfer of all permits or other consents of
Governmental Authorities necessary for Buyer to receive the Transferred Assets
shall (i) have been taken, given or obtained, (ii) be in full force and effect,
and (iii) not be subject to any pending proceedings or appeals, administrative,
judicial or otherwise (and the time for appeal shall have expired or, if an
appeal shall have been taken, it shall have been dismissed).

      (b) No Burdensome Condition shall exist with respect to Seller in
connection with the transactions contemplated by the Operative Agreements.

      8.5. GOVERNMENTAL RULE. No Governmental Rule shall have been instituted,
issued or proposed to restrain, enjoin or prevent the consummation of the
transactions contemplated by this Agreement and the other Operative Agreements
or to invalidate, suspend or require modification of any material provision of
any Operative Agreement.

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      8.6. OPERATIVE AGREEMENTS AND OTHER AGREEMENTS. Buyer shall have entered
into each of the Operative Agreements to be executed by it and each such
Operative Agreement shall be in full force and effect without breach thereunder
by Buyer.

Amkor Technology, Inc. and International Business Machines Corporation shall
have entered into the Intellectual Property Agreements, "Goods Agreement" and
related "Statement of Work" and "Attachments" to such "Statement of Work", and
each such agreement shall be in full force and effect without breach thereunder
by Amkor Technology, Inc. Amkor Assembly & Test (Shanghai) Co., Ltd. and IBM
Interconnect Packaging Solutions (Shanghai) Co., Ltd. shall have entered into
the "Asset Purchase Agreement", including its related "Assignment and Assumption
Agreement", and each such agreement shall be in full force and effect without
breach thereunder by Amkor Assembly & Test (Shanghai) Co., Ltd. Shanghai
Waigaoqiao Free Trade Zone, Xin Development Co., Ltd. and Amkor Assembly & Test
(Shanghai) Co., Ltd. shall have entered into a real estate sales contract with
respect to the premises leased by IBM Interconnect Packaging Solutions
(Shanghai) Co., Ltd. and such agreement shall be in full force and effect
without breach thereunder by either party thereto. Shanghai Waigaoqiao Free
Trade Zone, Xin Development Co., Ltd. and IBM Interconnect Packaging Solutions
(Shanghai) Co., Ltd. shall have entered into the "Lease Modification and
Termination Agreement" and such agreement shall be in full force and effect
without breach thereunder by Shanghai Waigaoqiao Free Trade Zone, Xin
Development Co., Ltd. Amkor Assembly & Test (Shanghai) Co., Ltd. and IBM
Interconnect Packaging Solutions (Shanghai) Co., Ltd. shall have entered into
the "Real Estate Property and License Agreement" (including attached form of
sublease) and such agreement shall be in full force and effect without breach
thereunder by Amkor Assembly & Test (Shanghai) Co., Ltd. Buyer and Seller shall
have entered into the "Transition Services Agreement" and such agreement shall
be in full force and effect without breach thereunder by Buyer.

      8.7. Injunctions, Orders. No injunction, order or decree of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit,
claim, proceeding or investigation shall be pending or threatened by or before
any Governmental Authority as of the Closing, which would restrain, prohibit or
make unlawful the transfer to Buyer, or the ownership and operation by Buyer, of
the Transferred Assets, or the assumption by Buyer of the Assumed Liabilities,
or invalidate or suspend any provision of any Operative Agreement.

      8.8. CLOSING DOCUMENTS. Buyer shall have delivered to Seller the following
documents:

            (a) a certificate of a duly authorized officer of Buyer, dated the
Closing Date, to the effect that Buyer's representations and warranties in this
Agreement are true and correct and that all actions required to be taken by
Buyer have been duly taken, as of the Closing Date; and

            (b) a certificate of a director or the secretary or assistant
secretary of Buyer, dated the Closing Date, as to the continued existence of
Buyer, certifying the

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authorization of the execution of the certificate described in Section 8.8(a)
and the execution, delivery and performance of the Operative Agreements as of
the Closing Date.

      8.9. EMPLOYEES. Buyer shall have arranged to employ, effective upon and
contingent upon the Closing and consistent with the terms and conditions of this
Agreement, all of the Regular Employees and, in this connection all Governmental
Actions shall have been taken or obtained by Buyer, in respect of the employment
of the Regular Employees.

                     ARTICLE IX. TERMINATION AND ABANDONMENT

      9.1 METHODS OF TERMINATION. This Agreement may be terminated and the
transactions herein contemplated may be abandoned at any time:

            (a) by mutual written consent of Buyer and Seller;

            (b) by Buyer or Seller if this Agreement is not consummated on or
      before June 15, 2004;

            (c) by Buyer if as of the Closing Date any of the conditions
      specified in Article VII hereof have not been satisfied; or

            (d) by Seller if as of the Closing Date any of the conditions
      specified in Article VIII hereof have not been satisfied.

      9.2 PROCEDURE FOR AND UPON TERMINATION. The Party exercising any
termination right in Section 9.1 must first give at least 30 days' prior written
notice of such termination to the other Party. Such notice shall contain the
date that termination and abandonment will become effective. The other Party may
then cure any event creating such termination right if such event can be cured.
If there is no cure during such notice period, then termination and abandonment
shall become effective on the date set forth in the notice of termination. In
the event of termination and abandonment pursuant to Section 9.1(b)-(d), this
Agreement shall terminate and shall be abandoned, without further action by any
Party. If this Agreement is terminated as provided herein, each Party shall
either destroy or redeliver all documents and other material of the other Party
relating to the transactions contemplated hereby, whether obtained before or
after the execution hereof, to the other Party.

                           ARTICLE X. GENERAL MATTERS.

      10.1. SURVIVAL.

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      (a) Notwithstanding any investigation by the Parties, all representations,
and warranties made by the Parties under this Agreement or in any schedule,
document, certificate or other instrument delivered by or on behalf of the
Parties pursuant to this Agreement shall be made and relate only to the Date of
Execution and the Closing Date, but any claim for breach thereof shall continue
in full force and effect after the Date of Execution and after the Closing Date
for a period of twelve (12) months after the Closing Date, after which time they
shall cease; provided, however, that all representations and warranties relating
to the Assumed Liabilities shall survive the Closing Date until the expiration
of the applicable statute of limitation with respect thereto. For clarification,
any claim for breach of a representation or warranty that is filed with a court
having jurisdiction over both Parties and such subject matter within twelve (12)
months after the Closing Date (or within the applicable statute of limitation
period if such claim is for breach of a representation or warranty relating to
the Assumed Liabilities) shall survive until final judicial disposition of such
claim.

      (b) Notwithstanding anything to the contrary herein, any provision of this
Agreement, including, but not limited to Sections 1.3 (Consideration), 10.1
(Survival), and 10.2 (Indemnification), which by its terms explicitly
contemplates the existence of a right or performance of an obligation for a
period of time beyond the Closing and/or termination of this Agreement, will
survive Closing and/or termination of the Agreement for such specified period.
In addition to the foregoing, the provisions of Sections 10.3 (Limitation of
Liability), 10.9 (Modification and Waiver), 10.10 (Governing Law), 10.12
(Assignment), 10.14 (No Third Party Beneficiaries), and 10.15 (Entire Agreement)
shall survive indefinitely.

      10.2. INDEMNIFICATION.

      (a) Indemnification by Seller: From the Closing Date until the third
anniversary of the Closing Date only, Seller shall fully indemnify, defend and
hold harmless Buyer and Buyer's Affiliates, and their respective officers,
directors, employees, representatives and agents (each, a "BUYER INDEMNIFIED
PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") from and against any
and all claims, liens, demands, actions, judgments, proceedings, liabilities
(whether accrued, absolute, contingent or otherwise) and reasonable associated
expenses (including reasonable attorney's fees) ("Claims"), provided that such
Claims (i) are brought by third parties against a Buyer Indemnified Party (or
Buyer Indemnified Parties), and (ii) directly arise from and relate to the time
period prior to the Closing, including, in cases of environmental claims, that
the basis for the claim is a Hazardous Substance existing on or under the
Premises prior to the Closing, and (iii) directly arise from and relate to a
violation of a Singapore Governmental Rule in effect on the Closing Date or any
other obligation of Seller on or prior to the Closing Date, and (iv) directly
arise from and relate to either (a) Seller's ownership or use of the Transferred
Assets, (b) Seller's performance of the Assumed Liabilities, (c) Seller's
leasing or use of the Premises, and/or (d) Seller's employment of any Employee,
(individually referred to as a "THIRD PARTY CLAIM AGAINST BUYER" and
collectively as, "THIRD PARTY CLAIMS AGAINST BUYER"). "HAZARDOUS SUBSTANCES"
means, without regard to amount and/or concentration, petroleum, petroleum
distillates, petroleum products, pesticides,

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radioactive materials and substances, friable asbestos as of Closing,
polychlorinated biphenyls ("PCBs"), polyurethane foam insulation, radon and any
materials or substances which are regulated under or defined as, or otherwise
included in the definition, of "hazardous substances", "hazardous wastes", or
"toxic substances" in any applicable Environmental Law, and constituents and
degradation products of any of the foregoing. "ENVIRONMENTAL LAW" shall mean, as
may be amended, any Singapore law, statute, ordinance, code, rule or regulation
relating to protection of the environment and/or governing the use, handling,
generation, treatment, recycling, storage, manufacture, transportation or
disposal of Hazardous Substances.

      (b) Indemnification by Buyer: Until the third anniversary of the date on
which Seller knew or should have known about specific third party claims or
environmental matters, Buyer shall fully indemnify, defend and hold harmless
Seller and Seller's Affiliates, and their respective officers, directors,
employees, representatives and agents (each, a "SELLER INDEMNIFIED PARTY" and
collectively, the "SELLER INDEMNIFIED PARTIES") from and against any and all
Claims that (i) are brought by third parties against a Seller Indemnified Party
(or Seller Indemnified Parties), and (ii) directly arise from and relate to the
time period after the Closing, including, in cases of environmental claims, that
the basis for the claim is a Hazardous Substance existing on or under the
Premises after the Closing, and (iii) directly arise from and relate to a
violation of a Singapore Governmental Rule in effect after the Closing Date or
any other obligation of Buyer on or after the Closing Date, and (iv) directly
arise from and relate to either (a) Buyer's ownership or use of the Transferred
Assets, (b) Buyer's performance of the Assumed Liabilities, (c) Buyer's leasing
or use of the Premises, and/or (d) Buyer's employment of any Employee,
(individually referred to as a "THIRD PARTY CLAIM AGAINST SELLER" and
collectively as, "THIRD PARTY CLAIMS AGAINST SELLER").

      (c) Procedure for Third Party Claim Indemnification.

      (1) Promptly after receipt by an indemnified party of notice of a claim or
the commencement of any proceeding against it, such indemnified party will, if a
claim is to be made against an indemnifying party under such Section, give
notice in writing to the indemnifying party of the commencement of such claim,
but the failure to notify the indemnifying party will not relieve the
indemnifying party of any liability that it may have to any indemnified party,
except to the extent that the indemnifying party demonstrates that the defense
of such action is prejudiced by the indemnified party's failure to give such
notice.

      (2) The indemnifying party will be entitled to participate in such Claim
and, to the extent that it wishes (unless (i) the indemnifying party is also a
party to such proceeding and the indemnified party determines in good faith that
joint representation would be inappropriate, or (ii) the indemnifying party
fails to provide reasonable assurance to the indemnified party of its financial
capacity to defend such proceeding and provide indemnification with respect to
such proceeding), to assume, by written notice thereof within ten (10) days of
transmittal of the notice of the Claim by the indemnified

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party, the defense of such proceeding with counsel satisfactory to the
indemnified party, provided, however, that the indemnifying party may not so
assume the defense if such Claim (A) may result in criminal proceedings,
injunctions or other equitable remedies in respect of the indemnified party or
its business; (B) may result in liabilities which, taken with other then
existing Claims under this Section 10.2, would not be fully indemnified
hereunder; (C) may have a material adverse effect on the business or financial
condition of the indemnified party after the Closing Date; (D) is for an alleged
amount of less than $25,000; or (E) upon petition by the indemnified party, if
an appropriate court rules that the indemnifying party failed or is failing to
vigorously prosecute or defend such Claim, in which events the indemnified party
shall assume the defense. If the indemnifying party assumes the defense of a
Claim by a third party, (i) no compromise or settlement of such claims may be
effected by the indemnifying party without the indemnified party's consent
unless (A) there is no finding or admission of any violation of any legal
requirement or any violation of the rights of any person and no effect on any
other claims that may be made against the indemnified party, and (B) the sole
relief provided is monetary damages that are paid in full by the indemnifying
party; and (iii) the indemnified party will have no liability with respect to
any compromise or settlement of such Claims effected without its consent. If
notice is given to an indemnifying party of the commencement of any Claim or
proceeding and the indemnifying party does not, within ten days after the
indemnified party's notice is given, give notice to the indemnified party of its
election to assume the defense of such proceeding, the indemnifying party will
be bound by any determination made in such proceeding or any compromise or
settlement effected by the indemnified party. A Claim for indemnification for
any matter not involving a third-party claim may be asserted by notice to the
party from whom indemnification is sought.

      10.3. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary
set forth in the Operative Agreements, unless this section is specifically and
expressly excluded from application to a specific Operative Agreement or
provision in an Operative Agreement, neither Seller nor Buyer shall be liable to
the other Party for any amounts with respect to the breach of an Operative
Agreement(s) unless and until such amounts shall exceed in the aggregate one
hundred thousand U.S. dollars (US$100,000) (the "LIMITATION AMOUNT") (in which
case Seller or Buyer, as applicable, shall only be liable to the other Party
with respect to the excess over the Limitation Amount); provided, however that
such limitation shall not be applicable with respect to Buyer's obligation to
pay to Seller the Purchase Price. There shall be no Seller or Buyer liability to
the other Party with respect to any such matter for individual amounts of less
than Twenty-Five Thousand U.S. Dollars (US$25,000) and such amounts shall not be
taken into account in determining whether the Limitation Amount has been
exceeded. Notwithstanding anything to the contrary set forth in the Operative
Agreements, unless this section is specifically and expressly excluded from
application to a specific Operative Agreement or a specific provision in an
Operative Agreement, (a) in no event shall Seller's cumulative liability to
Buyer, or Buyer's cumulative liability to Seller, exceed three million United
States Dollars (US$3,000,000) in the aggregate, provided, however that such
limitation shall not be applicable with respect to either (i) Buyer's obligation
to pay to Seller the Purchase Price or (ii) Seller's obligation to transfer to
Buyer good and

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marketable title of the Transferred Assets, free and clear of any and all Liens
(other than Permitted Liens), in accordance with this Agreement, and (b) neither
Seller nor Buyer shall be responsible for any indirect, incidental, punitive,
special or consequential damages whatsoever, including loss of profits or
goodwill, business interruptions or claims of customers, even if advised of the
possibility of such damages.

      10.4. PUBLIC ANNOUNCEMENTS. The Confidentiality Agreement is hereby
incorporated by reference and its provisions shall be deemed to apply to this
Agreement and the other Operative Agreements such that the existence of such
agreements and any information disclosed under such agreements shall be subject
to the provisions of the Confidentiality Agreement. For six (6) months after the
Closing Date, all public announcements relating to this Agreement or the
transactions contemplated hereby shall be made only after consultation between
the Parties, except for disclosures by either Party that in the opinion of
counsel for such Party are required by law, rule or regulation. Any disclosures
to customers in connection with commercial relationships shall not reveal the
Purchase Price of this Agreement. Notwithstanding the foregoing, either Party
shall have the right, in its sole discretion, to make such disclosures as it may
deem necessary or advisable to any Governmental Authority. In the event of a
breach or anticipatory breach of this Section 10.4. by either Party, the other
Party shall be entitled, in addition to any and all other remedies available at
law or in equity, to preliminary and permanent injunctive relief and specific
performance without proving damages.

      10.5. COSTS. Each Party shall be responsible for the costs and expenses
incurred by it in the negotiation, execution and delivery of the Operative
Agreements and, except as otherwise provided elsewhere in such agreements, the
consummation of the transactions contemplated hereby and thereby.

      10.6. DUE DILIGENCE. Buyer has engaged in the entire due diligence effort
it deemed appropriate prior to executing this Agreement. The sale of the
Transferred Assets is based solely upon the results of that due diligence and
there has been no reliance upon the representations or statements of Seller,
other than as set forth in Article VI.

      10.7. DISCHARGE OF ASSUMED LIABILITIES. Prior to the Closing, Seller shall
discharge the Assumed Liabilities in accordance with their terms and Seller
agrees that Buyer shall have no liability for any failure of Seller to so
discharge the Assumed Liabilities in accordance with their terms. Following the
Closing, Buyer shall discharge the Assumed Liabilities in accordance with their
terms and Buyer agrees that Seller shall have no liability for any failure of
Buyer to so discharge the Assumed Liabilities in accordance with their terms.

      10.8. ACCESS TO BOOKS, RECORDS AND EMPLOYEES. After the Closing Date,
Buyer shall permit Seller reasonable access to any books, records, and employees
relating to the period prior to the Closing and transferred by Seller to Buyer
pursuant to this Agreement. Such access shall be during normal business hours or
as the Buyer and Seller may otherwise agree. Prior to such access, Seller shall
provide Buyer at least 2 Business Days' advance notice.

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      10.9. MODIFICATION AND WAIVER. No modification or waiver of any provision
of this Agreement and no consent by either Party to any departure therefrom
shall be effective unless in a writing referencing the particular section of
this Agreement to be modified or waived and signed by a duly authorized
signatory of each Party, and the same will only then be effective for the period
and on the conditions and for the specific instances and purposes specified in
such writing.

      10.10. GOVERNING LAW. This Agreement has been delivered at and shall be
deemed to have been made in Singapore, and all matters arising from or relating
in any manner to the subject matter of this Agreement shall be interpreted and
construed, and the rights and liabilities of the Parties determined, in
accordance with the laws of Singapore applicable to agreements executed,
delivered and performed within Singapore, without regard to the principles of
conflicts of laws thereof. As part of the consideration for value received, each
of the Parties hereby consents to the exclusive jurisdiction of any court
located within Singapore with respect to all matters arising from or relating in
any manner to the subject matter of this Agreement. With respect to all matters
arising from or relating in any manner to the subject matter of this Agreement,
each of the Parties hereby: (i) waives trial by jury, (ii) waives any objection
to Singapore venue of any action instituted hereunder (whether on the basis of
forum non conveniens or otherwise), and (iii) consents to the granting of such
legal or equitable relief as is deemed appropriate by any aforementioned court.
Any legal or other action related to a breach of this Agreement must be
commenced no later than one (1) year from the date on which the complaining
Party first became aware, or reasonably should have become aware, of the facts
or circumstances giving rise to the action.

      10.11. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given and shall be effective (a)
when delivered by messenger or courier, or (b) five days after deposit for
mailing by registered or certified mail, postage prepaid, return receipt
requested, or (c) within one Business Day when transmitted by telecopy, provided
that sender has a report showing transmission of such telecopy, as follows:

                (a) if to Seller, to:

                    IBM Singapore Pte Ltd
                    9 Changi Business Park Central 1
                    Singapore 486048

                    Attention:       General Manager

                    Telecopy:        (65)6418-2000

                    with a copy at the same address to:

                    Attention:       General Counsel ASEAN/SA

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                    Telecopy:        (65)64182000

                (b) if to Buyer, to:

                    Amkor Technology Singapore Pte. Ltd.
                    1 Kaki Bukit View, Techview
                    Singapore, 415941

                    Attention:       To be provided
                    Telecopy:        To be provided

                    with a copy to:

                    Amkor Technology, Inc.
                    1345 Enterprise Drive
                    West Chester, PA 19380
                    Attention: General Counsel
                    Fax:(610)431-7189

or to such Person or address as either of the Parties shall hereafter designate
to the other from time to time by similar written notice.

      10.12. ASSIGNMENT. This Agreement shall be binding upon, and inure to the
benefit of, and be enforceable by, the successors and assigns of the Parties;
provided, that a Party may not assign its rights hereunder without the written
consent of the other Party.

      10.13. COUNTERPARTS. This Agreement may be executed by the Parties hereto
in one or more counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument. Each counterpart may be signed and
executed by the Parties and transmitted by facsimile and shall be as valid and
effectual as if executed as an original. In the case of execution by way of
counterparts, this Agreement shall not be deemed to be concluded until the last
of such counterparts shall have been executed.

      10.14. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the Parties and their permitted successors and assigns and nothing
herein expressed or implied shall give or be construed to give any Person, other
than the Parties and such permitted successors and assigns, any legal or
equitable rights hereunder. Accordingly, the Contracts (Rights of Third Parties)
Act (Chapter 53B) of Singapore shall not under any circumstances apply to this
Agreement and any person who is not a party to this Agreement (whether or not
such person shall be named, referred to, or otherwise identified, or form part
of a class of persons so named, referred to or identified, in this Agreement)
shall have no right whatsoever under the Contracts (Rights of Third Parties) Act
(Chapter 53B) of Singapore to enforce this Agreement or any of its terms.

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      10.15. ENTIRE AGREEMENT. This Agreement, together with the other Operative
Agreements comprise the entire agreement between the Parties with respect to the
subject matter hereof and thereof and supersede all other contemporaneous
agreements and all prior agreements, understandings and representations, oral or
written, between Buyer and Seller relating hereto or thereto.

      10.16 TIME OF THE ESSENCE. Any time, date or period mentioned in any
provision of this Agreement may be extended by mutual agreement between the
Parties but as regards any time, date or period originally fixed and not
extended or any time, date or period so extended as aforesaid, time shall be of
the essence.

      10.17 BUSINESS CAPACITY. The Parties agree and acknowledge that they have
entered into this Agreement, and will undertake the transactions contemplated
herein, as part of, or in the course of, their business activity, and not as
consumers (including for purposes of the Consumer Protection (Fair Trading) Act
of Singapore).

                                    *******

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized signatories as of the date and year first above
written.

IBM SINGAPORE PTE LTD

By: /s/ Patricia Yim
    ---------------------------------
Name: PATRICIA YIM
Title: MANAGING DIRECTOR

AMKOR TECHNOLOGY SINGAPORE PTE. LTD.

By: /s/ Oleg Khaykin
    ---------------------------------
Name: OLEG KHAYKIN
Title: ATTORNEY IN FACT

             [Signature page to Asset Purchase Agreement-Singapore]

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                       Exhibit to Asset Purchase Agreement

               Exhibit A:    Assignment and Assumption Agreement

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                                    Exhibit A

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of ___________, 2004 (this
"AGREEMENT"), between Amkor Technology Singapore Pte. Ltd., a Singapore
corporation ("BUYER"), and IBM Singapore Pte Ltd, a Singapore corporation
("SELLER")

                              W I T N E S S E T H:

            WHEREAS Buyer and Seller have entered into an Asset Purchase
Agreement dated as of May 17, 2004 (the "ASSET PURCHASE AGREEMENT"), providing
for, among other things, the purchase by Buyer of the Transferred Assets from
Seller; and

            WHEREAS, in conjunction with such purchase, Seller desires to sell,
transfer, convey, assign and deliver to Buyer all of Seller's rights, title and
interest in and to the Assumed Liabilities.

            NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:

            1. Defined Terms. Terms defined in the text of this Agreement shall
have such meaning throughout this Agreement.

            2. Other Terms. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Asset Purchase Agreement.
Nothing contained herein shall be deemed to alter or amend the terms and
provisions of the Asset Purchase Agreement, and in the event of any conflict
between the terms and provisions of this Agreement and the Asset Purchase
Agreement, the terms and provisions of the Asset Purchase Agreement shall be
deemed to govern and be controlling in all circumstances.

            3. Assignment. Seller hereby irrevocably sells, transfers, conveys,
assigns and delivers to Buyer all of its rights, title and interest in and to
the Assumed Liabilities.

            4. Assumption. Buyer does hereby accept such sale, transfer,
conveyance, assignment and delivery of all of Seller's right, title and interest
in and to the Assumed Liabilities by Seller and assumes all obligations and
liabilities arising thereunder following the Closing.

            5. Effective time. The assignment by Seller, and the acceptance
thereof by Buyer, of the Assumed Liabilities, pursuant to this Agreement, shall
be effective as of the date hereof.

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            6. Non contravention. Certain of the Assumed Liabilities may require
the consent of third parties to any assignment. Such assignments to Buyer are
made subject to the obtaining of such consents and shall be effective as of the
date of such consent. The execution of this Agreement shall not be interpreted,
and is not intended to be interpreted, as any action taken by Seller that would
be contrary to the terms and conditions of any contract requiring the consent of
any third party to such assignment. Buyer and Seller shall fully cooperate with
each other in an attempt to obtain such consents, as set forth in the Asset
Purchase Agreement.

            7. Notices. All notices and other communications hereunder shall be
as set forth in the Asset Purchase Agreement.

            8. Amendment. This Agreement may be amended, modified or
supplemented, and any provision hereof may be waived, only by written agreement
of the parties hereto signed by an authorized representative of each party.

            9. Waivers. Any failure of a party to comply with any obligation,
agreement or condition herein may be waived by the other party; provided, that
any such waiver may be made only by a written instrument signed by the party
granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, agreement or condition shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure; and
provided further that no waiver by a party hereto of any breach or default by
the other party under this Agreement shall be deemed a waiver of any other
previous breach or default or any thereafter occurring.

            10. Entire Agreement. This Agreement, together with the Asset
Purchase Agreement (including any exhibits and schedules), embody the entire
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all contemporaneous and prior agreements and
understandings between the parties with respect to such subject matter.

            11. Headings. The headings contained in this Agreement are for
reference purposes only and shall not limit or otherwise affect the meaning or
interpretation of this Agreement.

            12. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
Singapore without reference to its principles of conflict of law.

            13. Severability. If any one or more provisions contained in this
Agreement, or the application of such provision to any person or circumstance,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

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            14. Third Party Actions. Seller and Buyer hereby agree to cooperate
in defending or prosecuting any claims or litigation relating to the transfer of
title as provided herein, and to make available and furnish appropriate
documents and testimony in connection therewith.

            15. Seller's Obligations. Seller hereby covenants and agrees to
execute and deliver all such other further instruments of conveyance, assignment
and transfer and all such other notices, releases, acquittance, powers of
attorney and other documents, and do all such other acts and things as may be
necessary to more fully convey and assign to Buyer, or its successors or
assigns, all right, title and interest in and to the Assumed Liabilities
conveyed, assigned and transferred to or acquired by Buyer pursuant to this
Agreement, including, without limitation, filings with any governmental entity,
authority or instrumentality, domestic or foreign.

            16. No Third-Party Beneficiaries. This Agreement is not intended and
shall not be deemed to confer upon or give any person except the parties hereto
and the parties to any assigned Contracts in the Assumed Liabilities and their
respective successors and permitted assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason of this
Agreement and a person who is not a party to this Agreement has no right under
the Contracts (Rights of Third Parties) Act, Chapter 53B to enforce any term of
this Agreement.

            17. Assignment. Neither this Agreement nor any of the rights or
obligations hereunder shall be assigned by either party hereto without the prior
written consent of the other party, such consent not to be unreasonably
withheld. Any purported assignment of this Agreement other than in accordance
with this paragraph 17 shall be null and void and of no force or effect.

            18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the
parties and delivered to the other party.

                         [remainder of page left blank]

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            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Assumption Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.

AMKOR TECHNOLOGY SINGAPORE PTE. LTD.

By: _________________________________

Name: _______________________________
Title: ______________________________

IBM SINGAPORE PTE LTD

By: _________________________________
Name: _______________________________
Title: ______________________________

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                      Schedule of Disclosure and Exceptions
                         to the Asset Purchase Agreement
               by and among Amkor Technology Singapore Pte Ltd and
                              IBM Singapore Pte Ltd

This is the Schedule of Disclosure and Exceptions (including the Schedules,
Sub-schedules, and Exhibits hereto, the "Disclosure Schedule") being provided in
conjunction with the Asset Purchase Agreement dated as of May 17,2004 by and
among Buyer and Seller, to which this Disclosure Schedule is attached and
constitutes formal disclosure to Buyer by Seller for the purposes of the said
agreement of the facts and circumstances which are or may be inconsistent with
or constitute exceptions to the representations, warranties, undertakings and
covenants referred to in the agreement (collectively the "WARRANTIES") or which
otherwise give or may give rise to a claim under the agreement by Buyer. Such
facts and circumstances will be deemed to qualify the Warranties accordingly.
Unless otherwise indicated, all capitalized terms used in this Disclosure
Schedule shall have the meaning provided in the above referenced Asset Purchase
Agreement.

References in this Disclosure Schedule to paragraphs, headings and numbers
shall, unless the context otherwise requires, be to those headings and numbered
paragraphs in the agreement and shall be for convenience only and shall not
alter the construction of this Disclosure Schedule nor in any way limit the
effect of any of the disclosures, all of which are made against the Warranties
as a whole. The contents of all documents annexed to this Disclosure Schedule or
referred to herein shall, in the event of any inconsistency, prevail over any
summaries of such documents contained in this Disclosure Schedule. For
convenience only, certain disclosures have been made by reference to specified
Warranties. However, each such disclosure shall be taken to qualify all the
Warranties to which it is capable of relating. Each such disclosure is given
without prejudice to the generality or effectiveness of any other disclosure.

Where brief particulars only of a matter are set out or referred to in this
Disclosure Schedule, or a document is referred to but not attached, full
particulars of the matter and the full contents of the document are deemed to be
disclosed and it is assumed that Buyer does not require any further particulars.
Buyer confirms that all matters disclosed in this Disclosure Schedule have been
raised in advance and that Buyer has been given the opportunity for further
enquiry and that Buyer has carried out such further enquiries to its
satisfaction. Accordingly, Seller is deemed to have adequately disclosed all the
matters raised or referred to in this Disclosure Schedule and shall not be in
breach of any of the Warranties insofar as it relates to the matters so
disclosed.

In this Disclosure Schedule, unless specified otherwise: (a) the rule known as
the ejusdem generis rule shall not apply and accordingly general words
introduced by the word "other" shall not be given a restrictive meaning by
reason of fact that they are preceded by words indicating a particular class of
acts, matters or things; and (b) general words

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shall not be given a restrictive meaning by reason of the fact that they are
followed by particular examples intended to be embraced by the general words.

By way of general disclosure, the following matters are disclosed or deemed
disclosed to Buyer and Buyer is deemed aware of each and every matter disclosed
or referred to in the following:

      (a)   The contents of the Operative Agreements and all transactions
            referred to therein.

      (b)   All matters which would be apparent from an inspection of the
            Transferred Assets by a prudent purchaser and/or its professional
            advisors.

      (c)   The contents and enclosures of all documents which are annexed
            hereto and all other documents that have been made available to
            Buyer or Buyer's professional advisors.

      (d)   The contents of all correspondence between the Parties' respective
            counsels.

Any disclosures made under the headings of one section of this Disclosure
Schedule may apply to or qualify as disclosures made under one or more of the
other sections if such disclosures could reasonably be read to be in response to
such other sections. Nothing in this Disclosure Schedule shall constitute an
admission of any liability or obligation of Seller to any third party nor an
admission against Seller's interest.

Those schedules which by their nature must be updated to reflect the facts as of
the Closing Date will be updated by the Seller to reflect changed circumstances
between the Date of Execution and the Closing Date.

This Disclosure Schedule may contain statements which are not statements of
historical facts but statements relating to the expected performance and
prospects in relation to the Transferred Assets and the business related thereto
(including statements as to revenue and profitability, expected growth in
demand, expected industry trends, anticipated completion or start-up dates for
expansion projects), and are qualified by or containing words such as "expects",
"believes", "plans", "intends", "estimates", "anticipates", "may", "will",
"could" and similar words ("FORWARD LOOKING STATEMENTS").

Forward Looking Statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the
Transferred Assets (and the business related thereto) to be materially different
from any future results, performance or achievements expressed or implied by
these Forward Looking Statements. These risks, uncertainties and other factors
include, among others:

(a)     changes in political, social and economic conditions and the regulatory
        environment in Singapore, the region and elsewhere;

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(b)   changes in currency exchange rates;

(c)   anticipated growth strategies and expected internal growth;

(d)   changes in fees for services;

(e)   changes in the availability and prices of products needed to operate the
      Transferred Assets (and the business related thereto);

(f)   changes in customer preferences, competitive conditions and the ability to
      compete under these conditions;

(g)   changes in future capital needs and the availability of financing and
      capital to fund these needs;

(h)   business risks; and

(i)   other factors beyond Buyer's/Seller's control.

Given the risks and uncertainties that may cause the actual future results,
performance or achievements of the Transferred Assets (and the business related
thereto) to be materially different from that expected, expressed or implied by
the Forward Looking Statements provided to Buyer (including buyer's professional
advisers), Seller is not representing or warranting that the actual future
results, performance or achievements of the Transferred Assets (and the business
related thereto) will be as indicated in the Forward Looking Statements.
Further, there is no obligation of Seller to update any of the Forward Looking
Statements to reflect future developments, events or circumstances.

Without prejudice to the generality of the foregoing, Seller discloses the
matters set out in Appendix A hereto.

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                    SCHEDULES TO THE ASSET PURCHASE AGREEMENT

        Disclosure Schedule

        Schedule A    Additional Permitted Liens

        Schedule 1.1. Transferred Asset Listing

                Sub Schedule 1.1.A. Property, Plant and Equipment

                Sub Schedule 1.1.B. Inventory and Work in Process

                Sub Schedule 1.1.C. Other Transferred Assets

        Schedule 1.2. Excluded Assets

        Schedule 1.4. Assumed Liabilities

                Sub Schedule 1.4.A. Contracts to be Assumed Liabilities

                Sub Schedule 1.4.B. Other Assumed Liabilities

        Schedule 2.2(a)1     Conveyances, Transfers, Assignments,
                             and Documents of Title

        Schedule 2.2(a)2     Consents and Licenses

        Schedule 3.1         Allocation Statement

        Schedule 4.1.A.      Seller's Required Consents to Assignment, if any

        Schedule 4.1.B.      Seller's Required Consents to Novation, if any

        Schedule 4.2.a.1.    Listing of Regular Employees

        Schedule 4.2.a.2.    Listing of Fixed Term Hires

        Schedule 4.2.(b).    Summary of Buyer's Planned Employment Terms and
                             Benefit Plans

        Schedule 7.3(a)      Governmental Actions

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                                                                     EXHIBIT 2.2

                                                                  EXECUTION COPY

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as Of May 17,
2004, by and among Amkor Assembly & Test (Shanghai) Co., Ltd., a wholly-foreign
owned enterprise established under the law of the People's Republic of China
("BUYER"), and IBM interconnect Packaging Solutions (Shanghai) Co., Ltd., a
wholly-foreign owned enterprise established under the law of the People's
Republic of China ("SELLER";"IBM")

                              W I T N E S S E T H:

      WHEREAS, Seller wishes to sell certain assets; and

      WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell
to Buyer; the Transferred Assets (as defined below) for the purchase price and
subject to the terms and conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises set forth above and the
respective covenants, agreements, representations and warranties hereinafter set
forth, Buyer and Seller hereby agree as follows:

                                  DEFINITIONS.

      CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall
have the meaning specified below:

      "AFFILIATE" shall mean, as to any Person, any other Person or entity that
is controlling, controlled by or under common control with such Person or
entity.

      "ALLOCATION STATEMENTS" shall have the meaning set forth in Section 3.1.

      "ASSUMED LIABILITIES" shall have the meaning set forth in Section 1.4.

      "ASSUMPTION AGREEMENT" shall mean the Assignment and Assumption Agreement
in the form set out in Exhibit A to be entered into by the Parties on the
Closing Date and by which Buyer assumes the Assumed Liabilities.

      "BUSINESS DAY" shall mean a day (other than Saturday or Sunday or a Public
holiday in China) in which banks are open for business in China.

      "BURDENSOME CONDITION" shall mean any action taken, or credibly
threatened, by or before any Governmental Authority or other Person to challenge
the legality of the transactions contemplated by the Operative Agreements or
that would otherwise deprive a Party of the material benefit of any such
transaction, including, (i) the pendency of an investigation by a Governmental
Authority (formal or informal), (ii)the institution of any litigation, or threat
thereof, (iii) an order by a Governmental Authority

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of competent jurisdiction preventing consummation of the transactions
contemplated by the Operative Agreements or placing material conditions or
limitations upon such consummation, or (iv) the issuance of any subpoena, civil
investigative demand or other request for documents or information relating to
such transactions that is unreasonably burdensome in the reasonable judgment of
the applicable Person.

      "CONTRACT(S)" shall mean any written and signed agreement, contract,
commitment, instrument, document, certificate or other written and signed
binding arrangement or understanding (each, including all amendments thereto).

      "CLOSING" shall have the meaning set forth in Section 2.1.

      "CLOSING DATE" shall have the meaning set forth in Section 2.1.

      "CLOSING STATEMENT" shall have the meaning set forth in Section 2.3.

      "CODE" shall have the meaning set forth in Section 3.1.

      "CONFIDENTIALITY AGREEMENT" shall mean the confidentiality agreement
between Amkor Technology, Inc. and International Business Machines Corporation,
dated October 17, 2003.

      "DATE OF EXECUTION" shall mean the date this Agreement and the other
Operative Agreements identified for signature on that date are signed.

      "DISCLOSURE SCHEDULE" shall have the meaning set forth in Article VI
hereto.

      "EXCLUDED ASSETS" shall mean (i) such items of tangible personal property
as are listed on the sub-schedules to Schedule 1.2, (ii) all contracts among
Seller and/or its Affiliates, (iii) all software and intellectual property of
any kind not associated with the Premises, (iv) all interests of Seller in real
property (except for Seller's rights and interests related to the Transferred
Assets set forth in Schedule 1.1) and, (v) such tangible property that is deemed
to be an Excluded Asset pursuant to the procedure set forth in Section 1.2A.

      "GOVERNMENTAL ACTIONS" shall mean any authorizations, consents, approvals,
waivers, exceptions, variances, franchises, permissions, permits, and licenses
of, filings and declarations with, Governmental Authorities.

      "GOVERNMENTAL AUTHORITY" shall mean any court, governmental or
administrative agency or commission or other governmental agency, authority,
instrumentality or regulatory body, domestic or foreign.

      "GOVERNMENTAL RULE" shall mean any statute, law, rule, code, ordinance,
regulation, notice, circular, standard, or order of any Governmental Authority
or any

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judgment, decree, injunction, writ, order or like action of any court,
arbitrator or other judicial tribunal of competent jurisdiction, domestic or
foreign.

            "INTELLECTUAL PROPERTY AGREEMENT" shall mean the agreements entitled
"Patent License Agreement" and "Intellectual Property Agreement", each between
Amkor Technology, Inc, and International Business Machines Corporation entered
into on the Date of Execution.

            "LIENS" shall mean pledges, claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever.

            "LIMITATION AMOUNT" Shall have the meaning set forth in
Section 10.3.

            "OPERATIVE AGREEMENT" shall mean this Agreement, the Assumption
Agreement, and the Real Estate Property and License Agreement.

            "PARTIES" shall mean Buyer and Seller.

            "PARTY" shall mean Buyer or Seller.

            "PERMITTED LIENS" shall mean: (i) Liens for Taxes either not due and
payable or due but for which notice of assessment has not been given, or which
may thereafter be paid without penalty; (ii) all encumbrances, covenants,
easements, and restrictions of record application to the Premises; (iii) any
Liens described on Schedule A; and (iv) Liens arising by operation of law.

            "PERSON" shall mean any individual, firm, corporation, partnership,
joint stock company, unincorporated association, limited liability company,
trust, joint venture, Governmental Authority or other entity, and shall include
any successor (by merger or otherwise ) of such entity.

            "PRC" OR "CHINA" means the People's Republic of China, but for the
purpose of this Agreement, shall exclude the Hong Kong Special Administrative
Region, the Macao Special Administrative Region and Taiwan.

            "PRE-CLOSING TAX PERIOD" shall have the meaning set forth in
Section 3.2

            "PREMISES" shall mean the land, buildings and other ancillary
structures, facilities, utilities, permanent infrastructure and other fixed
assets located on the land, identified as Lot CSC4 and Lot GSC5 located No. 111
Ying Lun Road, Waigaoqiao free trade Zone, Shanghai, the People's Republic of
China.

            "PURCHASE PRICE" shall have this meaning specified in Section 1.3.

            "REAL ESTATE PROPERTY AND LICENSE AGREEMENT" shall mean the real
estate property and license Agreement between Seller and Buyer dated the date
hereof.

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                            ASSET PURCHASE AGREEMENT

            THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May
17, 2004, by and among Amkor Assembly & Test (Shanghai) Co., Ltd., a
wholly-foreign owned enterprise established under the law of the People's
Republic of China ("BUYER"), and IBM Interconnect Packaging Solutions (Shanghai)
Co., Ltd., a wholly-foreign enterprise established under the law of the People's
Republic of China ("SELLER"; "IBM").

                                   WITNESSETH:

            WHEREAS, Seller wishes to sell certain assets; and

            WHEREAS, Buyers wishes to purchase from Seller, and Seller wishes to
sell to Buyer, the Transferred Assets (as defined below) for the purchase price
and subject to the terms and conditions hereinafter set forth.

            NOW, THEREFORE, in consideration of the premises set forth above and
the respective covenants, agreements, representations and warranties hereinafter
set forth, Buyer and Seller hereby agrees as follows:

                                  DEFINITIONS.

            CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the meaning specified below:

            "AFFILIATE" shall mean, as to any Person, any other Person or entity
that is controlling, controlled by or under common control with such Person or
entity.

            "ALLOCATION STATEMENTS" shall have the meaning set forth in
Section 3.1.

            "ASSUMED LIABILITIES" shall have the meaning set forth in
Section 1.4.

            "ASSUMPTION AGREEMENT" shall mean the Assignment and Assumption
Agreement in the form set out in Exhibit A to be entered into by the Parties on
the Closing Date and by which Buyer assumes the Assumed Liabilities.

            "BUSINESS DAY" shall mean a day (other than Saturday or Sunday or a
public holiday in China) in which banks are open for business in China.

            "BURDENSOME CONDITION" shall mean any action taken, or credibly
threatened, by or before any Government Authority or other Person to challenge
the legality of the transactions contemplated by the Operative Agreements or
that would otherwise deprive a Party of the material benefit of any such
transaction including (i) the pendency of an investigation by a Governmental
Authority (formal or informal), (ii) the institution of any litigation, or
threat thereof, (iii) an order by a Government Authority

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of competent jurisdiction preventing consummation of the transactions
contemplated by the Operative Agreements or placing material conditions or
limitations upon such consummation, or (iv) the issuance of any subpoena,civil
investigative demand or other request for documents or information relating to
such transactions that is unreasonably burdensome in the reasonable judgment of
the applicable Person.

            "CONTRACT(S)" shall mean any written and signed agreement, contract,
commitment, instrument, documents, certificate or other written and signed
binding arrangement or understanding (each, including all amendments thereto).

            "CLOSING" shall have the meaning set forth in Section 2.1.

            "CLOSING DATE" shall have the meaning set forth in Section 2.1.

            "CLOSING STATEMENT" shall have the meaning set forth in Section 2.3.

            "CODE" shall have the meaning set forth in Section 3.1.

            "CONFIDENTIALITY AGREEMENT" shall mean the confidentiality agreement
between Amkor Technology, Inc, and International Business Machines Corporation,
dated October 17,2003.

            "DATE OF EXECUTION" shall mean the date this Agreement and the other
Operative agreement identified for signature on that date are signed.

            "DISCLOSURE SCHEDULE" shall have the meaning set forth in Article
VI hereto.

            "EXCLUDED ASSETS" shall mean (i) such items of tangible personal
property as are listed on the sub-schedules to Schedule 1.2. (ii) all contracts
among Seller and/or its Affiliates, (iii) all software and intellectual property
of any kind not associated with the Premises, (iv) all interests of Seller in
real property (except for Seller's rights and interests related to the
Transferred assets set forth in Schedule 1.1) and, (v) such tangible property
that is deemed to be an Excluded Asset pursuant to the procedure set forth in
Section 1.2A.

            "GOVERNMENT ACTIONS" shall mean any authorizations, consents,
approvals, waivers, exceptions, variances, franchises, permissions, permits,
and licenses of, and filings and declarations with, Government Authorities.

            "GOVERNMENT AUTHORITY" shall mean any court, governmental or
administrative agency or commission or other governmental agency, authority,
instrumentality or regulatory body, domestic or foreign.

            "GOVERNMENT RULE" shall mean any statute, law, rule, code,
ordinance, regulation, notice, circular, standard, or order of any Government
Authority or any

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judgment, decree, injunction, writ, order or like action of any court,
arbitrator or other judicial tribunal of competent jurisdiction, domestic or
foreign.

            "INTELLECTUAL PROPERTY AGREEMENTS" shall mean the agreements
entitled " Patent License Agreement" and "Intellectual Property Agreement", each
between Amkor Technology, Inc, and International Business Machines Corporation,
entered into on the Date of Execution.

            "LIENS" shall mean pledges, claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever.

            "LIMITATION AMOUNT" shall have the meaning set forth in
Section 10.3.

            "OPERATING AGREEMENTS" shall mean this Agreement, the Assumption
Agreement, and the Real Estate Property and License Agreement.

            "PARTIES" shall mean Buyer and seller.

            "PARTY" shall mean Buyer or seller.

            "PERMITTED LIENS" shall mean; (i) Liens for Taxes either not due and
payable or due but for which notice of assessment has not been given, or which
may thereafter be paid without penalty; (ii) all encumbrances, covenants,
easements, and restrictions of record applicable to the premises; (iii) any
Liens described on Schedule A; and (iv) Liens arising by operation of law.

            "PERSON" shall mean any individual, firm, corporation, partnership,
joint stock company, unincorporated association, limited liability company,
trust. joint venture, Governmental Authority or other entity, and shall include
any successor (by merger of otherwise) of such entity.

            "PRC" OR "CHINA" means the People's Republic of China, but for the
Purpose of this Agreement, shall exclude the Hong Kong Special Administrative
Region, the Macao Special Administrative Region and Taiwan.

            "PRE-CLOSING TAX PERIOD" shall have the meaning set forth in
section 3.2.

            "PREMISES" shall mean the land, buildings and other ancillary
structures, facilities, utilities, permanent infrastructure and other fixed
assets located on the land, identified as Lot GSC4 and Lot GSC5 located at No
111 Ying Lun Road, Waigaoqiao Free Trade Zone, Shanghai, the People's Republic
of China.

            "PURCHASE PRICE" shall have the meaning specified in Section 1.3.

            "REAL ESTATE PROPERTY AND LICENSE AGREEMENT" shall mean the real
estate property and license agreement between Seller and Buyer dated the date
hereof.

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            "STRADDLE PERIOD" shall have the meaning set forth in Section 3.2.

            "SUBCONTRACTED WORK" shall have the meaning set forth in
Section 4.1.

            "SUBSIDIARY" of any Person shall mean a corporation, company, or
other entity (i) more than 50% of whose outstanding shares or securities
(representing the right to vote for the election of directors or other managing
authority) are, or (ii) which does not have outstanding shares or securities (as
may be the case in a partnership, limited liability company, joint venture or
unincorporated association), but more than 50% of whose ownership interest
representing the right to make decisions for such entity is, now or hereafter
owned or controlled, directly or indirectly, by such Person, but such
corporation, company or other entity shall be deemed to be a Subsidiary only so
long as such ownership or control exists.

            "TAX" OR "TAXES" shall have the meaning set forth in Section 3.5.

            "TAX RETURNS" shall have the meaning set forth in Section 3.2.

            "TRANSFERRED ASSETS" shall mean such items of tangible property and
documentation (in hard or soft format) related to the Premises, including but
not limited to discs, drawings, designs, specifications and reports, and all
rights and interests of Seller under the Contracts related to such property and
as are listed on Schedule 1.1 to this Agreement Transferred Assets shall also
include such tangible property that is deemed to be a Transferred Assets
pursuant to the procedure set forth in Section 1.2A, Notwithstanding anything to
the contrary, Transferred Assets shall no include any Excluded Assets.

            "XIN" means Shanghai Waigaoqiao Free Trade Zone Xin Development Co.,
Ltd, a limited liability company established under the PRC law.

                     ARTICLE I. PURCHASE AND SALE OF ASSETS.

      1.1 TRANSFERRED ASSETS. Upon the terms and subject to the conditions
hereof, as of the Closing Date, Seller as beneficial owner hereby sells,
transfers, conveys, assigns and delivers to Buyers, and Buyer hereby purchases
and accepts from Seller, all right, title and interest or Seller in and to the
Transferred Assets. The Transferred Assets will be made available on the Closing
Date, at the Premises.

      1.2 EXCLUDED ASSETS. Notwithstanding anything to the contrary in this
Agreement, the Excluded Assets will be returned by Seller and are excluded from
the Transferred Assets. All intellectual property matters are addressed
exclusively in the Intellectual Property Agreements, and no intellectual
property matters are included in the subject matter of this Agreement.

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      1.2A. OTHER TANGIBLE PROPERTY; CONTRACTS. If within fifteen (15) months
after the Closing Date, the Parties discover tangible property at the Premises
that is not contained on Schedule 1.1 or Schedule 1.2, respectively or mutually
determine that certain material Contracts (other than contracts regarding
intellectual property matters) were mistakenly omitted from Schedule 1.4 (and
such tangible property or material Contracts do not otherwise constitute
Excluded Assets or Assumed Liabilities, respectively), then the Parties shall
work in good faith to resolve such omission. With respect to tangible property
located in, on or attached to the Premises, if the Parties cannot resolve such
matter, it shall be resolved as follows: (1) if, prior to the Closing Date, such
property was not primarily utilized in the day-to-day activities of the Seller
employees located at the Premises, then such property shall be a Transferred
Assets; and (2) If, prior to the Closing Date, such property was primarily
utilized in the day-to-day activities of the Seller employees located at the
Premises, then such property shall be an Excluded Asset. Following the date that
is fifteen (15) months after the Closing Date, any tangible property not
contained on Schedule 1.1 or Schedule 1.2 or tangible property that is the
subject or the Assumed Liabilities in Schedule 1.4A or 1.4B, or allocated as
described in the preceding sentence, shall be assumed to be a Transferred Asset
if in the Possession of Buyer and an Excluded Asset if in possession of Seller.

      1.3. CONSIDERATION. (a) The Purchase Price to be paid by Buyer to Seller
for the Transferred Assets and the Assumed Liabilities (the "PURCHASE PRICE")
shall be thirty-two million U.S. Dollars (US$32,000,000), which shall be payable
in two installments: twenty million U.S. Dollars (US$20,000,000) payable on the
Closing Date and twelve million U.S. Dollars (US$12,000,000) payable on or
before November 30, 2004. Buyers shall pay to Seller such installments by
electronic funds transfer, in immediately available funds in U.S. Dollars, to
the following account:

      ACCOUNT NAME: IBM Interconnect  Packaging Solutions(Shanghai) Co. Ltd.
      BANK: Bank of China, Shanghai Waigaoqiao Free Trade Zone Sub-Branch
      ACCOUNT NUMBER: 06-148250378891
      REFERENCE BANK ADDRESS: No. 355 Fute Road Waigaoqiao Free Trade Zone
      ABA ROUTING NUMBER: 026003269
      BANK CONTACT: Zhao Yi/Tel. 86-21-58662908

      1.4. ASSUMED LIABILITIES.

      Upon the terms and subject to the conditions hereof, as of the Closing,
Seller or Seller's Affiliates, if applicable, will assign and transfer to Buyer,
and Buyer will assume the commitments, liabilities and obligations of Seller
under the Contracts listed on Schedule 1.4A, (together the "ASSUMED
LIABILITIES") pursuant to an Assumption Agreement in the form attached as
Exhibit A. Unless described on schedule 1.4B, Buyer is not assuming and
undertaking, and Seller shall remain liable for, any obligations or liabilities
of Seller, contingent or otherwise, whenever asserted, relating to periods on or
prior to the Closing Date, or work performed during such periods and such
obligations and liabilities are specifically excluded from the Assumed
Liabilities. Without limiting the generality of the foregoing, except for the
Assumed Liabilities or as provided in the

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Operative Agreement. Buyer is not assuming or undertaking any obligations or
liabilities of Seller to any assets or Contracts which are not included in the
Transferred Assets or the Assumed Liabilities. Notwithstanding anything to the
contrary, the Assumed Liabilities do not include Excluded Assets or any
obligations or liabilities relating to or in respect of any Excluded Assets. In
addition, except as set forth in the Operative Agreements, Buyer shall not
assume any liabilities of Seller whether accrued, absolute or contingent,
recorded or unrecorded or otherwise, and the sellar shall be responsible for all
accounts due and payable, accrued expenses, and Taxes that relate to the period
on or prior to the Closing Date, including, but not limited to the foregoing and
all liabilities and obligations of Seller with respect to current or former
employees, directors and independent contractors of Seller on or prior to the
Closing Date.

                               ARTICLE II. CLOSING.

      2.1. CLOSING DATE. Subject to the conditions set forth in Articles VII and
VIII, the closing of the transaction provided for in this Agreement (the
"CLOSING") shall take place at the East Fishkill offices of Seller's Affiliate,
International Business Machines Corporation, within five(5) Business Days after
the satisfaction or waiver of the conditions set forth in Articles VII and VIII
occurs, or at such other time or on such other day as may be agreed by Seller
and Buyer (the "CLOSING DATE"). The Parties intend that the Closing Date be on
or before May 31,2004. All transaction provided for herein are to occur on and
as of the Closing date and shall be deemed to have occurred simultaneously and
the Closing shall be deemed complete at 11:59:59 pm China time on the Closing
Date. In the event that Closing shall not take place due to any failure to
satisfy any or all the conditions precedent mentioned in Article VII or Article
VIII, this Agreement shall ipso facto cease and all parties hereto shall have no
claims against each other.

      2.2. CLOSING. (a) On Closing, seller shall (i) make the Transferred Assets
available to Buyer at the Premises, (ii) execute such conveyances, transfers,
assignments, and documents of title that are listed and attached as Schedule
2.2(a)1 or as the Parties may otherwise agree and (iii) procures such consents
with respect to the Assumed Liabilities or as the Parties may otherwise agree.
Title to the "Transferred Assets shall pass to Buyer and Buyer's assumption of
the Assumed Liabilities shall occur at the Closing.

      (b) At 11:59:59 pm China time on the Closing Date and to the extent that
they are transferable by Seller, Seller hereby assigns any and all
manufacturer's warranties, conditions, guarantees or indemnities are
transferable hereunder without further expenditure by Seller and without
additional assistance by Seller. For the avoidance of doubt, no such transfer
shall constitute a transfer of any of Seller's obligations or liabilities under
any relevant Seller Contracts unless such Seller Contracts are Assumed
Liabilities.

      2.3. CLOSING STATEMENT. At the Closing Seller will prepare and deliver to
Buyer a closing statement for the physical assets that constitute Transferred
Assets

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(The "CLOSING STATEMENT"), as of the Closing Date. The purpose of the Closing
Statement is to correctly reflect any changes in the listing of the physical
assets that constitute the Transferred Assets, between the Date of Execution and
the Closing which occurred in the ordinary course of business. The Closing
Statement shall become final and binding upon the Parties unless Buyer gives
written notice of its disagreement of such items included on or excluded from
the Closing Statement within fifteen (15) days following Buyer's receipt of the
Closing Statement. Any such notice shall specify in reasonable detail the
nature of any disagreement so asserted.

                            ARTICLE III. TAX MATTERS.

      3.1 ALLOCATION OF PURCHASE PRICE. Within thirty (30) days of the Closing
Date, Buyer shall prepare an allocation of the Purchase Price, allocating the
total of the Purchase Price (and other payments properly treated as additional
Purchase Price for Tax purposes) to the different Transferred Assets and the
Assumed Liabilities pursuant to Section 1000 of the United States Internal
Revenue Code of 1986, as amended, and the United States Treasury Regulations
promulgated thereunder (hereinafter the "CODE") (the "ALLOCATION STATEMENTS")
and provide Seller with the Allocation Statements and all supporting
documentation for Seller's review and consent, which will not be unreasonably
withheld.

      Buyer and Seller shall each file all income, franchise and other Tax
Returns (as defined below), and execute such other documents as may be required
by any Governmental Authority, in a manner consistent with the Allocation
Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code
based on the Allocation Statements and deliver such form and all documentation
used in the preparation and support of such Allocation Statements and Form
(including, but not limited to, appraisals) to the Seller within 30 days after
finalizing of the Allocation Statements. The Buyer and the Seller agree to file
such form with each relevant taxing authority and to refrain from taking any
position inconsistent with such form or Allocation Statements.

      3.2. FILLING OF RETURNS AND PAYMENT OF TAXES. Seller shall prepare and
file, or cause to be prepared and filed, with the appropriate authorities all
Tax returns, reports and forms (herein "TAX RETURNS") and shall pay, or cause to
be paid, when due all Taxes relating to the Transferred Assets and the Assumed
Liabilities attributable to any taxable period which ends on or prior to the
Closing Date (herein "PRE-CLOSING TAX PERIOD"). Buyer shall prepare and title,
or cause to be prepared and filed, with the appropriate authorities all Tax
Returns, and shall pay, or cause to be paid, when due all Taxes relating to the
Transferred Assets and Assumed Liabilities attributable to taxable periods which
are not part of the Pre-Closing Tax Period. If, in order to properly prepare
its Tax Returns required to be filed with Governmental Authorities, it is
necessary that a party be furnished with additional information, documents or
records relating to the Transferred Assets and the Assumed Liabilities, both
Seller and Buyer agree to use reasonable efforts to furnish or make available
such existing, non-privileged information at the recipient's request, cost and
expense provided, however, that no party shall be entitled to review or examine
the Tax Returns of any other party.

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For purpose of this Section 3.2, in the case of any Taxable period that includes
(but does not end on) the Closing Date (a "STRADDLE PERIOD"), the Taxes for the
Pre-Closing Tax Periods shall be computed as if the Pre-Closing Tax Period ended
as of the close of business on the Closing Date and the amount of Taxes for
taxable periods that are not part of the Pre-Closing Tax Period shall be the
excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for
the Pre-Closing Tax Period.

      3.3 REFUNDS AND CREDITS. Any refunds and credits attributable to the
Pre-Closing Tax Period shall be for the amount of the Seller.

      3.4 TRANSFER TAXES. Except as provided in Section 9.3, all transfer,
documentary, sales, use, registration, value-added, stamp duty, goods and
services, real estate transfer, and any similar taxes and related fees
(including interest, penalties and additions to tax) incurred in connection
with this Agreement, the other Operative Agreements and the transactions
contemplated, hereby and thereby shall be borne by Buyer, in addition to the
consideration provided for in Section 1.3. To the extent permitted by applicable
law, Buyer and Seller shall cooperate with each other to obtain exemptions from
such taxes, provided that neither party shall be obligated to seek any exemption
that could reasonable be expected to result in any government audit of its books
and records.

      3.5 TAX DEFINITIONS. For purposes of this Agreement, "TAX" or "TAXES"
shall mean all taxes, imports, duties, withholdings, charges, fees, levies, or
other assessments imposed by any governmental or taxing authority, whether
domestic or foreign, (including but not limited to, income, excise, property,
sales, use, transfer, conveyance, payroll, or other employment related tax,
license, registration, ad valorem, value added, withholding, social security,
national insurance (or other similar contributions or payments), franchise,
estimated severance, stamp taxes, taxes based upon or measured by capital stock,
net worth or gross receipts and other taxes) together with all interest, fines,
penalties and additions attributable to or imposed with respect to such amounts
and any obligations under any agreement or arrangements with any Person with
respect to such amounts.

                        ARTICLE IV ADDITIONAL AGREEMENTS.

      4.1 CONSENTS, NOVATIONS AND SUBCONTRACTED WORK. Buyer and Seller shall use
reasonable efforts to obtain, as soon as practicable, all requisite consents to
transfers, assignments and novations, as the case may be, of all of the
Transferred Assets and the Assumed Liabilities. Buyer shall cooperate with
Seller (including where necessary, entering into appropriate instruments of
assumption as shall be agreed upon) to have Seller released from all liability
(other than any liabilities arising prior to the Closing Date) to third parties
with respect to the Assumed Liabilities and the Parties will each solicit such
releases concurrently, in a manner acceptable to the Parties, with the
solicitation of consents from third parties to the transfer, assignment and
novation of the Transferred Assets and the Assumed Liabilities, provided, that
neither Party shall be

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required to grant any additional consideration to any third party in order to
obtain any such consent, novation, assumption or release. With respect to any
Assumed Liabilities for which Seller has any secondary liability to third
parties. Bayer shall provide Seller reasonable access and information in order
for Seller to ascertain continuing compliance by Buyer with all contract terms
and conditions applicable thereto. The material consents to assignments or
novations identified by the Parties as of the Date of Execution, if any, are
listed on Schedule 4.1. If any such required consents and novations cannot be
secured without the incurring of any significant additional costs, where
additional action is deemed necessary by the Parties, the Parties hereby agree
to proceed with respect to the underlying rights and obligations as shall permit
Buyer to perform the obligations of Seller thereunder, as a subcontractor or
otherwise, and Buyer to obtain the benefit thereof and to the use of the
Transferred Assets (the "SUBCONTRACTED WORK"); and until the requisite consents
and novations are obtained, such obligations will not be deemed to be included
in the Assumed Liabilities and nothing contained herein will be deemed to
constitute a breach of the contract underlying such rights and obligations.
Buyer agrees to diligently perform and discharge the obligations of Seller in
connection with the Subcontracted Work directly, or indirectly through Seller,
as applicable; and to the extent that consents to assignment and novation are
obtained after the Closing, the Parties agree that such obligations will no
longer be considered to be Subcontracted Work at such time, but will instead be
deemed to be Assumed Liabilities for all purpose of its Agreement.

      4.2 REAL ESTATE PROPERTY AND LICENSE AGREEMENT. The Real Estate Property
and License Agreement entered into by the Parties dated the date hereof contains
certain agreements between the Parties related to the Premises.

      4.3. FURTHER ACTION. Each of the Parties agrees to execute and deliver,
or, if applicable, to cause its Affiliates to execute and deliver, after the
Closing Date such other documents, certificates, agreements and other writings
and to take such other commercially reasonable actions as may be necessary or
desirable, in the opinion of both Parties' counsel, in order to consummate or
implement expeditiously the transactions contemplated under this Agreement.

      4.4. DISCHARGE OF ASSUMED LIABILITIES. Prior to the closing, Seller shall
discharge the Assumed Liabilities on a timely basis and in accordance with their
terms and Seller agrees that Buyer shall have no liability for any failure of
Seller to so discharge the Assumed Liabilities in accordance with their terms.
Following the Closing, Buyer shall discharge the Assumed Liabilities on a timely
basis and in accordance with their terms and Buyer agrees that Seller shall have
no liability for any failure of Buyer to so discharge the Assumed Liabilities in
accordance with their terms.

      4.5. POST-CLOSING PAYMENTS. The Parties acknowledge that, after the
Closing Date, Seller may make payments to third parties on behalf of Buyer
associated with certain Transferred Assets and Assumed Liabilities. Buyer agrees
to reimburse Seller for such payments, to the extent that they relate to the
period after the Closing, promptly upon receipt of an invoice from Seller.
Seller shall invoice Bayer monthly on the fifteenth (15th)day of each month. If
Buyer disputes such invoice on the basis that

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such payment did not relate to the Transferred Assets or the Assumed Liabilities
for any period after the Closing, Buyer shall, within fourteen (14) calendar
days of receiving such invoice, give notice to Seller of such dispute and the
Parties shall set in good faith to immediately resolve such dispute. All amounts
payable by Buyer to Seller pursuant to this Section 4.5, shall be paid in
immediately available funds in U.S. Dollars to Seller's account set forth in
Section 1.3.

      4.6. LICENSE AND PERMITS. Buyer must seek a regulatory or other permitted
transfer of, or obtain through separate application for itself, any applicable
licenses and permits, including environmental licenses and permits, which are
required for Buyer's operation or ownership of the Transferred Assets. For
ninety (90) days from the Date of Execution, Seller will, to the extent that
Seller deems commercially reasonable, assist Buyer in such matters.

               ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

      As of the Date of Execution and as of the Closing Date, Buyer hereby
represents and warrants to Seller as follows:

      5.1. INCORPORATION. Buyer is a corporation duly organized and validly
existing in good standing under the laws of the People's Republic of China, with
all requisite corporate power and authority to own its properties and conduct
its business as now being conducted, and is duly qualified in each jurisdiction
in which its ownership of property requires such qualification except where the
failure to [ILLEGIBLE] qualify would not have a material adverse effect on
Buyer.

      5.2. BINDING EFFECT, AUTHORIZATION; VALIDITY TO AGREEMENT. Buyer has the
requisite corporate power and authority to execute and deliver each of the
Operative Agreements and to perform its obligations under each of the foregoing.
Each of the Operative Agreements has been duly and validly authorized, executed
and delivered by Buyer and constitutes the legal, valid and binding obligations
of Buyer in accordance with its respective terms. No other corporate actions or
proceeding on the part of Buyer are necessary to authorize the Operative
Agreement and the transactions contemplated by any of the foregoing.

      5.3. NO CONFLICT. The Execution and delivery by Buyer of this Agreement
and the other Operative Agreement does not, and the performance by Buyer of its
obligations hereunder and thereunder do not and will not:

      (a) conflict with or result in a breach of any of the provisions of its
Articles of Association;

      (b) breach, violate or contravene any Governmental Rule, or create any
right of termination or acceleration or Lien, that individually or in the
aggregate, would have [ILLEGIBLE] material adverse effect on (i) its authority
or ability to perform any of its obligations.

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under this Agreement or the other Operative Agreements or (ii) accept transfer
and assignment of the Transferred Assets and the Assumed Liabilities, or

      (c) conflict in any respect with, or result in a breach of or default
under, any Contract, license, franchise, permit or any other agreement or
instrument to which Buyer or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries or any of its or their properties may be affected or
bound that, individually or in the aggregate, would have a material adverse
effect on(i) its authority or ability to perform its obligations under this
Agreement or the other Operative Agreements or (ii) the Assumed Liabilities
(except for agreements and instruments that required the consent or approval of
a third party after the Date of Execution and on or before Closing, or such
other date as the Parties may agree, for the transactions contemplated by this
Agreement).

      5.4. NO BROKER. Neither Buyer nor any of its Subsidiaries has engaged any
corporation, firm or other Person who is entitled to any fee or commission as a
finder or a broker in connection with the negotiation or this Agreement or the
other Operative Agreements or the consummation of the transactions contemplated
hereby and thereby, and Buyer shall be responsible for all liabilities and
claims (including costs and expenses of defending against same) arising in
connection with any claim by a finder or broker that it acted on behalf of Buyer
or any of its Subsidiaries in connection with the transactions contemplated
hereby and thereby.

      5.5. ACTIONS AND PROCEEDINGS. There are no (a) outstanding judgments,
orders, writs, injunctions or decrees of any court, Governmental Authority or
arbitration tribunal that have a material adverse effect on the Buyer's ability
to perform its obligations under the Operative Agreements, or (b) actions,
suits, claims or legal, administrative or arbitration proceedings pending or, to
the knowledge of Buyer, threatened against Buyer that have a material adverse
effect on the Buyer's ability to perform its obligations under the Operative
Agreements.

              ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF SELLER

      As of the Date of Execution and as of the Closing Date and except as set
forth on the disclosure schedule delivered by the Seller to Buyer (the
"DISCLOSURE SCHEDULE"), Seller hereby represents and warrants to Buyer as
follows.

      6.1. INCORPORATION. Seller is a duly incorporated and validly existing
corporation in good standing under the lows of the People's Republic of China,
with all requisite corporate power and authority to own its properties and
conduct its business, and is duly qualified in each jurisdiction in which its
ownership of property requires such qualification except where the failure to so
quality would not have a material adverse effect upon the Transferred Assets.

      6.2. BINDING EFFECT; AUTHORIZATION; VALIDITY OF AGREEMENT. Seller has the
requisite corporate power and authority to execute and deliver the Operative
Agreements and to perform its obligations under each of the foregoing. Each of
the Operative Agreement has been duly and validly authorized, executed and
delivered by Seller and

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constitutes the legal, valid and binding obligations of Seller in accordance
with its respective terms. No other corporate actions or proceedings on the part
of Seller are necessary to authorize the Operative Agreement and the
transactions contemplated by any of the foregoing.

      6.3. NO CONFLICT. The execution and delivery by Seller of this Agreement
and the other Operative Agreement does not, and the performance by Seller of its
obligations hereunder and thereunder do not and will not:

      (a) conflict with, or result in a breach of, an of the provisions of its
Articles of Association;

      (b) breach, violate or contravene any Governmental Rule or create any
right of termination or acceleration or Liens, that, individually or in the
aggregate, would have a material adverse effect on (i) its authority or ability
to perform its obligations under the Operative Agreements, or (ii) the
Transferred Assets, or

      (c) conflict in any respect with, or result in a breach of or default
under, any Contract, license, franchise, permit or any other agreement or
instrument to which Seller or any of its Subsidiaries is a party or by which it
or any of its Subsidiaries or any of its or their properties may be affected or
bound that, individually or in the aggregate, would have a material adverse
effect on (i) its authority or ability to perform its obligations under this
Agreement or the other Operative Agreements, or (ii) the Transferred Assets
(except for agreements and instruments that require the consent or approval of a
third party after the Date of Execution and on or before Closing, or such other
date as the Parties may agree, for the transactions contemplated by this
Agreement).

      6.4. NO BROKER. Seller has engaged no corporation, firm or other Person
who is entitled to any fee or commission as a finder or a broker in connection
with the negotiation of this Agreement or the other Operative Agreements or the
consummation of the transactions contemplated hereby and thereby, and Seller
shall be responsible for all liabilities and claims (including costs and
expenses of defending against same) arising in connection with any claim by a
finder or broker that it acted on behalf of Seller in connection with the
transactions contemplated hereby.

      6.5. TITLE TO THE TRANSFERRED ASSETS. Seller or a Seller Affiliate has
good and marketable title to the Transferred Assets listed on Schedule 1.1 and
the tangible property that is the subject of the Assumes Liabilities in Schedule
1.4A hereto, free and clear of any Liens, other than Permitted Liens. At
Closing, all of the Transferred Assets shall be transferred by Seller to the
Buyer free and clear of any and all Lien (other than Permitted Liens), together
with any and all consents of third parties required to transfer the Transferred
Assets to the Buyer, except where the failure to obtain such consent would not
have a material adverse effect on the Transferred Assets collectively.

      6.6. ACTIONS AND PROCEEDING. There are no (a) outstanding judgments,
orders writs, injunctions or decrees of any court, Governmental Authority or
arbitration tribunal

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that have a material adverse effect on the Seller's ability to perform its
obligations under the Operative Agreements; or (b) actions, suits, claims or
legal, administrative or arbitration proceedings pending or, to the knowledge of
Seller, threatened against Seller that have a material adverse effect on the
Seller's ability to perform its obligations under the Operative Agreements.

      6.7. NO RIGHTS IN OTHERS TO TRANSFERRED ASSETS. Neither Seller nor any
Affiliate of Seller is party to any outstanding Contracts giving any Person any
present or future right to require Seller to transfer to any Person any
ownership or possessory interest in, or to grant any lien on, any of the
Transferred Assets, other than pursuant to this Agreement.

      6.8. CONTRACTS. Schedule 1.1 and 1.4 together contain a true and complete
list of material contracts related to the Premises and included in the
Transferred Assets and Assumed Liabilities. Seller has performed or is
performing all material obligations required to be performed by it under such
Contracts and is not (with or without notice, lapse of time or both) in breach
or default in any material respect thereunder; and, to the knowledge of Seller,
no other party to any of such Contracts is (with or without notice or lapse of
time or both) in breach or default in any material respect thereunder. All the
Contracts relating to the Transferred Assets have been either completed,
ongoing, terminated or suspended as specified in the "remarks" column of the
table attached hereto as Schedule 1.1 and that all Contracts regarding the
Assumed Liabilities, listed on Schedule 1.4, and marked "suspended" may be
resumed at the sole option or Seller and/or assigned by Seller in Buyer without
penalties.

Each Contract regarding the Assumed Liabilities and set forth on Schedule 1.4A
is in full force and effect and there exists no (i) event of default under such
contract by either Seller or any other party to any such Contract or (ii) event,
occurrence, condition or act (including the consummation of the transactions
contemplated hereby) which, with the giving of notice, the lapse of time or the
happening of any other event or condition, would become an event of default
under such Contract by either Seller or any other party thereto. With the
exception of retention payments disclosed to Buyer, Seller does not have any
outstanding liability or obligation under any such Contract and Seller will
fully discharge all of its obligations and liabilities in accordance with its
terms, and has or will pay all its contractors and all fees in respect of the
construction and commissioning of the Premises (including, but not limited to,
administrative charges, fees for engineering works, registration fee and survey
fees, etc.).

      6.9. SELLER'S USE OF TRANSFERRED ASSETS PRIOR TO CLOSING. From the date of
this Agreement until the Closing Date, except as contemplated under the Real
Estate Property and License Agreement, Seller will not use the Transferred
Assets in any material way whatsoever, and will refrain from taking any actions
(including omissions to do anything), which would materially cause harm to or
adversely affect the value of the Transferred Assets.

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      6.10. WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
MADE BY SELLER IN THIS ARTICLE VI, SELLER MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, CONCERNING THE TRANSFERRED ASSETS AND ASSUMED LIABILITIES,
IT BEING SPECIFICALLY UNDERSTOOD BY BUYER THAT, EXCEPT FOR THE EXPRESS
WARRANTIES SET FORTH IN THIS ARTICLE VI, THE TRANSFERRED ASSETS AND ASSUMED
LIABILITIES ARE BEING SOLD AND TRANSFERRED "AS IS" IN ALL RESPECTS, SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF BUYER'S, WHETHER OR NOT SELLER HAS BEEN MADE AWARE
OF ANY SUCH PURPOSE.

      6.11. TAX MATTERS. Seller has timely field within the time period for
filling or any extension granted with respect thereto, all Tax returns which it
is required to file relating or pertaining to any all Taxes attributable to or
levied upon the Transferred Assets with respect to the Pre-Closing Tax Period
and has paid any and all Taxes it is required to pay in connection with the
taxable period to which such Tax returns relate. There are (and as or
immediately following the Closing there will be ) no liens for taxes on the
Transferred Assets, other than Permitted Liens, and no action, proceeding or, to
use Knowledge of sellers, investigation has been instituted against Seller which
would give rise to any such lien, other than Permitted liens. Seller has no
knowledge of any claims asserted or threatened with resect to any Taxes.

      6.12. COMPLIANCE WITH APPLICABLE LAWS. Except the disclosed in the
Disclosure Schedule, Seller is conducting its business and activities relating
to the Transferred Assets and the Assumed Liabilities in a material compliance
with applicable statutes, laws, ordinances, rules, orders and regulations of all
Governmental Authorities.

                  ARTICLE VII. CONDITIONS OF BUYER'S OBLIGATIONS

      The Obligation of Buyer to consummate the transactions contemplated herein
is subject to the satisfaction (or waiver by Buyer) of the conditions set forth
below in this Article.

      7.1. REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Seller made in this Agreement and the other Operative Agreements shall be true
and correct in all material respects as of the Date of Execution and as of the
Closing Date with the same effect as if made at and as of the Closing Date,
except to the extent such representations and warranties expressly relate to
and earlier time in which case such representations and warranties shall be true
and correct in all material respects as of such earlier time. Seller shall have
performed or complied with in all material respects its respective covenants,
agreements and undertakings contained in this Agreement and the other Operative
Agreements required to be performed at or prior to the Closing.

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      7.2. CONSENTS, APPROVALS, AND INJUNCTIONS. Seller shall have obtained or
made all consents, approvals, orders, licenses, permits and authorizations of,
and registrations, declarations and fillings with any Governmental Authority of
any other Person required to be obtained or made by or with respect to the
transfer and sale of the Transferred Assets in connection with the execution and
delivery of this Agreement and the other Operative Agreements and the
consummation of the transactions contemplated herby and thereby (including
without limitation, the transfer and assignment of the Transferred Assets and
the Assumed Liabilities).

            7.3. CONSENTS, GOVERNMENTAL ACTIONS, PERMITS; BURDENSOME CONDITIONS.

      (a) All Governmental Actions set forth on Schedule 7.3(a), if any,
including the issuance or transfer of all permits or other consents of
Governmental Authorities necessary for Seller to transfer the Transferred Assets
shall (i) have been taken, given or obtained, (ii) be in full force and effect,
and (iii) not be subject to any pending proceedings or appeals, administrative,
judicial or otherwise (and the time for appeal shall have expired of, if an
appeal shall have been taken, it shall have been dismissed).

      (b) No burdensome Condition shall exist with report to Buyer in connection
with the transactions contemplated by the Operative Agreements.

      7.4. GOVERNMENTAL RATE. No Governmental Rule shall have been instituted,
issued or proposed to restrain, enjoin or prevent the consummation of the
transactions contemplated by this Agreement and the other Operative Agreements
or to invalidate, suspend or require modification of any material provision of
any Operative Agreement.

      7.5. OPERATIVE AGREEMENTS AND OTHER AGREEMENTS. Seller shall have entered
into each of the Operative Agreements to be executed by it and each such
Operative Agreement shall be in full force and effect without breach thereunder
by Seller, International Business Machines Corporation and Amkor Technology,
Inc, shall have entered into the Intellectual Property Agreements, "Goods
Agreement" and related "Statement of Work" and " Attachments" to such"
Statement of Work", and each such agreement shall be in full force and effect
without breach thereunder by International Business Machines Corporation. IBM
Singapore Pte Ltd and Amkor Technology Singapore Pte. Ltd. shall have entered
into the "Transition Services Agreement", the "Asset Purchase Agreement",
Including its related "Assignment and Assumption Agreement", as well as a
related "Real Estate Lease Assignment Agreement", and each such Agreement shall
be in full force and effect without breach thereunder by IBM Singapore pte Ltd.

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Xin and Buyer shall have entered into a "Sales Contract of Commodity Premises"
for the Transfer of the Premises and such agreement shall be in full force and
effect without breach thereunder by Xin. Xin and Seller shall have entered into
the "Lease Modification and Termination Agreement" and such agreement shall be
in full force and effect without breach thereunder by either party thereto.

      7.6. INJUNCTION, ORDERS. (a) No injunction order or decree of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit,
claim, proceeding or investigation shall be pending or threatened by or before
any Governmental Authority as of the Closing, which would restrain, prohibit or
make unlawful the transfer to, and the ownership and operation by Buyer of the
Transferred Assets or the assumption by Buyer of the Assumed liabilities or
invalidate or suspend any provision of the Operative Agreements in any material
respect.

      (b) No action or proceeding challenging the transactions or any provision
of this Agreement or the other Operative Agreements in any material respect
shall be pending or threatened against any party.

      7.7. CLOSING DOCUMENTS. Seller shall have delivered to Buyer the
following documents.

      (a) a certificate of a duly authorized officer of Seller, dated as of the
Closing Date, to the effect that the representations and warranties of Seller in
this Agreement are true and correct in all material respects (save as disclosed
or qualified in the Disclosure Schedule) and that all actions required to be
taken by seller prior to the Closing have been duly taken;

      (b) a certificate of a director or the secretary or assistant secretary of
Seller, dated the Closing Date, as to the continued existence of Seller and
certifying the authorization of the execution of the certificate described in
Section 7.7(a) and the execution, delivery and performance of the Operative
Agreements; and

      (c) Seller shall have delivered to Buyer each of the documents referred to
in Section 2.2(a).

      7.8. NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change to the Transferred Assets since the Date of Execution.

      7.9. CONDITION OF ASSETS. To a material extent, the Transferred Assets
shall not have been damaged or destroyed, prior to the Closing Date, by fire or
other casually, whether or not fully covered by insurance.

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                ARTICLE VIII. CONDITIONS TO SELLER'S OBLIGATIONS.

      The obligations of Seller ??? the transactions contemplated herein Shall
be subject to the satisfaction (or waiver by seller) of the conditions set forth
below in this Article.

      8.1 PAYMENT OF PURCHASE PRICE AND RECEIPT OF PARENT GUARANTY FOR THE
SECOND INSTALLMENT OF THE PURCHASE PRICE.

      (a)   The payment of the first installment of the Purchase Price, at
            Closing, in the manner specified in Section 1.3.

      (b)   The receipt by Seller of a parent guaranty, in a form satisfactory
            to seller, issued by Amkor Technology, Inc. ("Buyer's Parent") for
            the second installment of the Purchase Price (twelve million U.S.
            Dollars (US$ 12,000,000)), and compliance by Buyer's parent with the
            conditions to Closing set out in such parent guaranty.

      8.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Buyer made in this Agreement and the other Operative Agreements shall be true
and correct in all material respects as of the date of this Agreement and as of
the Closing Date with the same effect as if made at and as of the Closing Date,
except to the extent such representation and warranties expressly relate to an
earlier time in which case such representations and warranties shall be true and
correct in all material respects as of such earlier time. Buyer shall have
performed or complied with in all material respects its respective covenants,
agreements and undertakings contained in this Agreement and the other Operative
Agreements required to be performed at or prior to the Closing.

      8.3 CONSENTS, APPROVALS AND INJUNCTIONS. (a) Buyer shall have obtained or
made all consents, orders, approvals, licenses, permits and authorizations of,
and registrations, declarations and filings with, any Governmental Authority or
any other Person required to be obtained or made by or with respect to Buyer in
connection with the execution and delivery of this Agreement and the other
Operative Agreements, and the consummation of the transactions contemplated
hereby and thereby (including without limitation, the ownership and operation of
the Transferred Assets and the assumption of the Assumed Liabilities).

      8.4 CONSENTS, GOVERNMENTAL ACTIONS, PERMITS; BURDENSOME CONDITIONS.

      (a) All Governmental Actions set forth on Schedule 7.3 (a), if any,
including the issuance or transfer of all permits or other consents of
Governmental Authorities necessary for Buyer to receive the Transferred Assets
shall (i) have been taken, given or obtained, (ii) be in full force and effect,
and (iii) not be subject to any pending proceedings or appeal, administrative,
judicial or otherwise (and the time for appeal shall have expired or, if an
appeal shall have been taken, it shall have been dismissed)

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      (b) No Burdensome Condition shall exist with respect to Seller in
connection with the transactions contemplated by the Operative Agreements.

      8.5. GOVERNMENTAL RULE. No Governmental Rule shall have been instituted,
issued or proposed to restrain, enjoin or prevent the consummation of the
transactions contemplated by this Agreement, and the other Operative Agreements
or to invalidate, suspend or require modification of any material provision of
any Operative Agreement.

      8.6. OPERATIVE AGREEMENTS AND OTHER AGREEMENTS. Buyer shall have entered
into each of the Operative Agreements to be executed by it and each such
Operative Agreement shall be in full force and effect without breach thereunder
by Buyer.

Amkor Technology, Inc. and International Business Machines Corporation shall
have entered into the Intellectual Property Agreements, "Goods Agreement" and
related "Statement of Work" and "Attachments" to such "Statement of Work", and
each such agreement shall be in full force and effect without breach thereunder
by Amkor Technology, Inc. IBM Singapore Pte Ltd and Amkor Technology, Singapore
Pte. Ltd. shall have entered into the "Transition Services Agreement", the
"Asset Purchase Agreement", including its related "Assignment and Assumption
Agreement", as well as a related "Real Estate Lease Assignment Agreement", and
each agreement shall be in full force and effect without breach thereunder by
Amkor Technology, Singapore Pte. Ltd. Xin and Buyer shall have entered into a
"Sales Contract of Commodity Premises" for the transfer of the Premises and such
Agreement shall be in full force and effect without breach thereunder by either
party thereto. Xin and Seller shall have entered into the "Lease Modification
and Termination Agreement" and such agreement shall be in full force and effect
without breach thereunder by Xin.

      8.7. INJUNCTIONS, ORDERS. No injunction, order or decree of any
Governmental Authority shall be in effect as of the Closing, and no lawsuit,
claim, proceeding or investigation shall be pending or threatened by or before
any Governmental Authority as of the Closing, which would restrain, prohibit or
make unlawful the transfer to Buyer, or the ownership and operation by Buyer, of
the Transferred Assets, or the assumption by Buyer of the Assumed Liabilities,
or invalidate or suspend any provision of any Operative Agreement.

      8.8. CLOSING DOCUMENTS. Buyer shall have delivered to Seller the following
documents:

            (a) a certificate of a duly authorized officer of Buyer, dated the
Closing Date, to the effect that Buyer's representations and warranties in this
Agreement are true and correct and that all actions required to be taken by
Buyer have been duly taken, as of the Closing Date; and

            (b) a certificate of a director or the secretary or assistant
secretary of Buyer, dated the Closing Date, as to the continued existence of
Buyer, certifying the

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authorization of the execution of the certificate described in Section 8.8(a)
and the execution, delivery and performance of the Operative Agreements as of
the closing Date.

                  ARTICLE IX. TERMINATION AND ABANDONMENT; RETURN OF

PURCHASE PRICE

      9.1 METHODS OF TERMINATION. This Agreement may be terminated and the
transactions herein contemplated may be abandoned at any time:

            (a)   by mutual written consent of Buyer and Seller;

            (b)   by Buyer or seller if this Agreement is not consummated on or
      before June 15, 2004;

            (c)   by Buyer if as of the Closing Date any of the conditions
      specified in Article VII hereof have not been satisfied; or

            (d)   by Seller if as of the Closing Date any of the conditions
      specified in Article VIII hereof have not been satisfied.

      9.2 PROCEDURE FOR AND UPON TERMINATION. The Party exercising any
termination right in Section 9.1 must first give at least 30 days' prior written
notice of such termination to the other Party. Such notice shall contain the
date that termination and abandonment will become effective. The other party may
then cure any event creating such termination right if such event can be cured.
If there is no cure during such notice period, then termination and abandonment
shall become effective on the date set forth in the notice of termination. In
the event of termination and abandonment pursuant to Section 9.1(b)-(d), this
Agreement shall terminate and shall be abandoned, without further action by any
Party. If this Agreement is terminated as provided herein, each Party shall
either destroy or redeliver all documents and other material of the other Party
relating to the transaction contemplated hereby, whether obtained before or
after the execution hereof, to the other Party.

      9.3 RETURN OF PURCHASE PRICE

      If subsequent to Closing, Buyer is entitled to require Seller to refund
such portions of the Purchase Price previously paid by Buyer pursuant to section
6.5 of the Real Estate Property and License Agreement, then, notwithstanding any
provision under this Agreement, Buyer shall be entitled to declare that Closing
of the sale and purchase of the Transferred Assets hereunder be null and void by
giving ten (10) days prior written notice to seller. In such case, Seller shall
immediately refund to Buyer such portions of the Purchase Price Previously paid
by Buyer. Such refund shall be by electronic funds transfer, in immediately
available funds in U.S. Dollars to an account to be specified by Buyer.

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Notwithstanding anything to the contrary hereunder, all transfer, documentary,
sales, use registration, value-added, stamp duty, goods and service, real estate
transfer, and any similar taxes and related fees (including interest, penalties
and additions to tax)incurred under this section 9.3 shall be equally borne by
the parties. Further, Buyer's entitlement to require Seller to refund the
Purchase Price as described above and Seller's obligation to so refund the
Purchase Price shall survive Closing or any termination of this Agreement until
May 1,2005, Promptly after Buyer's actual receipt of such refund of the Purchase
Price, Buyer shall transfer, assign and novate, and Seller shall so accept,
Buyer's rights, interests to the Transferred Assets and Buyer's rights,
interests, obligations and liabilities with respect to the Assumed Liabilities
in such state and condition, as is, as of the time of the notice given by Buyer
to Seller under this Section 9.3 but free and clear of all Liens except
Permitted Liens. The provisions of this Section 9.3 shall be without prejudice
to the Parties' respective indemnification rights and other remedies hereunder
or under any of the Operative Agreements.

                           ARTICLE X. GENERAL MATTERS.

      10.1. SURVIVAL.

      (a)Notwithstanding any investigation by the Parties, all representations,
and warranties made by the Parties under this Agreement or in any schedule,
document, certificate or other instrument delivered by or on behalf of the
Parties pursuant to this Agreement shall be made and relate only to the Date of
Execution and the Closing Date, but any claim for breach thereof shall continue
in full force and effect after the Date of Execution and after the Closing Date
for a period of twelve (12) months after the Closing Date, after which time they
shall cease; provided, however, that all representations and warranties relating
to the Assumed Liabilities shall survive the Closing Date until the expiration
of the applicable statute of limitation with respect thereto. For clarification,
any claim for breach of a representation or warranty that is field with a court
having jurisdiction over both Parties and such subject matter within twelve (12)
months after the Closing Date (or within the applicable statute of limitation
period if such claim is for breach of a representation or warranty relating to
the Assumed Liabilities) shall survive until final judicial disposition of such
claim.

      (b) Notwithstanding anything to the contrary herein, any provision of
this Agreement, including, but not limited to Section 1.3 (Consideration), 9.3
(Return of Purchase Price ),10.1 (Survival),and 10.2(indemnification), which by
its terms explicitly contemplates the existence of a right or performance of an
obligation for a period of time beyond the Closing and/or termination of this
Agreement, will survive Closing and/or termination of the Agreement for such
specified period. In addition to the foregoing, the provisions of Sections 10.3
(Limitation of Liability), 4.4 (Discharge of Assumed Liabilities), 10.9
(Modifications and Waiver), 10.10 (Governing Law), 10.11 (Dispute Resolutions),
10.13 (Assignment),10.15 (No Third Party Beneficiaries), and 10.16 (Entire
Agreement) shall survive indefinitely.

      10.2. INDEMNIFICATION.

                                       20


                                                                  EXECUTION COPY

            (a) Indemnification by Seller: From the Closing Date until the
fourth anniversary of the Closing Date only. Seller shall fully indemnify,
defend and hold harmless Buyer and Buyer's Affiliates, and their respective
officers, directors, employees, representatives and agents (each, a "BUYER
INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") from and
against any and all claims, liens, demands, actions, judgments, proceedings,
liabilities (whether accrued, absolute, contingent or otherwise) and reasonable
associated expenses (including reasonable attorney's fees) ("Claims"), provided
that such Claims (i) are brought by third parties against a Buyer Indemnified
Party (or Buyer Indemnified Parties), and (ii) directly arise from and relate
to the time period prior to the Closing, including, in cases of environmental
claims, that the basis for the claim is a Hazardous Substance existing on or
under the Premises prior to the Closing, and (iii) directly arise from and
relate to a violation of a China Governmental Rule in effect on the Closing Date
or any other obligation of Seller on or prior to the Closing Date, and (iv)
directly arise from and relate to either (a) Seller's ownership or use of the
Transferred Assets, (b) Seller's performance of the Assumed Liabilities, and/or
(c) Seller's leasing or use of the Premises, (individually referred to as a
"THIRD PARTY CLAIM AGAINST BUYER" and collectively as, "THIRD PARTY CLAIMS
AGAINST BUYER"). "HAZARDOUS SUBSTANCES" means, without regard to amount and/or
concentration, petroleum, petroleum distillates, petroleum products, pesticides,
radioactive materials and substances, friable asbestos as of Closing,
polychlorinated biphenyls ("PCBs"), polyurethane foam insulation, radon and any
materials or substances which are regulated under or defined as, or otherwise
included in the definition, of "hazardous substances", "hazardous wastes", or
"TOXIC SUBSTANCES" in any applicable Environmental Law, and constituents and
degradation products of any of the foregoing. "ENVIRONMENTAL LAW" shall mean, as
may be amended, any China law, statute, ordinance, code, rule or regulation
relating to protection of the environment and/or governing the use, handling,
generation, treatment, recycling, storage, manufacture, transportation or
disposal of Hazardous Substances.

            (b) Indemnification by Buyer: Until the fourth anniversary of the
date on which Seller knew or should have known about specific third party claims
or environments matters, Buyer shall fully indemnify, defend and hold harmless
Seller and seller's Affiliates, and their respective officers, directors,
employees, representatives and agents (each, a "SELLER INDEMNIFIED PARTY" and
collectively, the "SELLER INDEMNIFIED PARTIES") from and against any and all
Claims that (i) are brought by third parties against a Seller Indemnified Party
(or Seller Indemnified Parties), and (ii) directly arise from and relate to the
time period after the Closing, including, in cases of environmental claims, that
the basis for the claim is a Hazardous Substance existing on or under the
Premises after the Closing, and (iii) directly arise from and relate to a
violation of a China Governmental Rule in effect after the Closing Date or any
other obligation of Buyer on or after the Closing Date and (iv) directly arise
from and relate to either (a) Buyer's ownership or use of the Transferred
Assets, (b) Buyer's performance of the Assumed Liabilities, and/or (c) Buyer's
leasing or use of the Premises, (individually referred to as a "THIRD PARTY
CLAIM AGAINST SELLER" and collectively as, "THIRD PARTY CLAIMS AGAINST SELLER").

            (c) Procedure for Third Party Claim Indemnification.

                                       21


                                                                  EXECUTION COPY

            (1) Promptly after receipt by an indemnified party of notice of a
claim or the commencement of any proceeding against it, such indemnified party
will, if a claim is to be made against an indemnifying party under such
Section, give notice in writing to the indemnifying party of the commencement
of such claim, but the failure to notify the indemnifying party will not
relieve the indemnifying party of any liability that it may have to any
indemnified party, except to the extent that the indemnifying party demonstrates
that the defense of such action is prejudiced by the indemnified party's failure
to give such notice.

            (2) The indemnifying party will be entitled to participate in such
Claim and, to the extent that it wishes (unless (i) the indemnifying party is
also a party to such proceeding and the indemnified party determines in good
faith that joint representation would be inappropriate, or (ii) the indemnifying
party fails to provide reasonable assurance to the indemnified party of its
financial capacity to defend such proceeding and provide indemnification with
respect to such proceeding), to assume, by written notice thereof within ten
(10) days of transmittal of the notice of the Claim by the indemnified party,
the defense of such proceeding with counsel satisfactory to the indemnified
party, provided, however, that the indemnifying party may not so assume the
defense if such Claim (A) may result in criminal proceedings, injunctions or
other equitable remedies in respect of the indemnified party or its business;
(B) may results in liabilities which, taken with other then existing Claims
under this Section 10.2, would not be fully indemnified hereunder; (C) may have
a material adverse effect on the business or financial condition of the
indemnified party after the Closing Date; (D) is for an alleged amount of less
than $25,000; or (E) upon petition by the indemnified party, if an appropriate
court rules that the indemnifying party failed or is failing to vigorously
prosecute or defend such Claim, in which events the indemnified party shall
assume the defense. If the indemnifying party assumes the defense of a Claim by
a third party, (i) no compromise or settlement of such claims may be effected by
the indemnifying party without the indemnified party's consent unless (A) there
is no finding or admission of any violation of any legal requirement or any
violation of the rights of any Person and no effect on any other claims that may
be made against the indemnified party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or
settlement of such Claims effected without its consent. If notice is given to an
indemnifying party of the commencement of any Claim or proceeding and the
indemnifying party does not, within ten days after the indemnified party's
notice is given, give notice to the indemnifying party of its election to assume
the defense of such proceeding, the indemnified party will be bound by any
determination made in such proceeding or any compromise or settlement effected
by the indemnified party. A Claim for indemnification for any matter not
involving a third-party claim may be asserted by notice to the party from whom
indemnification is sought.

      10.3. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary
set forth in the Operative Agreements, unless this section is specifically and
expressly excluded from application to a specific Operative Agreement provision
in an Operative Agreement,

                                       22


                                                                  EXECUTION COPY

      (a)   neither Seller nor Buyer shall be liable to the other Party for any
            amounts with respect to the branch of an Operative Agreement(s)
            unless and until such amounts shall exceed in the aggregate one
            hundred thousand U.S. dollars (US$ 100,000) (the "LIMITATION
            AMOUNT") (in which case Seller or Buyer, as applicable, shall only
            be liable to the other Party with respect to the excess over the
            Limitation Amount);

      (b)   there shall be no Seller or Buyer liability to the other Party with
            respect to any such mater for individual amounts of less than
            Twenty-Five Thousand U.S. Dollars (US$25,000) and such amounts shall
            not be taken into account in determining whether the Limitation
            Amount has been exceeded;

      (c)   except with respect to Buyer's obligation to pay to Seller the
            Purchase Price, Seller's obligation to return such portion of the
            Purchase Price previously paid by Buyer under the circumstances
            described in Section 9.3, Buyer's payment and reimbursement
            obligations pursuant to sections 2.1, 5.3 and 6.2 of the Real Estate
            Property and License Agreement, and Seller's obligation to transfer
            to Buyer good and marketable title of the Transferred Assets, free
            and clean of any and all Liens (other than Permitted Liens), in
            accordance with this Agreement, in no event shall Seller's
            cumulative liability to Buyer in the aggregate, or Buyer's
            cumulative liability to Seller in the aggregate, exceed eleven
            million, five hundred thousand United States Dollars
            (US$11,500,000), provide, however, that the final one million, five
            hundred thousand United States Dollars (US$1,500,000) of such
            amount shall apply only if entitled to such sum under section 1.5
            and 1.6 in Appendix 4 of the Real Estate Property and License
            Agreement; and

      (d)   neither Seller nor Buyer shall be responsible with respect to any
            Operative Agreement or otherwise for any indirect, incidental,
            punitive, special or consequential damages whatsoever, including
            loss of profits or goodwill, business interruptions or claims of
            customer, even if advised of the possibility of such damages.

      10.4. PUBLIC ANNOUNCEMENTS. The Confidentiality Agreement is hereby
incorporated by reference and its provisions shall be deemed to apply to this
Agreement and the other Operative Agreements such that the existence of such
agreements and any information disclosed under such agreements shall be subject
to the provisions of the Confidentiality Agreement. For six (6) months after the
Closing Date, all public announcements relating to this Agreement or the
transactions contemplated hereby shall be made only after consultation between
the Parties, except for disclosures by either Party that in the opinion of
counsel for such Party are required by law, rule or regulation. Any disclosures
to customers in connection with commercial relationships shall not reveal the
Purchase Price of this Agreement. Notwithstanding the foregoing, either Party
shall have the right, in its sole discretion, to make such disclosures as it may
deem necessary or advisable to any Governmental Authority. In the event of a
breach or anticipatory breach

                                       23



                                                                  EXECUTION COPY

of this Section 10.4 by either Party, the other Party shall be entitled, in
addition to any and all other remedies available at law of in equity, to
preliminary and permanent injunctive relief and specific performance without
proving damages.

      10.5. COSTS. Each Party shall be responsible for the costs and expenses
incurred by it in the negotiation, execution and delivery of the Operative
Agreements and, except as otherwise provided elsewhere in such agreements, the
consummation of the transactions contemplated hereby and thereby.

      10.6. DUE DILIGENCE. Buyer has engaged in the entire due diligence effort
it deemed appropriate prior to executing this Agreement. The sale of the
Transferred Assets is based solely upon the results of that due diligence and
there has been no reliance upon the representations or statements of Seller,
other than as set forth in Article VI.

      10.7. RELEASES AND WAIVERS. The Parties acknowledge and agree that Seller
has, prior to Closing, delivered to Buyer signed releases and waivers in the
form acceptable by Buyer with respect to certain of the Contracts (Contract Nos.
A-05, M-02, M-03, M-04, M-08, M-11 and M-12).

      10.8. ACCESS TO BOOKS, RECORDS AND EMPLOYEES. For a period of fifteen (15)
months immediately after the Closing Date, Buyer shall permit Seller reasonable
access to any books and records relating to the period prior to the Closing and
transferred by Seller to Buyer pursuant to this Agreement. Such access shall
be during normal business hours or as the Buyer and Seller may otherwise agree.
Prior to such access, Seller shall provide Buyer at least 2 Business Day's
advance written notice.

      10.9. MODIFICATION AND WAIVER. No modification or waiver of any provision
of this Agreement and no consent by either Party to any departure therefrom
shall be effective unless in a writing referencing the particular section of
this Agreement to be modified or waived and signed by a duly authorized
signatory of each Party, and the same will only then be effective for the period
and on the conditions and for the specific instances and purposes specified in
such writing.

      10.10. GOVERNING LAW. This Agreement has been delivered at and shall be
deemed to have been made in China, and all matters arising from or relating in
any manner to the subject matter of this Agreement shall be interpreted and
construed, and the rights and liabilities of the Parties determined, in
accordance with the published laws of China applicable to agreements executed,
delivered and performed within China, without regard to the principles of
conflicts of laws thereof.

      10.11. DISPUTE RESOLUTION. Any dispute arising from or in connection with
this Agreement shall be submitted to China International Economic and Trade
Arbitration Commission for arbitration which shall be conducted in accordance
with the Commission's arbitration rules in effect at the time of applying for
arbitration. The arbitral award is final and binding upon the parties of the
arbitration, and any Party may

                                       24


                                                                  EXECUTION COPY

apply to a court of competent jurisdiction for enforcement of such award. The
arbitration fee shall be borne by the losing Party.

Unless it is required otherwise by law, any such arbitration must be commenced
no later than one (1) year from the date on which the complaining Party first
became aware, or reasonably should have become aware, of the facts or
circumstances giving rise to the dispute.

Within fifteen (15) calendar days after a request for arbitration is submitted,
each Party shall designate in writing one (1) arbitrator to resolve the dispute
who shall, in turn, jointly select a third arbitrator within fifteen (15)
calendar days after their designation. The third arbitrator is to be selected in
accordance with the procedure established by China International Economic and
Trade Arbitration Commission under its arbitration rules then in effect. If a
Party does not designate an arbitrator within fifteen (15) calendar days after
such written notice is served, the relevant designation shall be made by the
Chairman of China International Economic and Trade Arbitration Commission. In
the event at the third arbitrator is not selected within fifteen (15) calendar
days of the designation of the initial two arbitrator, the Chairman of China
International Economic and Trade Arbitration Commission shall select the third
arbitrator. The arbitrators so designated or selected shall each be designated
or selected from the prescribed list of arbitrators of China International
Economic and Trade Arbitration Commission.

      In order to preserve its rights and remedies, any Party shall be entitled
to seek preliminary injunctive relief from any court of competent jurisdiction
or other temporary relief from such a court, pending the final decision or award
of the court of competent jurisdiction.

      During the period when a dispute is being resolved, except for the matter
being disputed, the Parties shall in all other respects continue their
implementation of this Agreement.

      10.12. NOTICES. All notices and other communication hereunder shall be in
writing and shall be deemed to have been duly given and shall be effective (a)
when delivered by messenger or courier, or (b) five days after deposit for
mailing by registered or certified mail, postage prepared, return receipt
requested, or (c) within one Business Day when transmitted by telecopy, provided
that sender as a report showing transmission of such telecopy, as follows;

            (a)   If to Seller, to:

                  IBM Interconnect Packaging Solutions (Shanghai) Co., Ltd.,
                  No. 11 South Ri Ying Road, Wai Gao Qiao Free Trade Zone
                  Shanghai 200131, China

                  Attention: General Manager
                  Telecopy:  (021) 5048 0300

                                       25



                                                                  EXECUTION COPY

                  with a copy at the following address to:

                  IBM China Company Limited
                  Address: 24/F, IBM Tower, Pacific Century Place
                  Beijing 100027, China
                  Attention: General Counsel, Greater China Group
                  Telecopy:  (10) 6539 1188

            (b)   if to Buyer, to:

                  Amkor Assembly & Test (Shanghai) Co., Ltd.
                  Building No.2,52 Fasai Road,
                  Wai Gao Qiao Free Trade Zone,
                  Shanghai 200131
                  People's Republic of China
                  Attention: General Manager
                  Fax:       (8621) 50644592

                  with a copy to:

                  Amkor Technology, Inc.
                  1345 Enterprise Drive
                  West Chogtor, PA 19380
                  Attention: General Counsel
                  Fax: (610) 431-7189

or to such person or address as either of the parties shall here after designate
to the other from time to time by similar written notice.

      10.13. ASSIGNMENT. This Agreement shall be binding upon, and inure to the
benefit of, and be enforceable by, the successors and assigns of the parties;
provided, that a Party may not assign its rights hereunder without the written
consent of the other Party.

      10.14. COUNTERPARTS. This Agreement may be executed by the Parties hereto
in one or more counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument. Each counterpart may be signed and
executed by the Parties and transmitted by facsimile and shall be as valid and
effectual as if executed as an original. In the case of execution by way of
counterparts, this Agreement shall not be deemed to be concluded until the last
of such counterparts shall have been executed.

      10.15. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the Parties and their permitted successors and assigns and nothing
herein expressed or implied shall give or be construed to give any Person, other
than the Parties and such permitted successors and assigns, any legal or
equitable rights hereunder. Accordingly, any Person who is not a party to this
Agreement (whether or not such person shall be

                                       26


                                                                  EXECUTION COPY

named, referred to, or otherwise identified, or form part of a class of persons
so named, referred to or identified, in this Agreement) shall have no right to
enforce this Agreement or any of its terms.

      10.16. ENTIRE AGREEMENT. This Agreement (including its Schedules and
Exhibits), together with the other Operative Agreements comprise the entire
agreement between the Parties with respect to the subject matter hereof and
thereof and supersede all other contemporaneous agreements and all prior
agreements, understandings and representations, oral or written, between Buyer
and Seller relating hereto or thereto. The Schedules and Exhibits form integral
part of this Agreement.

      10.17. TIME OF THE ESSENCE. Any time, date or period mentioned in any
provision of this Agreement may be extended by mutual agreement between the
Parties but as regards any time, date or period originally fixed and not
extended or any time, date or period so extended as aforesaid, time shall be of
the essence.

      10.18. BUSINESS CAPACITY. The Parties agree and acknowledge that they have
entered into this Agreement, and will undertake the transactions contemplated
herein, as part of, or in the course of, their business activity, and not as
consumers.

      10.19. HEADINGS AND REFERENCES. In this Agreement (including the Schedules
and Exhibits), unless the context otherwise requires:

            (a)   headings are included for convenience only and shall not
                  affect the interpretation of this Agreement;

            (b)   words importing the singular include the plural and vice
                  versa;

            (c)   references to Sections, and Schedules or Exhibits are to
                  sections of, and schedules or exhibits to this Agreement, and
                  references to Sections or paragraphs of the Schedules or
                  Exhibits are to sections or paragraphs of the Schedules or
                  Exhibits (as applicable); and

            (d)   a reference to a document or this Agreement includes any
                  amendment or supplement to, or restatement, replacement or
                  novation of, that document or this Agreement from time to
                  time, but disregarding any amendment, supplement, restatement,
                  replacement or novation made in breach of this Agreement.

                                    *******

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized signatories as of the date and year first above
written.

                                       27



                                                                     12 May 2004

IBM INTERCONNECT PACKAGING SOLUTIONS (SHANGHAI) CO. LTD.

By:    /s/ Alejo Yao
       --------------------
Name:  ALEJO YAO
Title: Gen. Mgr.                             (SEAL)

AMKOR ASSEMBLY & TEST (SHANGHAI) CO.LTD.

By:
   ------------------------------

Name:
      ---------------------------            (SEAL)

Title:
      ---------------------------

               [Signature page to Asset Purchase Agreement-China]

                                       28



                                                                  EXECUTION COPY

IBM INTERCONNECT PACKAGING SOLUTIONS (SHANGHAI) CO. LTD

                                                         (seal)

By:
   ------------------------------

Name:
      ---------------------------

Title:
      ---------------------------

AMKOR ASSEMBLY & TEST (SHANGHAI) CO. LTD

                                                         (seal)

By:    /s/ Brian J. Marcucci
       --------------------------
Name:  BRIAN J. MARCUCCI
Title: ATTORNEY IN FACT.

               [Signature page to Asset Purchase Agreement-China]

                                       28


                                                                  EXECUTION COPY

                                    Exhibit A

                  ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of May 31, 2004 (this "AGREEMENT"),
between Amkor Assembly & Test (Shanghai) Co., Ltd., a wholly-foreign owned
enterprise established under the law of the People's Republic of China
("BUYER"), and IBM Interconnect Packaging Solutions (Shanghai) Co., Ltd., a
wholly-foreign owned enterprise established under the law of the People's
Republic of China ("SELLER")

                              W I T N E S S E T H:

      WHEREAS Buyer and Seller have entered into an assets Purchase Agreement
dated as of May 17, 2004 (the "ASSETS PURCHASE AGREEMENT"), providing for, among
other things, the purchase by Buyer of the Transferred Assets from Seller; and

      WHEREAS, in conjunction with such purchase, Seller desires to sell,
transfer, convey, assign and deliver to Buyer all of Seller's rights, title and
interest in and to the Assumed Liabilities.

      NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and subject to and on the terms and conditions herein set
forth, the parties hereto agree as follows:

      1. Defined Terms. Terms defined in the text of this Agreement shall have
such meaning throughout this Agreement.

      2. Other Terms. All capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Asset Purchase Agreement. Nothing
contained herein shall be deemed to alter or amend the terms and provisions of
the Asset Purchase Agreement, and in the event of any conflict between the
terms and provisions of this Agreement and the Asset Purchase Agreement, the
terms and provisions of the Asset Purchase Agreement shall be deemed to govern
and be controlling in all circumstances.

      3. Assignment. Seller hereby irrevocably sells, transfers, conveys,
assigns and delivers to Buyer all of its rights, title and interest in and to
the Assumed Liabilities.

      4. Assumption. Buyer does hereby accept such sale, transfer, conveyance,
assignment and delivery of all of Seller's right, title and interest in and to
the Assumed Liabilities by Seller and assumes all obligations and liabilities
arising thereunder following the Closing.

                                       29



                                                                  EXECUTION COPY

      5. Effective time. The assignment by Seller, and the acceptance thereof by
Buyer, of the Assumed Liabilities, pursuant to this Agreement, shall be
effective as of the date hereof.

      6. Non contravention. Certain of the Assumed Liabilities may require the
consent of third parties to any assignment. Such assignment to Buyer are made
subject to the obtaining of such consents and shall be effective as of the date
of such consent. The execution of this Agreement shall not be interpreted, and
is not intended to be interpreted, as any action taken by Seller that would be
contrary to the terms and conditions of any contract requiring the consent of
any third party to such assignment. Buyer and Seller shall fully cooperate with
each other in an attempt to obtain such consents, as set forth in the Asset
Purchase Agreement.

      7. Notices. All notices and other communications hereunder shall be as set
forth in the Asset Purchase Agreement.

      8. Amendment. This Agreement may be amended, modified or supplemented, and
any provision hereof may be waived, only by written agreement of the parties
hereto signed by an authorized representative of each party hereto.

      9. Waivers. Any failure of a party hereto to comply with any obligation,
agreement or condition herein may be waived by the other party hereto; provided,
that any such waiver may be made only by a written instrument signed by the
party granting such waiver, but such waiver of failure to insist upon strict
compliance with such obligation, agreement or condition shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure; and
provided further that no waiver by a party hereto of any breach or default by
the other party under this Agreement shall be deemed a waiver of any other
previous breach or default or any thereafter occurring.

      10. Entire Agreement. This Agreement, together with the Asset Purchase
Agreement (including any exhibits and schedules attached hereto and thereto),
embody the entire understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all contemporaneous and prior
agreements and understandings between the parties with respect to such subject
matter.

      11. Headings. The headings contained in this Agreement are for reference
purposes only and shall not limit or otherwise affect the meaning or
interpretation of this Agreement.

      12. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by the
published laws of China without reference to its principles of conflict of law.

      13. Severability. If any one or more provisions contained in this
Agreement, or the application of such provision to any Person or circumstance,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity,

                                       30



                                                                  EXECUTION COPY

illegality or unenforceability shall not affect any other provision hereof, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

      14. Third Party Actions. Seller and Buyer hereby agree to cooperate in
defending or prosecuting any claims or litigation relating to the transfer of
title as provided herein, and to make available and furnish appropriate
documents and testimony in connection therewith.

      15. Seller's Obligations. Seller hereby covenants and agrees to execute
and deliver all such other further instruments of conveyance, assignment and
transfer and all such other notices, releases, acquittance, powers of attorney
and other documents, and do all such other acts and things as may be necessary
to more fully convey and assign to Buyer, or its successors or assigns, all
right, title and interest in and to the Assumed Liabilities conveyed, assigned
and transferred to or acquired by Buyer pursuant to this Agreement, including,
without limitation, filings with any governmental entity, authority or
instrumentality, domestic or foreign.

      16. No Third-Party Beneficiaries. This Agreement is not intended and shall
not be deemed to confer upon or give any Person except the parties hereto and
the parties to any assigned Contracts in the Assumed Liabilities and their
respective successors and permitted assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason of this
Agreement and a Person who is not a party to this Agreement has no right to
enforce this Agreement or any of its terms.

      17. Assignment. Neither this Agreement nor any of the rights or
obligations hereunder shall be assigned by either party hereto without the prior
written consent of the other party hereto, such consent not to be unreasonably
withheld. Any purported assignment of this Agreement other than in accordance
with this paragraph 17 shall be null and void and of no force or effect.

      18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the
parties hereto and delivered to the other party hereto.

                         [remainder of page left blank]

                                       31



                                                                  EXECUTION COPY

      IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.

AMKOR ASSEMBLY & TEST (SHANGHAI) CO. LTD.

By:    /s/ Brian J. Marcucci
       ----------------------------
Name:  Brian J. Marcucci
Title: Attorney in Fact

IBM INTERCONNECT PACKAGING SOLUTIONS (SHANGHAI) CO. LTD.

By:    /s/ Alejd Yao
       ---------------------
Name:  ALEJD YAO
Title: GENERAL MANAGER

                                       32


                                                                  EXECUTION COPY

                     Schedule of Disclosure and Exceptions
                        to the Asset Purchase Agreement
          by and among Amkor Assembly & Test (Shanghai) Co., Ltd, and
           IBM Interconnect Packaging Solutions (Shanghai) Co., Ltd.

This is the Schedule of Disclosure and Exceptions (including the Schedules, Sub-
schedules, and Exhibits hereto, the "Disclosure Schedule") being provided in
conjunction with the Asset Purchase Agreement dated as of May 17, 2004 by and
among Buyer and Seller, to which this Disclosure Schedule is attached and
constitutes formal disclosure to Buyer by Seller for the purposes of the said
agreement of the facts and circumstances which are or may be inconsistent with
or constitute exceptions to the representations, warranties, undertakings and
covenants referred to in the agreement (collectively the "WARRANTIES") or which
otherwise give or may give rise to a claim under the agreement by Buyer. Such
facts and circumstances will be deemed to qualify the Warranties accordingly.
Unless otherwise indicated, all capitalized terms used in this Disclosure
Schedule shall have the meaning provided in the above referenced Asset Purchase
Agreement.

References in this Disclosure Schedule to paragraphs, headings numbers shall,
unless the context otherwise requires, be to those headings and numbered
paragraphs in the agreement and shall be for convenience only and shall not
alter the construction of this Disclosure Schedule not in any way limit the
effect in any of the disclosures, all of which are made against the Warranties
as a whole. The contents of all documents annexed to this Disclosure Schedule or
referred to herein shall, in the event of any inconsistency prevail over any
summaries of such documents contained in this Disclosure Schedule. For
convenience only, certain disclosures have been made by reference to specified
Warranties. However, each such disclosure shall be taken to qualify all the
Warranties to which it is capable of relating. Each such disclosure is given
without prejudice to the generality or effectiveness of any other disclosure.

Where brief particulars only of a matter are set out or referred to in this
Disclosure Schedule, or a document is referred to but not attached, full
particulars of the matter and the full contents of the document are deemed to be
disclosed and it is assumed that Buyer does not require any further particulars.
Buyer confirms that all matters disclosed in this Disclosure Schedule have been
used in advance and the Buyer has been given the opportunity for further enquiry
and that Buyer has carried out such further enquiries to its satisfaction.
Accordingly, Seller is deemed to have adequately disclosed all the matters
raised or referred to in this Disclosure Schedule and shall not be in breach of
any of the Warranties insofar as it relates to the matter so disclosed.

In this Disclosure Schedule, unless specified otherwise (a) the rule known as
the [???] generis rule shall not apply and accordingly general words introduced
by the word "other" shall not be given a restrictive meaning by reason of fact
that they are preceded by words indicating a particular class of acts, matter or
things; and (b) general words

                                       33



                                                                EXECUTION COPY

shall not be given a restrictive meaning by reason of the fact that they are
followed by particular examples intended to be embraced by the general words.

By way of general disclosure, the following matters are disclosed or deemed
disclosed to Buyer and Buyer is deemed aware of each and every matter disclosed
or referred to in the following:

  (a)  The contents of the Operative Agreements and all transactions referred to
       therein.

  (b)  All matters which would be apparent from an inspection of the Transferred
       Assets by a prudent purchaser and/or its professional advisors.

  (c)  The contents and enclosures of all documents which are annexed hereto
       and all other documents that have been made available to Buyer or
       Buyer's professional advisors.

  (d)  The contents of all correspondence between the Parties' respective
       counsels.

Any disclosures made under the headings of one section of this Disclosure
Schedule many apply to or qualify to disclosures made under one or more of the
other sections if such disclosures could reasonably be read to be in response
to such other sections. Nothing in this Disclosure Schedule shall constitute an
admission of any liability or obligation of Seller to any third party nor an
admission against Seller's interest.

Those schedules which by their nature must be updated to reflect the facts as of
the Closing Date will be updated by the Seller to reflect changed circumstances
between the Date of Exception and the Closing Date.

This Disclosure Schedule may contain statements which are not statements of
historical facts but statements relating to the expected performance and
prospects in relation to the Transferred Assets and the business related thereto
(including statements as to revenue and profitability, expected growth, in
demand, expected industry needs, anticipated completion or start-up dates
for expansion projects) and are qualified by or containing words such as
"expects", "believes", "plans", "intends", "estimates", "anticipates", "may",
"will", "could" and similar words ("FORWARD LOOKING STATEMENTS").

Forward Looking Statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the
Transferred Assets (and the business related thereto) to be materially different
from any future results, performance or achievements expressed or implied by
these Forward Looking Statements. These risks, uncertainties and other factors
include, among others:

(a) changes in political, social and economic conditions and the regulatory
environment in Singapore, the region and elsewhere;

                                       34



                                                                  EXECUTION COPY

(b)    changes in currency exchange rates;

(c)    anticipated growth strategies and expected internal growth;

(d)    changes in fees for services;

(e)    changes in the availability and prices of products needed to operate the
       Transferred Assets (and the business related thereto);

(f)    changes in customer preferences, competitive conditions and the ability
       to complete under these conditions;

(g)    changes in future capital needs and the availability of financing and
       capital to fund these needs;

(h)    business risks; and

(i)    other factors beyond Buyer's/Seller's control.

Given the risks and uncertainties that may cause the actual future results,
performance or achievements of the Transferred Assets (and the business related
thereto) to be materially different from that expected, expressed or implied by
the Forward Looking Statements provided to Buyer (including buyer's professional
advisers), seller is not representing or warranting that the actual future
results, performance or achievements of the Transferred Assets (and the business
related thereto) will be as indicated in the Forward Looking Statements.
Further, there is no obligation of Seller to update any of the Forward Looking
Statements to reflect future developments, events or circumstances.

Without Prejudice to the generality of the forgoing, Seller discloses the
matters set out in Appendix A hereto.

                                       35




                                                                  EXECUTION COPY

                   SCHEDULES TO THE ASSET PURCHASE AGREEMENT

Disclosure Schedule

Schedule A   Additional Permitted Liens

Schedule 1.1. Transferred Asset Listing

Schedule 1.2. Excluded Assets

Schedule 1.4. Assumed Liabilities

    Sub Schedule 1.4.A.   Assumed Liabilities under Contracts to be Assigned

    Sub Schedule 1.4.B.   Assumed Liabilities Relating to Periods Prior to
                          Closing for which Buyer will be Responsible

    Schedule 2.2(a)1      Conveyance, Transfers, Assignments, and Documents of
                          Title

    Schedule 4.1          Seller's Required Consents to Assignment Novations

    Schedule 7.3(a)       Governmental Actions

                                       36



                                                                  EXECUTION COPY

SCHEDULES TO THE ASSET PURCHASE AGREEMENT (CHINA INPAC)

Disclosure Schedule:

      [None]

Schedule A:  Additional Permitted Liens

      [None]

Schedule 1.1 Transferred Asset Listing



  CONTRACT/PO          TITLE                                         REMARKS
  -----------          -----                                         -------
                                                             
                     SERVICES
     A.05            CLEAN ROOM DESIGN                             Terminated
     E.01            ELECTRICAL INSTALLATION (???)                 Suspended
     E.07            35 KV INSTALLATION                            Suspended
     M.02            PROCESS PIPE                                  Terminated
     M.03            DL WATER                                      Terminated
     M.04            IWWT                                          Terminated
     M.05            NATURAL GAS SUPPLY                            Terminated
     M.11            PROCESS EXHAUST                               Terminated
     M-12            JANITORIAL VACUUM                             Terminated
     G-17            York Maintenance                              On Closing
     G-18            Electrical Maintenance                        On Closing
     G-19            Elevator Maintenance                          On Closing
     G-20            Mechanical Maintenance                        On Closing
     G-21            US FILTER MAINTENANCE                         On Closing
     G-31            Site Security                                 On Closing

                     PHYSICAL ASSETS

   PO-E-001A         35KV Switchgear                               Completed
   PO-E-001B         6.0KV Switchgear                              Completed
   PO-E-002          400V Switchgear and Transformer               Completed
   PO-E-003          MCC's                                         Completed
   PO-E-005          UPS                                           Completed
   PO-E-007          Specialty Light Fixture                       Completed
   PO-E-008A         Switchboard Power Panels                      Completed
   PO-E-008B         ATS                                           Completed
PO-A-MCVD-M040       Janitorial Vacuum System Equipment            Completed
     None            Bechtel CM services                           Completed
     None            IDCC Design Service


                                       37



                                                                  EXECUTION COPY

Schedule 1.2 Excluded Assets

            Miscellaneous items relating Primarily to the InPac employees:
            Printers, computers, office furniture, office equipment and supplies
            (including but limited to pencils)

Schedule 1.4 Assumed Liabilities

Sub Schedule 1.4.A Assumed Liabilities under Contracts to be Assigned



CONTRACT                            TITLE                             REMARKS
- --------                            -----                             -------
                                                               
  E-01                     Electrical Installation                   Suspended
  E-07                     35 KV Installation                        Suspended
  G-17                     York Maintenance                          On Going
  G-18                     Electrical Maintenance                    On Going
  G-19                     Elevator Maintenance                      On Going
  G-20                     Mechanical Maintenance                    On Going
  G-21                     US Filter Maintenance                     On Going
  G-01                     Site Security                             On Going


Sub Schedule 1.4.B Assumed Liabilities Relating to Periods Prior to Closing for
                   which Buyer will be Responsible

            Construction work under Contract E-01 for the grounding and lighting
            protection systems currently underway as required to complete the
            Base Building Work pursuant to the Real Estate Property and License
            Agreement.

Schedule 2.2(a)1 Conveyance, Transfers, Assignments, and Documents of Title

                                 CUSTOM HANDBOOK

Schedule 3.1 Allocation Statement:

             To be provided by Amkor within  30 days of Closing.

Schedule 4.1 Seller's required Consents to Assignment/Novation, if any:

                                 All Contracts listed in Schedule 1.4A

Schedule 4.2 Premises License

Schedule 7.3(a) Government Actions

                                 [None]

                                       38

                                                                     EXHIBIT 2.3

                                                               EXECUTION VERSION

                                    May   , 2004

        SHANGHAI WAIGAOQIAO FREE TRADE ZONE XIN DEVELOPMENT CO., LTD.

                                       and

                   AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD.

                      SALES CONTRACT OF COMMODITY PREMISES





Content
                                                                           
ARTICLE 1    DEFINITIONS AND INTERPRETATION.................................   1

ARTICLE 2    SUBJECT TO BE SOLD AND PURCHASED...............................   4

ARTICLE 3    PREMISES PRICE MAINTENANCE FEE AND PAYMENT METHODS ............   4

ARTICLE 4    TAX AND FEES...................................................   5

ARTICLE 5    QUALITY CRITERIA, COMPLETION INSPECTION AND DELIVERY...........   6

ARTICLE 6    TRANSFER OF RISK ..............................................   7

ARTICLE 7    WARRANTY AND ENVIRONMENTAL POLLUTION ..........................   8

ARTICLE 8    TITLE, PURPOSE OF USE AND INDUSTRIAL POLICY....................   8

ARTICLE 9    REPRESENTATIONS AND WARRANTIES ................................  11

ARTICLE 10   TERM AND TERMINATION OF CONTRACT...............................  12

ARTICLE 11   LIABILITY .....................................................  14

ARTICLE 12   MISCELLANEOUS..................................................  15

Annex 1      Floor plan, Construction Structure and Facilities and
             Permanent Infrastructure of the Premises

Annex 2      Initial Title to the Premises

Annex 3      Materials to be Provided by XIN

Annex 4      Delivery and Acceptance Certificate

Annex 5      Reimbursements

Annex 6      Contracts

Annex 7      Incomplete Project

Annex 8      Planning Indexes and Land Use Conditions

Annex 9      Standby Letter of Credit

Annex 10     Waiver of the Right of First Refusal

Annex 11     Redlined Map




                      SALES CONTRACT OF COMMODITY PREMISES

THIS CONTRACT is made on May         ,2004

BETWEEN

SHANGHAI WAIGAOQIAO FREE TRADE ZONE XIN DEVELOPMENT CO., LTD. a limited
liability company duly formed and existing under the Laws and Regulations, with
its legal address at 2005 Yang Gao Bei Road, Pudong, Shanghai, P.R. China;
(hereinafter referred to as "XIN")

AND

AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD. a wholly foreign-owned enterprise
duly formed and existing under the Laws and Regulations, with its legal address
at Building No. 2, 52 Fasai Road, Waigaoqiao Free Trade Zone, Shanghai, P.R.
China; (hereinafter referred to as "AMKOR" )

(XIN and AMKOR individually as 'A PARTY' and collectively as 'THE PARTIES').

WHEREAS, AMKOR wishes to purchase from XIN the Premises as defined in this
Contract;

WHEREAS, XIN is willing to sell to AMKOR the Premises as defined in this
Contract;

WHEREAS, INPAC agrees to waive its right of first refusal under the lease
contract and amendments thereof entered into between INPAC and XIN (hereinafter
referred to as "LEASE CONTRACT").

NOW THEREFORE, the Parties hereto agree as follows through friendly
consultation;

                    ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.01 DEFINITIONS

Wherever used in this Contract, and unless the context otherwise requires, the
terms defined in this Contract have the respective meanings herein set forth.

"AMKOR TITLE" means the real estate ownership certificate to be issued by the
Shanghai Real Estate Registry to AMKOR certify AMKOR's title to the Premises,
including the granted land use rights for value and for a fixed term of Fifty
(50) years for the Site, commencing from the date of issuance of the Initial
Title.

"AMKOR TITLE DEADLINE" means the date of December 1, 2004.

"ASSIGNED CONTRACTS" means these contracts listed in ANNEX 6 this Contract,
which may be assigned based on the consultations between the relevant parties.

"BECHTEL" means China, Inc.


"BUSINESS DAY" means a day except Saturdays, Sundays and public holidays, on
which banks are open for business in China.

"DELIVERY AND ACCEPTANCE CERTIFICATE" means the Certificate listed as Annex 4,
which shall be executed by the Parties here to pursuant to Article 5.04 of this
Contract.

"DELIVERY AND ACCEPTANCE DATE" means the latest date of the day when the Parties
execute the Delivery and Acceptance Certificate according to Article 5.04
hereof, the Delivery and Acceptance Period (as defined in Article 5.04) expires
of the date of issuance of the Initial Title according to Article 5.04(o).

"ENCUMBRANCE" means mortgage, lien or any other arrangement with the nature of
security under the Laws and Regulations, and any administrative actions on or in
relation to the Premises.

"ENVIRONMENTAL POLLUTION" means any environmental contamination which is
recognized by the final adjudication of the competent environmental authorities
of Shanghai or the People's Courts in accordance with the provisions of Laws and
Regulations pertaining to environment.

"IBM EQUIPMENT AND FACILITIES" means the equipment and facilities that have been
or will be put in place by INPAC inside the Premises.

"INCOMPLETE PROJECT" means the projects listed in Annex 7 of this Contract.

"INITIAL TITLE" means the real estate ownership certificate to be issued by the
Shanghai Real Estate Registry to XIN certifying XIN's title to the Premises,
including the granted land use rights for value and for a fixed term of
Fifty(50) years for the Site commencing from the date of issuance of such real
estate ownership certificate, a copy of which shall be attached as Annex 2 of
this Contract.

"INPAC" means IBM Interconnect Packaging Solutions (Shanghai) Co., Ltd.

"INSPECTION AUTHORITIES" means specialized departments in charge of inspection
of the completion of the Premises, including but not limited to construction
quality, planning, fire protection, environment and sanitation departments,
pursuant to the provisions of applicable Laws and Regulations.

"LAWS AND REGULATIONS" means laws, rules, regulations and judicial
interpretations of the People's Republic of China.

"LAND USE CONDITIONS" means the land use conditions, set out in Annex 8, with
respect to the use of the Site as approved by the Shanghai planning authority
and the land authority.

"LETTER OF CREDIT" means the irrevocable standby letter of credit to be issued
by XIN's Bank in accordance with Article 3.03, and substantially in the same
form as attached hereto in Annex 9 incorporating the terms set out therein.

"MAIN INSPECTION CERTIFICATE" means the official and valid certificate to be
issued by Inspection Authorities to XIN certifying the completion of all the
inspection of the Premises as required under the Laws and Regulations Pursuant
to the Provisions of Articles 5.01 and 5.03.

"MAINTENANCE FEE" means the fees needed to maintain the Permanent Infrastructure

                                        2



as well as the relevant fees resulting from the placement of labor force.

"MATERIALS TO BE PROVIDED BY XIN" means the materials listed in Annex 3 of this
Contract, which XIN shall provide according to Laws and Regulations for the
purpose of applying for and obtaining AMKOR Title.

"PERMANENT INFRASTRUCTURE" means all public utilities and infrastructure
relating to the Site, the capacity and specification of which are set forth in
Annex 1 hereto, constructed and surrounding the redlined boundary of the Site.
XIN will be responsible for maintaining such public utilities and infrastructure
for Fifty (50) years, commencing from the date of issuance of the Initial Title.

"PLANNING INDEXES" means the specifications listed in Annex 8 of this Contract,
as approved by the Shanghai planning authority for the Premises.

"PREMISES" means the industrial factory building as depicted in Annex 1 of this
Contract, as well as land-use rights for value and for a fixed term for the Site
at which the factory building is located. The term of the land-use rights for
the Site is Fifty(50) years, commencing from the date of issuance of the initial
Title.

"PRE-TITLE TRANSFER CLOSING LETTERS" means the letters to be issued by XIN and
AMKOR in form and substance as described in Annex 3.

"REIMBURSEMENTS" means the reimbursements set out in Annex 5.

"SHANGHAI REAL ESTATE REGISTRY" means the competent authority in charge of
registration and issuance of real estate title.

"SITE" means the land (Lot No. GSM1-1) with an area of approximately One Hundred
Seventy One Thousand Three Hundred Forty Seven (171,347) square meters known by
the street address of No. 11 Ying Lun Road, Walgaoqiao Free Trade Zone.
Shanghai, as more particularly delineated by the redlined map to be attached to
this Contract.

"XIN'S BANK" means the Bank of China, (Shanghai Branch), unless expressly
designated by XIN in writing to AMKOR.

"XIN TITLE DEADLINE" means the date of October 15, 2004, provided that the
completion and main Inspection of the Premises take on or before June 15, 2004.

1.02  INTERPRETATION

In this Contract, unless the context otherwise requires;

(a)   headings are for convenience only and do not affect the interpretation of
      this Contract:

(b)   words importing the singular include the plural and vice versa;

(c)   a reference to a person includes any company, partnership, trust, joint
      venture association, corporation or other body corporate and any
      governmental authority or agency;

                                        3



(d)   a reference to a Section, Article, Annex or Party in a reference to that
      Section or Article of, or that Annex or party to this Contract;

(e)   a reference to a document includes an amendment or supplement to, or
      restatement, replacement or novation of, that document but disregarding
      any amendment, supplement, restatement, replacement or novation made in
      breach of this Contract.

(f)   "day" refer to a calendar day, and

(g)   a reference to a party to any document includes that party's successors
      and permitted assigns.

                   ARTICLE 2 SUBJECT TO BE SOLD AND PURCHASED

2.01 SALE AND PURCHASE

Subject to the terms and conditions of this Contract. XIN agrees to sell to
AMKOR and AMKOR agrees to purchase from XIN the Premises.

         ARTICLE 3 PREMISES PRICE, MAINTENANCE FEE AND PAYMENT METHODS

3.01 PREMISES PRICE AND MAINTENANCE FEE

The total amount of the price for the purchase of the Premises payable by AMKOR
to XIN is US$ Seventy Two Million Fifty Seven Thousand Seven Hundred Eighty
Eight Point Forty One (US$ 72,057,788.41) ("PREMISES PRICE").

The total amount of the Maintenance Fee payable by AMKOR to XIN is US$ Three
Million Nine Hundred Ninety Thousand Eight Hundred Eighty Eight (US$ 3,990,888),
Such amount being the maintenance of the Permanent Infrastructure for Six( 6)
years, commencing from the Delivery and Acceptance Date, however, XIN shall not
charge AMKOR for any further fees for the maintenance of the Permanent
Infrastructure for the remaining years of the land-use rights of the Site.

For the avoidance of doubt, unless otherwise provided for herein, the Premises
Price And Maintenance Fee shall not include any further payment obligations by
AMKOR for (1) any other liabilities of XIN or (2) any other liabilities to third
parties including the Assigned Contracts or the Reimbursements.

3.02 PAYMENT OF PREMISES PRICE AND MAINTENANCE FEE

AMKOR shall, on a lump sum basis, effect to XIN via wire transfer the total
amount of Premises Price and Maintenance Fee to a XIN bank account to be
provided, in accordance with Article 3.03 and Article 8.01 of this Contract.
AMKOR's payment of the Premises Price and The Maintenance Fee shall be deemed to
have been received by XIN, when XIN's Bank acknowledges receipt of the Premises
Price and Maintenance Fee, or payment of the Premises Price and the Maintenance
Fee shall be deemed to have been effected by AMKOR if (1) AMKOR can show
documentation that AMKOR's designated bank has already effected the transfer of
the Premises Price and Maintenance Fee to the bank account designated by XIN in
accordance with this Contract and without any mistake or fault; and (2) XIN's
Bank has acknowledged its receipt of the Premise Price and Maintenance Fee.

                                        4



3.03 LETTER OF CREDIT

Within Five (5) Business Days after the issuance of the Initial Title. XIN shall
cause XIN'S Bank to issue to AMKOR the Letter of credit, substantially in the
same form attached hereto as Annex 9 incorporating the terms set out therein,
XIN shall provide AMKOR with an original of the Letter of credit and a copy of
the receipt issued by XIN's Bank confirming the amount and payment of the fees
and financing costs for the issuance of the Letter of credit (collectively the
"ISSUANCE FEE"). AMKOR shall review the Letter of credit and the payment receipt
and if there is no manifest error in any of the foregoing documents, AMKOR shall
within Three (3) Business Days initiate a wire transfer to reimburse XIN for the
issuance Fee subject to the lower amount of One Hundred Twenty Thousand US
Dollars (Us$120,000) or the actual amount of the Issuance Fee. The Letter of
Credit will become effective once XIN's Bank formally confirms its receipt of
AMKOR's telegraphic transfer of the Premise Price and the Maintenance Fee (the
"L/C DATE") and shall be valid for a term of Seventy-Seven (77) days commencing
from the L/C Date.

AMKOR agrees that the Letter of Credit shall not be used by it for any financing
purposes, which shall be reflected in the Letter of Credit.

3.04 PRECONDITIONS TO WITHDRAW MONIES FROM THE LETTER OF CREDIT

From the Seventieth (70th) days after the L/C Date to the end of business on the
seventy seventh (77th) day of the L/C Date, both parties hereto agree AMKOR
shall be entitled to drawdown the Premises Price and the Maintenance Fee from
the Letter of Credit, provided that (1) if XIN's Bank has not received an
authentic, notarized letter from XIN confirming that AMKOR Title has been issued
to AMKOR by the seventieth (70th) day of the L/C Date, an (2) AMKOR issues a
letter to XIN,s Bank confirming that it has not been issued with the AMKOR Title
by the seventieth (70th) day of the L/C Date.

3.05 NO SET-OFF

Unless specified in this Contract, all payments payable under this Contract
shall be made in full without set-off or counterclaim or any restriction or
conditions and free and clear of all Encumbrances. If any deduction or
withholding is required to be made from any payment, the party requiring to make
any such payment shall, in addition to the original payment, pay to the Party
entitled to receive any such payment such additional amount necessary to ensure
that the receiving Party receives the full amount due.

                              ARTICLE 4 TAX AND FEES

4.01 TAX AND FEES

Each Party shall bear and pay its own tax and fee respectively, in accordance
with the then applicable Laws and Regulations in connection with or arising
from the transfer of the ownership of the Premises.

For the avoidance of doubt, AMKOR shall bear and pay the following amounts for
obtaining the AMKOR Title, unless otherwise required by the relevant authority
in accordance with the then applicable Large and Regulations;

(a) fee of RMB300 (in words: RMB Three Hundred only) for the issuance of the

                                        5


      AMKOR Title Certificate;

(b)   deed tax at 3% of the Premises Price;

(c)   stamp duty at 0.05% of the Premises Price; and

(d)   other tax and fee if so required by then applicable Laws and Regulations.

4.02 OTHER FEES

The following fees and expenses shall be borne equally by XIN and AMKOR:

(a)   The notarization fee for the execution of this Contract payable to the
      Shanghai Notary Office; and

(b)   The fee payable to the Shanghai Notary Office pursuant to Article 8.01(4).

         ARTICLE 5 QUALITY CRITERIA, COMPLETION INSPECTION AND DELIVERY

5.01 CRITERIA OF QUALITY AND INSPECTION

The basic criteria of completion inspection of the Premises shall be solely
based on the applicable Laws and Regulations and the implementation rules set by
the Inspection Authorities.

5.02 JOINT EXAMINATION AFTER COMPLETION BUT BEFORE COMPLETION INSPECTION

(a)   After the formal completion of the Premises construction but before
      completion inspection, XIN shall give written notice to AMKOR, inviting
      AMKOR to conduct a joint examination of the Premises. AMKOR shall, within
      three(3) Business Days of receipt of XIN's written notification
      (hereinafter referred to as "JOINT EXAMINATION PERIOD') conduct such joint
      examination together with XIN and INPAC. The joint examination shall be
      carried out in accordance with the criteria of quality and inspection set
      forth in Article 5.01.

(b)   During the joint examination, quality defects found shall be placed on
      record in writing, which shall be signed and confirmed by all the parties
      participating in the joint examination. XIN shall cause INPAC to instruct
      BECHTEL to take all necessary remedies to remove or eliminate such defects
      as quickly as possible. XIN shall provide necessary assistance in the
      removal or elimination of such detects.

(c)   After the joint examination or upon expiry of the Joint Examination Period
      (if AMKOR does not conduct a joint examination with XIN pursuant to the
      provisions of this Article). XIN shall without any delay apply to each of
      the Inspection Authorities for completion inspection as required under the
      Laws and Regulations.

5.03 COMPLETION INSPECTION

(a)   During the completion inspection quality defects identified by any of the
      Inspection Authorities shall be recorded in writing. XIN shall cause INPAC
      to instruct BECHTEL to take all necessary remedies to remove or eliminate
      such defects in accordance with the time line set by the Inspection
      Authorities; if there is no time line set by the Inspection Authorities.
      XIN shall cause INPAC to instruct BECHTEL

                                        6




      to or take corrective measures to rectify the defects as soon as possible.

(b)   Notwithstanding the provisions of subparagraph (a) of this Article, the
      Premises shall be deemed as having been in compliance with the quality
      criteria set by Article 5.01 above, if the Premises has passed the
      completion inspection by each of the Inspection Authorities and the Main
      Inspection Certificate has been granted to XIN.

(c)   If some of the Inspection Authorities do not require part of the
      Incomplete Project to go through the completion inspection at the time of
      the completion inspection of the Premises, provided the non-performance of
      the completion inspection of such part of the incomplete Project does not
      prejudice XIN's right to apply for and obtain the Initial Title, the
      completion inspection by each of the Inspection Authorities shall still be
      deemed to have passed when the Main Inspection Certificate has been
      granted to XIN. However, XIN shall be responsible to assist AMKOR in going
      through such inspection when the inspection Authorities so require.

5.04 DELIVERY

(a)   After the Inspection Authorities grant the Main Inspection Certificate to
      XIN, XIN shall, without delay inform AMKOR in writing to proceed with the
      procedures of the delivery of the Premises, provided that, if AMKOR
      notifies XIN that it does not wish to take up and use the Premises, the
      delivery may be delayed by AMKOR to as late as the date of initial title
      and in such case the date of issuance of the initial Title shall be deemed
      to be the Delivery and Acceptance Date.

(b)   Subject to Article 5.04(a), AMKOR shall within Three (3) Business Days
      (hereinafter referred to as "DELIVERY AND ACCEPTANCE PERIOD") of receipt
      of XIN's written notification (hereinafter referred to as "DELIVERY
      NOTIFICATION"), conduct a pre-acceptance check and execute the Delivery
      and Acceptance Certificate.

(c)   Subject to Article 5.04(a), if AMKOR fails to respond upon receipt of the
      Delivery Notification, of fails to execute the Delivery and Acceptance
      Certificate before the expiry of the Delivery and Acceptance Period, then
      the Premises shall be deemed to have been delivered to AMKOR on the expiry
      date of the Delivery and Acceptance Period.

(d)   Assuming that the completion inspection pursuant to this Article 5.04 can
      be completed on or before June 15, 2004, XIN will use its best efforts to
      obtain Initial Title by the XIN Title Deadline.

(e)   On the Delivery and Acceptance Date, XIN will deliver to AMKOR or provide
      AMKOR with control and access to all documentation (in hard or soft
      format) in XIN's possession or under XIN's control related to the
      construction of the Premises, including but not limited to permits,
      approvals, survey reports, design drawings, construction plans and other
      relevant documents, except for those that XIN is required to retain,
      pursuant to the applicable Laws and Regulations (if any) and in such case,
      XIN shall provide AMKOR with access to and copies of such documents.

                           ARTICLE 6 TRANSFER OF RISK

6.01 TRANSFER OF RISK

                                        7



Risks of loss of or damage to the Premises shall be transferred from XIN to
AMKOR commencing from Initial Title.

                 ARTICLE 7 WARRANTY AND ENVIRONMENTAL POLLUTION

7.01 WARRANTY

AMKOR and XIN acknowledge that the Premises is designed, built and managed by
INPAC notwithstanding that XIN legally owns the Premises. In consideration of
that AMKOR hereby agrees that it shall irrevocably waive any and all rights
claims or actions against XIN in respect of quality warranty of the Premises;
that it shall settle directly with INPAC for any and all quality defects found
on the Premises and XIN shall not be held liable for any and all quality defects
found on the Premises.

7.02 ENVIRONMENTAL POLLUTION

(1)   If Environmental Pollution is found in existence after the Delivery and
      Acceptance Date and such pollution is proved by the relevant final
      adjudicative body as having existed before the date that XIN delivered to
      INPAC the Site on which the Premises is located (the "LAND DELIVERY
      DATE"), AMKOR shall, without any delay inform XIN in writing and XIN shall
      within Twenty(20) Business Days ("NOTICE PERIOD") work closely with AMKOR
      to take corrective measures by itself or through a third party designated
      by XIN to eliminate such environmental pollution with minimum disturbance
      to AMKOR's operations on the Premises. If XIN fails to take corrective
      measures within the Notice Period then AMKOR may undertake its own
      corrective measures on a reasonable cost basis. XIN shall reimburse
      AMKOR's costs incurred with the presentation of the official documents
      evidencing the occurrence of such costs.

(2)   AMKOR has the duty to assist XIN or its designated third party ,but shall
      not assume any liability in eliminating such Environmental Pollution and
      shall upon reasonable request to the extent it is reasonable and within
      AMKOR's ability, allocate personnel and facilities at XIN's or its
      designated third party's disposal.

(3)   For the avoidance of doubt the Parties hereto hereby acknowledge and
      confirm that XIN shall not be held liable for Environmental Pollution not
      caused by XIN after the Land Delivery Date.

(4)   The remedies provided for in this Article are the exclusive remedies
      available to AMKOR for Environmental Pollution.

(5)   At the Delivery and Acceptance Date, XIN will give an environmental
      evaluation baseline report to AMKOR which shall be conducted by an
      independent and qualified professional Institute under the joint
      entrustment of XIN and INPAC.

             ARTICLE 8 TITLE, PURPOSE OF USE AND INDUSTRIAL POLICY

8.01 DEALING WITH INITIAL TITLE AND AMKOR TITLE

(1)   Promptly after the completion inspection is completed, XIN shall take all
      steps and prepare all documents needed to apply to the Shanghai Real
      Estate Registry for the issuance of the Initial Title.If so requested, XIN
      will inform AMKOR of the status of applying for the Initial Title.

                                        8



(2)   Within Five (5) Business Days after XIN has obtained the Initial Title,
      XIN shall deliver to AMKOR:

      (a)   All of the Materials to be Provided by XIN as specified in Annex 3
            attached hereto;

      (b)   The Pre-Title Transfer Closing Letter without qualification; and

      (c)   Letter of Credit in accordance with Article 3.03.

            AMKOR shall at the same time, provide XIN with its Pre-Title
            Transfer Closing Letter without qualification.

(3)   After XIN has delivered all the documents referred to in Article 8.01(2),
      AMKOR shall review such documents and inform XIN in writing of any
      manifest error or discrepancy, AMKOR may at this stage elect to delay
      submission and provide notice of delay to XIN, and in case such delay
      extends for more than Twenty(20) days(the "STANDSTILL PERIOD"), XIN shall
      be entitled to require AMKOR to pay the Payment Penalty as described in
      Article 10.01(3).

(4)   Unless there is a delay as per provided directly in Article 8.01(3) above,
      within Three(3) Business Days after AMKOR has received all the documents
      referred to in Article 8.01(2) (a) (the "SUBMISSION PERIOD") both Parties
      shall submit all such documents to the Shanghai Notary Public Office for
      confirmation that all such documents shall be sufficient under the Laws
      and Regulations for XIN to transfer its ownership in the Premises. Upon
      expiry of the Submission Period, XIN may unilaterally submit all the
      documents to the Shanghai Notary Public Office and request it to issue its
      confirmation, if AMKOR fails to conduct the joint submission as mentioned
      above.

(5)   After the Shanghai Notary Public Office issues its confirmation that all
      the documents referred to in Article 8.01(2)(a) shall be sufficient as
      required under the Laws and Regulations for XIN to transfer to AMKOR its
      ownership in the Premises, XIN shall provide an original of such
      confirmation to AMKOR. Upon provision by XIN of such confirmation, XIN
      shall be regarded or deemed as having delivered Materials to Be Provided
      by XIN to AMKOR.

(6)   Within one (1) Business Day after AMKOR received from XIN an original
      confirmation issued by the Shanghai Notary Public Office pursuant to
      Article 8.01(5), AMKOR shall pay the Premises Price and the Maintenance
      Fee in accordance with the provisions in Article 3.

      Within One (1) Business Day after the L/C Date, but no later than Fourteen
      (14) days after the L/C Date, AMKOR shall duly complete its documents and
      deliver them to XIN for submission to the Shanghai Real Estate Registry to
      effect the transfer of the ownership of the Premises to AMKOR. In
      connection with the application, the Parties shall jointly execute all
      documents (e.g. entrustment letter with a valid duration of Sixty (60)
      days as requested by the Shanghai Real Estate Registry for the transfer of
      title aforesaid, including, without limitation, the following documents:

      (i)   A standard form Sale and Purchase of Commodity Property Contract
            published by the Shanghai Real Estate Administration Bureau
            incorporating a supplemental provision that this Contract shall be
            supplemental to any form part of the standard form contract and that
            the provisions herein shall prevail

                                        9


            in any event; and

      (ii)  The Application Form for the Transfer, Change of Ownership and
            Registration of Real Estate for the transfer of the ownership of the
            Premises from XIN to AMKOR.

(7)   Upon AMKOR's finalization of the above documents as provided for in
      Article 8.01(6), XIN shall assume responsibility for submitting the
      documentation to the Shanghai Real Estate Registry and upon XIN's receipt
      of the Premises Price and the Maintenance Fee, XIN shall issue a valid
      official tax invoice confirming AMKOR's payment of the Premises Price and
      a valid official tax invoice confirming AMKOR's payment of the Maintenance
      Fee. A copy of the entire documentation application shall be given to
      AMKOR. In the event that AMKOR fails to deliver such documents to XIN,
      within Fourteen (14) days of the L/C Date and such failure is not the
      fault of XIN, XIN shall have the right to claim the Payment Penalty as
      described in Article 10.01(3).

(8)   Within One (1) Business Day after AMKOR has delivered its finalized
      documents to XIN, under XIN's direction the Parties shall jointly attend
      to the Shanghai Real Estate Registry to submit an application for the
      transfer of the ownership of the Premises free and clear of Encumbrances
      from XIN to AMKOR. If AMKOR fails to jointly attend to the Shanghai Real
      Estate Registry, XIN may proceed with the submission of documentation on
      its own. The issuance date of AMKOR title by the Shanghai Real Estate
      Registry shall be regarded or deemed that AMKOR has obtained the AMKOR
      Title.

8.02 PURPOSE OF USE

In reliance on the Planning Indexes and Land Use Conditions, AMKOR shall use the
Premises only for industrial use. Without the written consent of XIN and the
written approval of the competent authorities. AMKOR shall not alter or change
the structure and purpose of use of the Premises unless otherwise approved by
the relevant government authority .For the avoidance of doubt, AMKOR shall have
the right to carry out construction work on or to the Premises according to the
approved design of the Premises.

8.03 INDUSTRIAL POLICY

AMKOR shall conduct its production and operation within the Premises in line
with the industry planning and administration rule formulated by the competent
authorities or its authorized development company from time to time unless
otherwise approved by the relevant government authority.

8.04 PLANNING INDEXES

In reliance on the Planning Indexes and Land Use Conditions,AMKOR shall ensure
that planning indexes listed in Annex B of this Contract will be complied with
all the time unless otherwise approved by the relevant government authority.

8.05 TITLE DEFECTS

Without prejudice to any other provisions herein if at any time after the AMKOR
Title there is any title defect to the Premises, XIN shall use best efforts,
upon written notice by AMKOR, to assist AMKOR to cure such title defect. AMKOR
will bear any and all expenses for the rectification of the title defect of the
Premises aforesaid, save for any

                                       10


title detect the cause of which is attributable to XIN.

                    ARTICLE 9 REPRESENTATIONS AND WARRANTIES

9.01 XIN'S REPRESENTATIONS AND WARRANTIES

XIN hereby represents and warrants:

(a)   it was formed and is validly existing under the Laws and Regulations;

(b)   it has been authorized and has the power to execute and perform this
      Contract;

(c)   the execution and performance of this Contract by it does not violate the
      Laws and Regulations, any judgment by the court and award by the
      arbitration tribunal applicable to it; and does not violate its articles
      of association as well as any agreements and contracts to which it is a
      party;

(d)   Materials to be Provided by XIN to be delivered by XIN will, in all
      material respects, meet the requirements of Shanghai Real Estate Registry,
      as well as those of the applicable Laws and Regulations;

(e)   it will deliver and transfer the Premises to AMKOR in accordance with the
      provisions of this Contract;

(f)   the Premises is free and clear of any and all Encumbrances at the time of
      the Initial Title;

(g)   as of Delivery and Acceptance Date, the premises will comply with the
      Planning indexes and Land Use Conditions as referred to in Annex 8 of this
      Contract;

(h)   as from the date XIN obtains the initial Title and before the date that
      AMKOR obtains the AMKOR Title, XIN possesses good and marketable title to
      the Premises and as from the date of issuance of the AMKOR Title, AMKOR
      will possess good and marketable title to the Premises;

(i)   all permits, approval and licenses in connection with the sale and
      construction of the Premises, which were obtained or will be obtained by
      XIN in XIN's name, are true, valid, complete and legal in all material
      respects.

(j)   the Premises is free and clear or any Environmental Pollution up to the
      Land Delivery Date; to the best knowledge of XIN, after the Land Delivery
      Date but before the Delivery and Acceptance Date, the Premises is free
      and clear of any Environmental Pollution.

(k)   The description of the Premises as set forth in Annex 1 is true and
      correct in all material aspects as of the date of this Contract and the
      date of issuance of the AMKOR Title;

(l)   To the best of its knowledge, the Premises is not subject to
      administrative investigation or order by the planning authority ,the
      construction authority or the land authority;

(m)   To the best of its knowledge, (i) as of the time of the AMKOR Title, there
      is no

                                       11


      litigation pending or on-going with respect to the Premises, and(ii)
      during the period of two years after the time of the AMKOR Title, there
      will be no litigation with respect to the Premises pending or on-going the
      causes of which are attributable to circumstances in existence or
      happening on or before the time of the AMKOR Title.

9.02 AMKOR'S REPRESENTATIONS AND WARRANTIES

AMKOR hereby represents and Warrants;

(a)   it was formed and is validly existing under the Laws and Regulations;

(b)   it has been authorized and has the power to execute and perform this
      Contract;

(c)   the execution and performance of this Contract by it does not violate the
      Laws and Regulations, any judgment by the court and award by the
      arbitration tribunal applicable to it; and does not violate its articles
      of association as well as any agreements and contracts to which it is a
      party; and

(d)   it will have the financial resources to fulfill its financial obligations
      under this Contract.

                  ARTICLE 10 TERM AND TERMINATION OF CONTRACT

10.1 TERMINATION OF CONTRACT

(1)   If a Party ("DEFAULTING PARTY") materially breaches the provisions of this
      Contract, and fails to take corrective measures Ninety (90) days after
      receipt of the written notice given by the other Party ('NON-DEFAULTING
      PARTY'), the Non-defaulting Party shall be entitled to terminate this
      Contract immediately.

(2)   AMKOR may terminate this Contract unilaterally if the Shanghai Real Estate
      Registry fails to issue the AMKOR Title to AMKOR upon expiry of the AMKOR
      Title Date. XIN shall return to AMKOR Fifteen (15) Business Days upon
      receipt of AMKOR's written notification.

(3)   In the event of (i) AMKOR failing to submit the documents at the
      expiration of the Standstill Period set forth in Article 8.01(3), or (ii)
      AMKOR failing to complete its Documentation and to deliver the same as set
      forth in Article 8.01(7) (and such failure is not the result of XIN's
      result) or(iii) within any termination of this Contract by XIN as a result
      of AMKOR failing to submit the documents at the expiration of the
      Standstill Period, or (iv) any termination by AMKOR, without cause, prior
      to AMKOR receiving AMKOR Title, XIN shall be entitled to (x) require AMKOR
      to immediately pay a default penalty of US$ Three Million((US$3,000,000)
      in cash.(y) retain any interest accrued from AMKOR's payment of the
      Premises Price and the Maintenance Fee; if any,and(z) reimburse XIN for
      the Issuance Fee,if not yet paid; or retain the issuance Fee if already
      paid for by AMKOR (collectively "PAYMENT PENALTY").

(4)   Termination by AMKOR

      (a)   If at any time after the issuance of the AMKOR Title,if for fault
            solely attributable to XIN. AMKOR Title is revoked or invalidated.
            AMKOR may

                                       12

      unilaterally terminate this Contract by carving XIN with written notice of
      termination. Within Fifteen (15) days after AMKOR's issuance of the
      notice of termination, XIN shall return to AMKOR (i) the amount of the
      Premises Price is full; and (ii) the Maintenance Fee after deduction of
      the Use Fee(as defined in subparagraph(c) of this Article 01.01(4). XIN
      shall also reimburse AMKOR's direct losses up to the General Limitation of
      Liability as defined in Article 11.01 below.

      (b)   Pursuant to the termination of this Contract under subparagraph(a)
            of this Article 10.01(4). AMKOR shall be entitled, at its sole
            direction, to enter into an irrevocable lease with XIN("AMKOR LEASE
            SCENARIO 1") upon the following terms and conditions:

            (i)   subject to the provisions of this Article, the quarterly rent
                  shall be the same as is in the Lease Contract and the other
                  terms of the AMKOR Lease Scenario 1 shall not be less
                  favorable (with respect to both XIN and AMKOR) than the
                  existing terms and conditions of the Lease Contract as of the
                  date hereof;

            (ii)  the terms of the AMKOR lease Scenario 1 shall be equal to the
                  term of the Lease Contract that would have been remaining as
                  from the date on which this Contract is terminated; and

            (iii) if the revocation of the AMKOR Title is due to any cause
                  attributable to XIN, the rent under the AMKOR Lease Scenario 1
                  shall be payable quarterly in advance.

      (c)   AMKOR herby agrees that under (a) or (b) of Article 10.01(4). It
            shall pay in XIN a use fee of the Premises calculated on a pro rata
            basis according to the number of days of use or control by AMKOR of
            the Premises commencing from the initial Title (the "USE FEE"),
            notwithstanding that the termination by AMKOR of this contract is
            due to XIN's fault. The Use Fee shall be computed as follows: the
            Use Fee shall be equal to the daily use fee(converted from the
            quarterly rental payable by INPAC to XIN under the Lease Contract)
            multiplied by the number of days of use or control by AMKOR of the
            Premises (commencing from the initial Title). AMKOR further agrees
            that XIN shall be entitled to deduct the Use Fee directly from the
            Premises Price and the Maintenance Fee payable by XIN to AMKOR
            pursuant to subparagraph (a) of this Article 10.01(4).

      (d)   Notwithstanding subparagraphs (a),(b) and (c) of this Article
            10.01(4). If at any time after the issuance of the AMKOR Title,
            AMKOR Title is revoked on invalidated for fault solely attributable
            to INPAC or jointly attributable to both XIN and INPAC, AMKOR may
            unilaterally terminate this Contract by serving XIN with a written
            notice of termination. In such case, the Parties, respective rights
            and remedies (with respect to each other) shall be as follows; if
            within Fifteen (15) days of AMKOR's issuance of the notice of
            termination, XIN fails to reinstate the Lease Contract with INPAC
            for any reason, AMKOR shall enter into an irrevocable lease with XIN
            (the "AMKOR LEASE SCENARIO 2"). The AMKOR Lease Scenario 2 shall be
            on such terms and conditions no less favorable (with respect to both
            XIN and AMKOR) than the existing terms and conditions of the Lease
            Contract as of the date hereof, except only that (aa) the term of
            such AMKOR LEASE SCENARIO 2 shall be for the then entire remaining
            terms of the Fifty(50), year granted land use rights for the site
            (the said remaining term shall commence from the date of such notice
            of

                                       13


            termination); (bb) AMKOR shall be entitled to freely sublease any
            or all of the Premises under the AMKOR Lease Scenario 2; and (cc)
            XIN shall be entitled to retain the Premises Price and the
            Maintenance Fee previously paid by AMKOR in full which shall be the
            payment of all the rent under such AMKOR Lease Scenario 2, including
            Maintenance Fee, for the whole term of the AMKOR Lease Scenario
            2. For the avoidance of doubt, the rent paid under the AMKOR Lease
            Scenario 2 shall be characterized in the following manner; (xx) 20%
            of the total rent in the form of rental deposit; and(yy)80% of the
            total rent in the form of anticipated profit. If AMKOR terminates
            the AMKOR Lease Scenario 2 prematurely not due to XIN's fault XIN
            shall be entitled to confiscate all sums of rental deposit and
            anticipated profit and AMKOR shall irrevocable waive any and all
            rights to take back the rental deposit and anticipated profit from
            XIN, even if the court having jurisdiction adjudicates that AMKOR is
            entitled to claim back the rental deposit and/or anticipated profit.

(5)   The term of this Contract shall commence upon its effective date in
      accordance with Article 12.19 and shall continue in full force and effect
      until the expiration of the Fifty (50) year term of the granted land use
      rights of the Site commencing from the date of issuance of the initial
      Title.

                              ARTICLE 11 LIABILITY

11.01 XIN'S LIMITATION OF LIABILITY OF XIN

(a)   Any liability of XIN in respect of personnel injury or death shall be
      subject in and governed by the applicable Laws and Regulations.

(b)   Except for the circumstances set forth by the compulsory provision of Laws
      and Regulations, in no event shall XIN's liability under this Contract
      exceed US$ One Million Five Hundred thousand or as otherwise stipulated in
      this Contract (US$ 1,500,000)(the "GENERAL LIMITATION OF LIABILITY")and
      such liability shall cease at the end of the minimum warranty period
      provided for in Laws and Regulation unless otherwise stipulated in this
      Contract.

(c)   In no event shall XIN be liable for any indirect or consequential loss
      (including but not limited to loss of use, production, profit, interest,
      revenues, loss of information or data), with the exception of the
      circumstances set forth in Article 7.02 hereof.

(d)   For the avoidance of doubt, the limitation of XIN's liability pursuant to
      subparagraphs (a), (b) and (c) of Article 11.01 shall not apply to XIN's
      responsibility under Article 12.04 of this Contract.

11.02 LIMITATION OF LIABILITY OF AMKOR

(a)   With exception of this Article 11.02(b) below and except for the
      circumstances set forth by the compulsory provisions of the Laws and
      Regulation, the total liability of AMKOR for any end all losses and
      damages suffered by XIN arising out of any cause whatsoever (whether such
      cause is based on AMKOR's breach of any provisions, including the
      representation or warranties, herein or AMKOR's failure to perform any and
      all of its obligations hereunder, including its failure to complete the
      purchase of the Premises for any reason) shall in no event exceed Three
      Million.

                                       14


      U.S. dollars (US$3,000,000) in case. In no event shall AMKOR be liable for
      incidental or consequential, damages including , but not limited to, loss
      of use, production, profit, Interest, revenues and loss information or
      data.

(b)   Except for the circumstances set forth by the compulsory provisions of the
      Laws and Regulations:

      (i)   after Initial Title but prior to AMKOR Title, in the event of any
            damage to the Premises (based on the state of the Premises as of the
            Delivery and Acceptance Date but excluding any and all damage to any
            improvements made to the Premises thereafter ), the causes of which
            are not attributable to XIN, up to the replacement cost of repairing
            such damage.

      (ii)  After AMKOR Title, for any damage to the Premises (based on the
            state of the Premises as of the Delivery and Acceptance Date but
            excluding any and all damage to any improvements made to the
            Premises thereafter ), the causes of which are not attributable to
            XIN, up to the replacement cost of repairing such damage in the
            event that this Contract is terminated for any reason and the
            Premises and the title to the Premises are returned to XIN.

      (iii) Any Environmental Pollution caused by AMKOR under the Laws and
            Regulations.

                            ARTICLE 12 MISCELLANEOUS

12.01 INCOMPLETE PROJECT

XIN shall urge INPAC to continue to complete the Incomplete Project in
accordance with the Lease Contract. During the construction of the Incomplete
Project. XIN agrees to provide necessary assistance and shall urge INPAC be
liable towards quality of time schedule for and environmental pollution arising
from the Incomplete Project. AMKOR shall pay all lees and expenditures
associated with the Incomplete Project directly to contractors or suppliers.
For the avoidance of doubt, XIN shall not bear such fees and expenditures.

12.02 CONTRACTS RELATED TO THE PREMISES

The Parties acknowledge that there are Three (3) categories contracts related to
the construction of the Premises and the transfer of title of AMKOR:(i)Assigned
Contracts, (ii) Contracts with Outstanding Warranties and (iii) Excluded
Contracts. A list of these contracts shall be set forth in Annex 6. For each
category of contracts, XIN will use its best efforts to obtain an appropriate
release and waiver. For the avoidance of doubt, unless otherwise agreed to by
the Parties, the above contracts and outstanding payments and/or Reimbursements
shall be excluded from the Premises Price and the maintenance Price.

(a) Assigned Contracts

XIN will use its best efforts to obtain consents needed to assign such contracts
to AMKOR. XIN shall, based on the consultation with AMKOR, decide on the
appropriate time for the Assigned Contracts to be assigned. AMKOR shall be
responsible for the payment of all fees and costs related to such assignment
whether by way of direct payment or reimbursement to XIN. In the event XIN is
unable to secure assignment of such contracts, XIN will continue performing the
obligations of those of the Assigned

                                       15



Contracts and will actively exercise the rights of those of the Assigned
Contracts. Upon presentation by BECHTEL directly (or XIN if not BECHTEL) to
AMKOR of invoices related to those Assigned Contracts which are not successfully
assigned. AMKOR shall make payment of such invoices with the vendors. In the
event XIN pays or is required to pay such invoices, AMKOR shall reimburse XIN in
full upon presentation of such invoices immediately. XIN will retain such
contracts and make such contracts available to AMKOR: provided that AMKOR shall
make payments under such contracts (or reimburse XIN if such payments cannot be
made directly). In the event of termination of the Contract as described in
Article 10 for any reason. AMKOR shall re-assign the Assigned Contracts book to
XIN, provided that i) XIN shall only assume the original liabilities or
responsibilities of the Assigned Contracts; and ii) AMKOR undertakes to assume
any new liabilities or responsibilities which AMKOR may have added or caused to
be modified to the scope of the Assigned Contracts.

(b)   Excluded Contracts

All such contracts shall be terminated by XIN and shall be the responsibility of
XIN including as per Article 12.04.

(c)   Contracts with Outstanding Warranty

For those contracts with outstanding warranty, XIN will use best efforts to
procure the signing of an appropriate release and waiver such that the benefits
of such warranties shall be assigned to AMKOR. The costs of such assignment, if
any, shall be borne by AMKOR.

12.03 INSURANCE

XIN shall, at its own cost, take out insurance strictly in accordance with the
Lease Contract up to the Delivery and Acceptance Date. After the Delivery and
Acceptance Date, based on the joint decision of XIN and AMKOR XIN shall purchase
the insurance, AMKOR shall be responsible for the payment of full insurance
premiums and each of XIN and INPAC (to the extent and in the same amounts that
INPAC enjoyed insurance coverage prior to the Delivery and Acceptance Date)
shall be named beneficiaries under the policy. Upon Initial Title, AMKOR shall
be the named beneficiary and shall responsible for the purchase(if possible, and
if not, by XIN) and payment of insurance for the Premises.

12.04 LIABILITIES FOR CONSTRUCTION OF THE PREMISES, LAND GRANT PREMIUM AND NEW
CONTRACTS

(a)   XIN shall assume all liability and shall settle all claims, to which XIN
      is liable, incurred prior to the Delivery and Acceptance Date pertaining
      to the construction of the Premises, subject to a maximum liability of not
      exceeding Sixty-five Million United States Dollars (US$65,000,000).

(b)   XIN shall be held liable to settle the Payment of the land grant premiums
      for the site.

(c)   From the date hereof, XIN shall not create any Encumbrances, any security
      interest or any third party right or interest with respect to the Premises
      or enter into any contract, or agreement(oral or written), other than this
      Contract and the Lease Contact, for the granting or disposition of any
      right or interest in or to the Premises to any third party.

                                       16



12.05 PARTY ACKNOWLEDGEMENTS

(1)   AMKOR acknowledges the following:

      (a)   it is aware at the time of conclusion of this Contract that the
            Premises has not been completed in accordance with the approved
            design and construction plans pursuant to the Lease Contract;

      (b)   it is aware at the time of conclusion of this Contract that there
            exists the Lease Contract between XIN and INPAC;

      (c)   it is aware at the time of conclusion that IBM Equipment and
            Facilities have been already placed within placed within the
            Premises and XIN has no custody obligation over IBM Equipment and
            Facilities; and

      (d)   it has been notified that certain construction facilities in the
            Premises were imported on a bonded basis and remain bonded.

(2)   XIN acknowledges the following;

      (a)   Based on INPAC's written acknowledgment, XIN is not aware that the
            Premises has been in breach of the Planning Indexes in Annex B
            attached hereto, XIN shall not assume any liability in this regard.

12.06 NOTICES

Any notice, request or other communication to be given or made under this
Contract shall be in writing. Any notice, request or other communication from
one party (the 'SENDER') shall be effective upon receipt by the receiving party
(the "RECEIVER"), or when deemed to be received by the Receiver (a) in the case
of delivery by hand, by airmail or by established courier service, upon refusal
to accept delivery when delivered to the Receiver during normal business hours,
or (b) in the case of delivery by facsimile. on the day it is transmitted,
provided that transmission is proved by the appearance of the Receiver's
facsimile number on the facsimile transmission report of the Sender's facsimile
machine.

FOR XIN:

Victor Lu

Shanghai waigaoqiao Free Trade Zone Xin Development Co., Ltd.
2005 Yang Gao Bei Road, Pudong, Shanghai 200131

FOR AMKOR:

Amkor  Technology, Inc.
1345 Enterprise Drive
West Chester, PA 19380
USA

Attention: General Counsel
Fax:(610)431-7189

with a copy to:
White & Case, Shanghai

                                       17



220 Shanghai Bund No. 12 Building
12 Zhongshan Dong YI Road
Shanghai 200002, P.R.C.

Attention; Victor Ho
Fax:(86-21)6323-9252

12.07 GOVERNING LAW

The validity, interpretation and implementation of, and disputes in relation to
this Contract shall be governed by the Laws and Regulations.

12.08 SETTLEMENT OF DISPUTES

(a)   Any differences or disputes arising from this Contract regarding its
      performance shall be settled by an amicable effort on the part of the
      Parties to this Contract. An attempt to arrive at a settlement shall be
      deemed to have failed as soon as one of the Parties to this Contract so
      notifies the other Party.

(b)   After the attempt to arrive at a settlement fails, any Party shall, for
      trial, submit the disputes to the competent People's Court with
      jurisdiction over the matter in dispute or where the Premises is located.

12.09 SEVERABILITY

Should an individual provision or clause of this Contract be held invalid or
unenforceable, the remainder of this Contract shall remain in force, and the
Parties shall use their best efforts to arrive at a new provision or clause
which, in terms of its economic result, corresponds to the invalid provision.

12.10 LANGUAGES

This contract and its Annexes are written in both Chinese and English. The
English and Chinese versions of this Contract are equally authentic, but in the
event of any irreconcilable conflict or uncertainty of meaning, the Chinese one
shall prevail.

12.11 WAIVER OF RIGHTS

Waiver by a Party of any particular default by Party shall not affect or impair
the Party's right with respect to any subsequent default, nor shall any delay or
omission of a Party in exercising any right arising from a default affect or
impair that Party's rights resulting from the same or any future default.

12.12 ASSIGNMENT OF RIGHTS AND OBLIGATIONS

Any Party, without prior written consent of the other Party, shall not assign
its rights and/or obligations under this Contract to third parties.

12.13 WRITTEN FORM

Alterations, modifications and amendments to this Contract shall only be valid
if made in writing. This requirement of written form can only be waived in
writing. Any declaration or notice by a Party shall be valid and binding only if
confirmed in writing by that Party's authorized officers or representatives.

                                       18



12.14 SOLE AGREEMENT

This Contract and its Annexes constitute the sole and entire agreement and
understanding between the Parties concerning the subject matter hereof and
supersede all prior agreements, understandings and draft contracts between the
Parties.

12.15 CONFIDENTIALITY

Unless it is necessary for the performance of this Contract one Party shall keep
the contents of this Contract as well as the Confidential Information received
from the other Party confidential. In this Article, "Confidential Information"
means those information and materials which the disclosing Party requires
orally or in writing to keep confidential.

12.16 EXECUTION

This Contract shall be established upon: 1) being signed by the authorized
representatives of both Parties; and 2) being affixed by their corporate seals.
To the extent that the execution of this Contract may be notarized by the
Shanghai Notary Office, the authorized representatives of the Parties shall
jointly attend to the Shanghai Notary Public Office, for the notarization of
this Contract. The notarization fee shall be borne equally by either or the
Parties hereto.

12.17 EXECUTION COPIES

This Contract has been written in Chinese and English in Four(4) original each,
all of which constitute one the same agreement. Each Party shall hold One (1)
set of Chinese and English originals. The remaining shall be filed with the
Shanghai Real Estate Registry and the Shanghai Notary Public Office,
respectively.

12.18 REGISTRATION

XIN agrees that upon execution of this Contract, it will try its best to
register this Contract with the Shanghai Real Estate Registry, so long as the
applicable Laws and Regulations so allow.

12.19 EFFECTIVENESS

This Contract shall become effective immediately upon the signatures of the duly
authorized representatives of the Parties hereto, unless otherwise stipulated by
the applicable Laws and Regulations.

As witness this Contract is entered into by the Parties, acting through
their duly authorized representatives, and is affixed by their respective
corporate seals as of the date first above written.

[NO CONTENTS BELOW]

                                       19



[EXECUTION PAGE]

SHANGHAI WAIGAOQIAO FREE TRADE ZONE XIN DEVELOPMENT CO., LTD
(CORPORATE SEAL)
Authorized Representative

/s/ Authorized Representative (In Chinese)
- ------------------------------------------
Name:
Title:

AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD. (CORPORATE SEAL)
Authorized Representative

/s/  Laura Liu Chenyang
- ---------------------------
Name:  LAURA LIU CHENYANG.
Title: VP of Fin & HR, AATS

                                       20


ANNEX 1     FLOOR PLAN, CONSTRUCTION STRUCTURE AND FACILITIES AND PERMANENT
                       INFRASTRUCTURE OF THE PREMISES

1.    Description of the Premises

2.    Floor Plan

3.    Description of Permanent Infrastructure surrounding the Redline of
      Premises

                                       21


                      ANNEX 2 INITIAL TITLE TO THE PREMISES

                                       22


                     ANNEX 3 MATERIALS TO BE PROVIDED BY XIN

XIN shall, at the time of delivery of Materials to be Provided by XIN, give
AMKOR a letter stating that 1) XIN's representations and warranties under this
Contract are true, valid and enforceable under the Laws and Regulations; 2) XIN
has complied and will comply with the relevant provisions of this Contract.

AMKOR shall, at the time of acceptance of Materials to be Provided by XIN, give
XIN a letter stating that 1) AMKOR's representations and warranties under this
Contract are true, valid and enforceable under the Laws and Regulations; 2)
AMKOR has complied and will comply with the relevant provisions of this
Contract.

                                       23


                   ANNEX 4 DELIVERY AND ACCEPTANCE CERTIFICATE

This Certificate hereby certifies that:

1.    XIN has delivered and AMKOR has accepted the Premises under this Contract
      on ___,___, 2004.

2.    XIN has delivered the premises in accordance with the relevant provisions
      and annexes of this Contract, unless otherwise stated in this Certificate.

3.    AMKOR has accepted the Premises and acknowledged that the Premises has met
      the criteria or requirements set by the relevant provisions of this
      Contract.

XIN:

     By: _________

     Date: _______

AMKOR:

     By: _________

     Date: _______

                                       24


                             ANNEX 5 REIMBURSEMENTS

                                       25


                                ANNEX 6 CONTRACTS

                                       26


                           ANNEX 7 INCOMPLETE PROJECT

                                       27


                ANNEX 8 PLANNING INDEXES AND LAND USE CONDITIONS

                                       28


                        ANNEX 9 STANDBY LETTER OF CREDIT

[to be provided by bank]

    LETTER OF CREDIT KEY POINTS TO BE INSERTED INTO THE FORM PROVIDED BY BANK

The principal terms and conditions of the Letter of Credit, to be included in
the issuing bank, Bank of China's standard letter of credit form, are:

ISSUER:                 Shanghai Waigaoqiao Free Trade Zone XIn Development Co.,
                        Ltd.("XIN").

BENEFICIARY:            Amkor Assembly & Test (Shanghai) Co., Ltd. ("AMKOR").

TYPE:                   Standby irrevocable letter of credit

TERM:                   Seventy-seven (77) days.

LC AMOUNT:              The total of the Premises Price and the Maintenance
                        Fee as defined in the Sales Contract of Commodity
                        Premises between AMKOR and XIN dated __, 2004
                        (the: "CONTRACT").

EFFECTIVE DATE:         The Letter of Credit shall be effective from and the
                        Term of the Letter of Credit and shall commence on the
                        data on which XIN's Bank, set out in the Contract,
                        confirming its receipt of AMKOR's telegraphic transfer
                        of the total of the Premises Price and the Maintenance
                        Fee.

DRAWDOWN PERIOD:        Commencing from the 71" day of the Term through the end
                        of the Term, both days inclusive.

DRAWDOWN CONDITIONS:

                        (1)   If the Issuing Bank has not received an authentic,
                              notarized letter from XIN confirming that the
                              AMKOR Title (as defined in the Contract) has been
                              issued to AMKOR by the seventieth (70th) of the
                              Effective Date: and

                        (2)   AMKOR Issues a letter to the Issuing Bank
                              confirming that it has not been issued with the
                              AMKOR Title by the seventieth (70th) day of the
                              Effective Date.

NO FINANCING PURPOSE:   The Letter of Credit shall not be used by AMKOR for any
                        financing purpose.

                                       29



                  ANNEX 10 WAIVER OF THE RIGHT OF FIRST REFUSAL

To:    Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd.

To whom it may concern:

As of the date set forth hereunder, INPAC hereby agrees that it has irrevocably
waived its right of first refusal under the Lease Contract with XIN or at law in
respect of the sale of the Premises, under the same terms and conditions agreed
upon between XIN and AMKOR with regard to the sale of the Premises.

IBM INTERCONNECT PACKAGING SOLUTIONS (SHANGHAI) CO., LTD.:
(Corporate seal)

By: ________________________________
    Alejo Yao   General Manager

Date: ______________________________

                                       30



                                       31

                                                                    EXHIBIT 12.1

                             AMKOR TECHNOLOGY, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                        (IN THOUSANDS EXCEPT RATIO DATA)





                                                                      YEAR ENDED DECEMBER 31,                     SIX MONTHS ENDED
                                                    ----------------------------------------------------------        JUNE 30,
                                                       1999      2000        2001          2002         2003            2004
                                                    --------   --------   ---------     ---------     --------    ----------------
                                                                                                
Earnings
   Income (loss) before income taxes, equity in
      income  (loss) of investees, minority
      interest and discontinued operations........  $ 87,494   $173,154   $(438,498)    $(564,309)    $(45,303)      $ 28,218

   Interest expense...............................    61,803    127,027     138,629       143,441      138,775         68,201

   Amortization of debt issuance costs............     3,466      7,013      22,321         8,251        7,428          2,854

   Interest portion of rent.......................     3,481      4,567       7,282         4,995        5,463          2,723

   Less (earnings) loss of affiliates.............     2,622         --          --            --           --             --
                                                    --------   --------   ---------     ---------     --------       --------

                                                    $158,866   $311,761   $(270,266)    $(407,622)    $106,363       $101,996
                                                    ========   ========   =========     =========     ========       ========

Fixed Charges
   Interest expense...............................  $ 61,803   $127,027   $ 138,629     $ 143,441     $138,775       $ 68,201

   Amortization of debt issuance costs............     3,466      7,013      22,321         8,251        7,428          2,854

   Interest portion of rent.......................     3,481      4,567       7,282         4,995        5,463          2,723
                                                    --------   --------   ---------     ---------     --------       --------

                                                    $ 68,750   $138,607   $ 168,232     $ 156,687     $151,666       $ 73,778
                                                    ========   ========   =========     =========     ========       ========

Ratio of earnings to fixed charges                       2.3x       2.2x         --x(1)        --x(1)       --x(1)        1.4x
                                                    ========   ========   =========     =========     ========       ========


(1) The ratio of earnings to fixed charges was less than 1:1 for the year ended
December 31, 2003. In order to achieve a ratio of earnings to fixed charges of
1:1, we would have had to generate an additional $45.3 million of earnings in
the year ended December 31, 2003. The ratio of earnings to fixed charges was
less than 1:1 for the year ended December 31, 2002. In order to achieve a ratio
of earnings to fixed charges of 1:1, we would have had to generate an additional
$564.3 million of earnings in the year ended December 31, 2002. The ratio of
earnings to fixed charges was less than 1:1 for the year ended December 31,
2001. In order to achieve a ratio of earnings to fixed charges of 1:1, we would
have had to generate an additional $438.5 million of earnings in the year ended
December 31, 2001.

                                       33

                                                                    EXHIBIT 31.1

SECTION 302(a) CERTIFICATION

I, James J. Kim, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Amkor Technology,
      Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

      b)    [omitted]

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors:

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date: August 6, 2004                               /s/ JAMES J. KIM
                                                   By:    James J. Kim
                                                   Title: Chief Executive Office

                                       34

                                                                    EXHIBIT 31.2

SECTION 302(a) CERTIFICATION

I, Kenneth T. Joyce, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Amkor Technology,
      Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    [omitted]

            c)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            d)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors:

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls over financial reporting.

Date: August 6, 2004                              /s/ KENNETH T. JOYCE
                                                  By:    Kenneth T. Joyce
                                                  Title: Chief Financial Officer

                                       35

                                                                      EXHIBIT 32

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      I, James J. Kim, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Amkor Technology, Inc. on Form 10-Q for the three months ended June
30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form 10-Q
fairly presents in all material respects the financial condition and results of
operations of Amkor Technology, Inc.

                                                  /s/ JAMES J. KIM
                                                  By:    James J. Kim
                                                  Title: Chief Executive Officer

      I, Kenneth T. Joyce, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report of Amkor Technology, Inc. on Form 10-Q for the three months
ended June 30, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-Q fairly presents in all material respects the financial condition
and results of operations of Amkor Technology, Inc.

                                                  /s/ KENNETH T. JOYCE
                                                  By:    Kenneth T. Joyce
                                                  Title: Chief Financial Officer

                                       36