AGREEMENT Dated September , 1997

AGREEMENT

Dated September , 1997

The parties to this agreement are Xianyang Yongxin Electronics Co.,
Ltd. ("Yongxin"), Xianyang Daming Electronics Co., Ltd. ("Daming"), Yantai
Daewoo Electronics Components Co., Ltd. ("Yantai") and Xianyang Dnon Tech
Special Electro Technique Co., Ltd. ("Dnon Tech" and together with Yongxin,
Daming, Yantai, the "Asia Electronic Subsidiaries") and each of the entities
listed on schedule A (each, a "Pianzhuan Group Member").

The parties agree as follows:

1. Business Opportunities; Competition. No Pianzhuan Group Member
may manufacture, market, sell or otherwise dispose of, for its own account or
for the account of others, deflection yokes for CPTs or CDTs. Notwithstanding
the foregoing, however, Xianyang Pianzhuan Co., Ltd. ("Xianyang"), a Pianzhuan
Group Member, may continue to design, manufacture, market and sell 18" and 21"
(narrow) deflection yokes in the People's Republic of China.

2. Certain Payments. The Asia Electronic Subsidiaries shall pay
all currently outstanding liabilities and obligations to each Pianzhuan Group
Member as promptly as practicable (and, in any event, prior to October 1, 1997),
and thereafter shall pay all liabilities and obligations to each Pianzhuan Group
Member during the term of this agreement, within 30 days after receiving an
invoice therefor.

Each Pianzhuan Group Member shall pay all its currently outstanding
liabilities and obligations to the Asia Electronic Subsidiaries as promptly as
practicable (and, in any event, prior

to October 1, 1997), and thereafter shall pay all liabilities and obligations to
the Asia Electronic Subsidiaries during the term of this agreement, within 30
days after receiving an invoice therefor.

3. Services. Each Pianzhuan Group Member that has provided sales
and marketing, research and development or administration or other services to
the Asia Electronic Subsidiaries shall, from time to time, at the request of
Yongxin, Daming, Yantai or Dnon Tech, continue to provide such services at cost,
as determined in accordance with past practice.

4. Acknowledgment. Each Pianzhuan Group Member hereby
acknowledges and agrees that it does not have any right, under any agreement in
effect on the date of this agreement or otherwise, to cause either Yongxin,
Daming, Yantai or Dnon Tech to take, or refrain from taking, any action, other
than as expressly provided in this agreement.

5. Term. The provisions of sections 1, 2 and 3 shall terminate on
the tenth anniversary of this agreement.

6. Miscellaneous

(a) This agreement shall be governed by and construed in
accordance with the law of the state of New York applicable to agreements made
and to be performed wholly in the State of New York. Yongxin, Daming, Yantai and
Dnon Tech and each Pianzhuan Group Member agrees that any suit, action or
proceeding (a "Proceeding") brought against it arising out of or based upon this
Agreement may be instituted in any state or federal court in the Borough of
Manhattan, The City of New York, and waives any objection which it may now or
hereafter have to the laying of venue

of any such Proceeding, and irrevocably submits to the non-exclusive
jurisdiction of such courts in any such Proceeding.

(b) All notices and other communications under this agreement
shall be in writing and may be given by any of the following methods: (i)
personal delivery; (ii) facsimile transmission; (iii) registered or certified
mail, postage prepaid, return receipt requested; or (iv) overnight delivery
service. Notices shall be sent to the appropriate party at its address or
facsimile number given below (or at such other address or facsimile number for
that party as shall be specified by notice given under this section 6(b)):

if to Yongxin, Daming, Yantai or Dnon Tech, to it at:

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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China

Telephone: (▇▇▇) ▇▇▇▇▇▇▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇▇▇▇▇▇▇▇

if to a Pianzhuan Group Member, to it at:

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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China

Telephone: (▇▇▇) ▇▇▇▇▇▇▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇▇▇▇▇▇▇▇

All such notices and communications shall be deemed received upon (i) actual
receipt by the addressee, (ii) actual delivery to the appropriate address or
(iii) in the case of a facsimile transmission, upon transmission by the sender
and issuance by the transmitting machine of a confirmation slip confirming the
number of pages constituting the notice have been transmitted without error. In
the case of notices sent by facsimile transmission, the sender shall
contemporaneously mail a copy of the notice to the addressee at the address
provided for above. However, such mailing shall in no way alter the time at
which the facsimile notice is deemed received.

(c) This agreement may be executed in counterparts, each of which
shall be considered an original, and all of which together shall constitute the
same instrument.

(d) The parties acknowledge that the remedy at law for breach of
this agreement may be inadequate and that, in addition to any other remedy a
party may have for a breach of this agreement, that party may be entitled to an
injunction restraining any such breach or threatened breach, or a decree of
specific performance, without posting any bond or security. The remedy provided
in this section 6(d) is in addition to, and not in lieu of, any other rights or
remedies a party may have.

(e) If any provision of this agreement is invalid or
unenforceable, the balance of this agreement shall remain in effect, and, if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.

(f) This agreement contains a complete statement of all the
arrangements among the parties with respect to its subject matter, supersedes
all existing agreements among them with respect to that subject matter, may not
be changed or terminated orally and any amendment or modification must be in
writing and signed by the party to be charged.

XIANYANG DAMING ELECTRONICS CO., LTD.