Agreement on purchase of office building located in Taiwan dated April 14, 2006, between Diode-Taiwan and First International Computer, Inc

1.

Lot No. 185 Fuhsing Section, Hsintien City, Taipei Hsien, Taiwan, in category of construction, 175.11 M², holding 1,526/10,000 ownership

2.

Lot No. 200 Fuhsing Section, Hsintien City, Taipei Hsien, Taiwan, in category of construction, 4.82 M², holding 1,526/10,000 ownership

3.

Lot No. 202 Fuhsing Section, Hsintien City, Taipei Hsien, Taiwan, in category of construction, 53.23 M², holding 1,526/10,000 ownership

4.

Lot No. 203 Fuhsing Section, Hsintien City, Taipei Hsien, Taiwan, in category of construction, 5,337.23 M², holding 925/10,000 ownership

1.

Building #1363, i.e., 7F, 50 Minchuan Road, Hsintien City (in Lot Nos. 185, 203, Fuhsing Section), 1,020.42 M² in total floor space, plus 58.35 M² as verandah, 2.45 M² as flower bed areas, for ownership in full, along with building in co-use: 2,652.84 M² in Building #1377 Fuhsing Section, holding 475/10,000 ownership ratio, along with parking units #97, 98, 99.

2.

Building #1371, i.e., 5F, 52 Minchuan Road, Hsintien City (in Lot Nos. 185, 202, 203, Fuhsing Section), 1,138.23 M² in total floor space, plus 62.47 M² as verandah, 2.45 M² as flower bed areas, for ownership in full, along with building in co-use: 2,652.84 M² in Building #1377 Fuhsing Section, holding 531/10,000 ownership ratio, along with parking units #91, 92, 93.

3.

Building #1373, i.e., 7F, 52 Minchuan Road, Hsintien City (in Lot Nos. 185, 202, 203, Fuhsing Section), 1,138.23 M² in total floor space, plus 62.47 M² as verandah, 2.45 M² as flower bed areas, for ownership in full, along with building in co-use: 2,652.84 M² in Building #1377 Fuhsing Section, holding 531/10,000 ownership ratio, along with parking units #53, 54, 55.

(I)

Price for buildings (including parking units): NT$53,296,315. Besides, Party A agrees to pay for Party B the 5% VAT required for invoicing, i.e., NT$2,664,816.

(II)

Price for land: NT$141,713,985.

(III)

The grand total of (I) and (II) above comes to NT$197,675,116.

(I)

The 1^st payment: Party A shall pay Party B NT$19,501,030 upon execution of this Agreement.

(II)

The 2^nd payment: On May 8, 2006 after Party B provides all documents required for ownership transfer registration to the appointed title agent, Party A shall pay Party B another sum of NT$19,501,030. At the same time when Party A pays the second payment to Party B, Party A shall issue a promissory note on May 8, 2006 as the date of issue and June 15, 2006 as the date of maturity, amounting to NT$158,582,380, non-negotiable, pay to the order of Party B, to guarantee Party A’s payment of the final balance amounting to NT$158,582,380. Upon the moment when Party B receives the final balance, the aforementioned promissory note to guarantee the final balance shall be returned to Party A forthwith. In the event that Party B gets the aforementioned promissory note lost and this makes the promissory note unable to be returned to Party A, Party B shall indemnify Party A from all losses so incurred.

(III)

The final balance amounting to NT$158,673,056: Party B shall transfer the ownership to Party A on or before May 31, 2006. Party A shall use the Premises under the Agreement to obtain mortgage loan from a financial institution(s) to pay the NT$158,673,056 balance by remitting the final balance into Party B’s A/C#45010211343~3 at Fubon Commercial Bank Taipei. In the event that the bank loan obtained by Party A is less than the final balance, Party A shall pay the spread with a non-negotiable cash bank check to clear off the final balance within thirty days after obtaining the titles of the Premises.

(IV)

Upon receipt of each payment from Party A, Party B shall issue an invoice of the equivalent amount to Party A.

(I)

Party A agrees that the ownership transfer registration and the procedures to obtain a mortgage loan from a bank be handled by the title agent appointed by Party B.

(II)

During the process of the ownership transfer registration and all procedures required under the Agreement, whenever Party B is required to provide additional documents or affix seals additionally, Party B shall render cooperation forthwith without delay for any reasons.

(III)

Party B shall have the ownership of the aforementioned land and buildings transferred to Party A and have the Premises handed over to Party A, have the certificates to verify the rights to use the parking units, handed over to Party A not later than May 31, 2006. In the event that Party A clears off all payments in full before May 31, 2006, Party B shall have the supporting certificates verifying the aforementioned Premises and parking units to Party A at the same time when Party B receives the final balance from Party A.

(I)

The deed tax, stamp tax, registration fees, mortgage fee, and the agent’s handling fee for mortgage shall be borne by Party A. The Agreement execution fee NT$3,000 and the ownership transfer handling fee NT$27,000 for the title agent shall be equally split by both parties. The land value increment tax shall be borne by Party B.

(II)

The house tax, land price tax, government construction benefit tax, water, electricity bills, phone bills of the Premises incurred prior to the hand-over date shall be borne by Party B and those incurred thereafter shall be borne by Party A. In the event that Party B has not completed the ownership transfer registration upon hand-over, the aforementioned expenses shall be borne by Party B and will not be borne by Party A until the ownership transfer registration is completed.

(III)

Any matters insufficiently provided for herein shall be subject to laws and regulations concerned, and shall be equally split by both parties if not provided in laws and regulations concerned.

(I)

In the event that Party A is overdue in payment due to a factor attributable to Party A itself, Party A shall be subject to a default penalty at 1‰ (0.1%) of the total price for each day overdue as punitive penalty.

(II)

In the event that Party B is overdue in providing the documents required under the Agreement for ownership transfer registration or other obligations under the Agreement due to a factor attributable to Party B itself, Party B shall be subject to a default penalty at 1‰ (0.1%) of the total price for each day overdue as punitive penalty payable to Party A.

(I)

Where either party violates this Agreement, delays or fails to fulfill its obligations under the Agreement, the other may claim the defaulting party for default penalty in accordance with the Agreement the preceding Article and may, in addition, urge the defaulting party to complete corrective action within a minimum of fifteen days. Such party may inform the defaulting party in writing to have the agreement terminated if the defaulting party fails to fulfill the obligations or complete corrective action within the specified time limit.

(II)

In the event that the Agreement is terminated as a result of factor attributable to Party B, Party B shall return the received amount to Party A in full forthwith at double amount. In the event that the Agreement is terminated as a result of factor attributable to Party A, the payment already made by Party A shall be confiscated by Party B to indemnify Party B from the losses so incurred.

(III)

Either party who claims for damages indemnity in the event that the preceding paragraph is free of the burden of proof for the damages so incurred. Even if the substantial damage exceeds the amount defined above, such party shall not claim for an amount beyond the specified amount.

(I)

Where both parties are required to report to, obtain permit from or file other application to the competent authority, or to make a decision, disclose or complete other procedures, such parties shall take the initiative to complete such acts in accordance with laws and regulations concerned.

(II)

The Premises under the transportation shall be pursuant to the entries to the land and building registry books upon execution of this Agreement. In case of a discrepancy between the status quo and the registry entries and such discrepancy may be made up by Party B (including affixing seal), Party B shall do so without refusal or demanding payment extra as soon as requested by Party A. The handling fees so incurred shall be borne by Party A.

(III)

Any matters insufficiently provided for herein shall be subject to solution according to laws and regulations concerned, customs and bona fide principles.

(IV)

On a dispute arising herein regarding validity, enforcement or otherwise of this Agreement, if any, both parties agree that Taipei District Court, Taiwan should be the jurisdictional court for the first instance.