
<PAGE>   1
                                                                     EXHIBIT 1.1


                                                       CGS&H DRAFT/ U.S. Version
                                                                         3/24/98

                             AMKOR TECHNOLOGY, INC.

                               28,000,000 Shares*
                                  Common Stock
                                ($.001 par value)

                                 $120,000,000**
                  ___ % Convertible Subordinated Notes Due 2003

                           U.S. Underwriting Agreement


                                                              New York, New York
                                                                 April ___, 1998

Smith Barney Inc.
BancAmerica Robertson Stephens
Cowen & Company
  As U.S. Representatives of the several U.S. Underwriters,
c/o Smith Barney Inc.
333 West 34th Street
New York, New York  10001


Ladies and Gentlemen:

            Amkor Technology, Inc., a Delaware corporation (the "Company"),
proposes to sell to the underwriters named in Schedule I hereto (the "U.S.
Underwriters"), for whom you (the "U.S. Representatives") are acting as
representatives, 24,000,000 shares of common stock, $.001 par value ("Common
Stock"), of the Company, and the persons named in Schedule II hereto (the
"Selling Stockholders") propose to sell to the U.S. Underwriters 4,000,000
shares of Common Stock (said shares to be issued and sold by the Company and
shares to be sold by the Selling Stockholders collectively being hereinafter
called the "U.S. Underwritten Shares"). The Company also proposes to grant to
the U.S. Underwriters an option to purchase up to 4,200,000 additional shares of
Common Stock (the "U.S. Option Shares"; the U.S. Option Shares, together with
the U.S. Underwritten Shares, being hereinafter called the "U.S. Shares"). The
Company


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*     Plus an option to purchase from Amkor Technology, Inc. up to 4,200,000
      additional shares to cover over-allotments.

**    Plus an option to purchase from Amkor Technology, Inc. up to $18,000,000
      additional principal amount of its ___% Convertible Subordinated Notes due
      2003 to cover over-allotments.
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also proposes to sell to certain of the U.S. Underwriters $120,000,000
principal amount of its ___% Convertible Subordinated Notes due 2003 (the "U.S.
Underwritten Notes"), to be issued under an indenture (the "Indenture") to be
dated as of April __, 1998, between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"). The Company also proposes to grant to such
U.S. Underwriters an option to purchase up to $18,000,000 additional principal
amount of its ___% Convertible Subordinated Notes due 2003 (the "U.S. Option
Notes"; the U.S. Option Notes, together with the U.S. Underwritten Notes, being
hereinafter called the "U.S. Notes"; and the U.S. Notes, together with the U.S.
Shares, being hereinafter called the "U.S. Securities"). The U.S. Notes are
convertible into shares of Common Stock.

            It is understood that the Company and the Selling Stockholders are
concurrently entering into an International Underwriting Agreement dated the
date hereof (the "International Underwriting Agreement") providing for (i) the
sale by the Company and the Selling Stockholders of an aggregate of 7,000,000
shares of Common Stock (said shares to be sold by the Company and the Selling
Stockholders pursuant to the International Underwriting Agreement being
hereinafter called the "International Underwritten Shares"), and providing for
the grant to the underwriters named in Schedule I thereto (the "International
Underwriters") of an option to purchase from the Company up to 1,050,000
additional shares of Common Stock (the "International Option Shares"; the
International Option Shares, together with the International Underwritten
Shares, being hereinafter called the "International Shares"; and the U.S.
Shares, together with the International Shares, being hereinafter called the
"Shares") and (ii) the sale by the Company of $30,000,000 principal amount of
its ___% Convertible Subordinated Notes due 2003 (the "International
Underwritten Notes"), and providing for the grant to certain International
Underwriters of an option to purchase from the Company up to $4,500,000
additional principal amount of its ____% Convertible Subordinated Notes due 2003
(the "International Option Notes"; the International Option Notes, together with
the International Underwritten Notes, being hereinafter called the
"International Notes"; and the International Notes, together with the
International Shares, being hereinafter called the "International Securities";
and the International Notes, together with the U.S. Notes, being hereinafter
called the "Notes"; and the Notes, together with the Shares, being hereinafter
called the "Securities").

            It is further understood and agreed that the International
Underwriters and the U.S. Underwriters have entered into an Agreement Between
U.S. Underwriters and International Underwriters dated the date hereof (the
"Agreement Between U.S. Underwriters and International Underwriters"), pursuant
to which, among other things, the International Underwriters may purchase from
the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to
the U.S. Underwriting Agreement and the U.S. Underwriters may purchase from the
International Underwriters a portion of the International Securities to be sold
pursuant to the International Underwriting Agreement. To the extent there are no
additional U.S. Underwriters listed on Schedule I other than you, the term U.S.
Representatives as used herein shall mean you, as U.S. Underwriters, and the
terms U.S. Representatives and U.S. Underwriters shall mean either the singular
or plural as the context requires.

            It is understood by the parties hereto that Mr. James J. Kim and
Mrs. Agnes C. Kim ("Mr. and Mrs. James J. Kim"), Selling Stockholders, are
concurrently entering into a


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securities loan agreement dated the date hereof (the "Securities Loan
Agreement") with Smith Barney Inc. ("SBI") which provides that, subject to
certain restrictions and with the agreement of Mr. and Mrs. James J. Kim, SBI
may from time to time borrow, return and reborrow from Mr. and Mrs. James J. Kim
certain shares of Common Stock (the "Borrowed Shares") for the purpose of
facilitating market-making activity in the Notes by SBI.

            Certain terms used in this Agreement are defined in Section 17
hereof.

                  1. Representations and Warranties.

                  A. The Company and Mr. James J. Kim, a Selling Stockholder,
      jointly and severally represent and warrant to, and agree with, each U.S.
      Underwriter as set forth below in this Section 1A.

                  (a) The Company has filed with the Securities and Exchange
      Commission (the "Commission") a registration statement (file number
      333-37235) on Form S-1, including the related Offering Preliminary
      Prospectuses, for the registration under the Act of the offering and sale
      of the Securities. The Company may have filed one or more amendments
      thereto, including the related Offering Preliminary Prospectuses, each of
      which has previously been furnished to you. The Company will next file
      with the Commission either (i) prior to effectiveness of the Offering
      Registration Statement, a further amendment to the Offering Registration
      Statement (including the form of Offering Prospectuses) or (ii) after
      effectiveness of the Offering Registration Statement, the Offering
      Prospectuses in accordance with Rules 430A and 424(b)(1) or (4). In the
      case of clause (ii), the Company has included in the Offering Registration
      Statement all information (other than Rule 430A Information) required by
      the Act and the rules thereunder to be included in the Offering
      Registration Statement and the Offering Prospectuses. As filed, such
      amendment and form of Offering Prospectuses, or such Offering
      Prospectuses, shall contain all Rule 430A Information, together with all
      other such required information, and, except to the extent the U.S.
      Representatives shall agree in writing to a modification, shall be in all
      substantive respects in the form furnished to you prior to the Execution
      Time or, to the extent not completed at the Execution Time, shall contain
      only such specific additional information and other changes (beyond that
      contained in the latest Offering U.S. Preliminary Prospectus) as the
      Company has advised you, prior to the Execution Time, will be included or
      made therein.

                  It is understood that two forms of prospectus are to be used
      in connection with the offering and sale of the Securities: one form of
      prospectus relating to the U.S. Securities, which are to be offered and
      sold to United States and Canadian Persons, and one form of prospectus
      relating to the International Securities, which are to be offered and sold
      to persons other than United States and Canadian Persons. The two forms of
      prospectus are identical except for the outside front cover page, the
      inside front cover page, the discussion under the heading "Underwriting"
      and the outside back cover page. Such form of prospectus relating to the
      U.S. Securities as first filed pursuant to Rule 424(b) after the Execution
      Time or, if no filing pursuant to Rule 424(b) is made,


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      such form of prospectus included in the Offering Registration Statement at
      the Effective Date, is hereinafter called the "Offering U.S. Prospectus";
      such form of prospectus relating to the International Securities as first
      filed pursuant to Rule 424(b) after the Execution Time or, if no filing
      pursuant to Rule 424(b) is made, such form of prospectus included in the
      Offering Registration Statement at the Effective Date, in either case,
      exclusive of any supplement thereto, is hereinafter called the "Offering
      International Prospectus"; and the Offering U.S. Prospectus and the
      Offering International Prospectus are hereinafter collectively called the
      "Offering Prospectuses".

                (b) On the Effective Date, the Offering Registration Statement
      did or will, and when the Offering Prospectuses are first filed (if
      required) in accordance with Rule 424(b) and on the Closing Date (as
      defined herein) and on any date on which the U.S. Option Shares or U.S.
      Option Notes are purchased, if such date is not the Closing Date (a
      "settlement date"), each Offering Prospectus (and any supplement thereto)
      will, comply in all material respects with the applicable requirements of
      the Act and the rules thereunder; on the Effective Date and at the
      Execution Time, the Offering Registration Statement did not or will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein not misleading; and, on the Effective Date, each
      Offering Prospectus, if not filed pursuant to Rule 424(b), did not or will
      not, and on the date of any filing pursuant to Rule 424(b) and on the
      Closing Date and any settlement date, each Offering Prospectus (together
      with any supplement thereto) will not, include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company and Mr.
      James J. Kim make no representations or warranties as to the information
      contained in or omitted from the Offering Registration Statement or the
      Offering Prospectuses (or any supplement thereto) in reliance upon and in
      conformity with information furnished herein or in writing to the Company
      by or on behalf of any U.S. Underwriter through the U.S. Representatives
      specifically for inclusion in the Offering Registration Statement or the
      Offering Prospectuses (or any supplement thereto).

                (c) The Company has filed with the Commission a registration
      statement (file number 333-_________) on Form S-1, including the related
      Borrowing Preliminary Prospectus, for the registration under the Act of
      the offering and sale of the Borrowed Shares. The Company may have filed
      one or more amendments thereto, including the related Borrowing
      Preliminary Prospectus, each of which has previously been furnished to
      you. The Company will next file with the Commission either (i) prior to
      the effectiveness of the Borrowing Registration Statement, a further
      amendment to the Borrowing Registration Statement (including the form of
      Borrowing Prospectus) or (ii) after the effectiveness of the Borrowing
      Registration Statement , the Borrowing Prospectus in accordance with Rules
      430A and 424(b)(1) or (4). In the case of clause (ii), the Company has
      included in the Borrowing Registration Statement all information (other
      than Rule 430A Information) required by the Act and the rules thereunder
      to be included in the Borrowing Registration Statement and the Borrowing
      Prospectus. As filed, such


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      amendment and form of Borrowing Prospectus, or such Borrowing Prospectus,
      shall contain all Rule 430A Information, together with all other such
      required information, and, except to the extent the U.S. Representatives
      shall agree in writing to a modification, shall be in all substantive
      respects in the form furnished to you prior to the Execution Time or, to
      the extent not completed at the Execution Time, shall contain only such
      specific additional information and other changes (beyond that contained
      in the latest Borrowing Preliminary Prospectus) as the Company has advised
      you, prior to the Execution Time, will be included or made therein.

                (d) On the Effective Date, the Borrowing Registration Statement
      did or will, and when the Borrowing Prospectus is first filed (if
      required) in accordance with Rule 424(b) and on the Closing Date, the
      Borrowing Prospectus (and any supplements thereto) will, comply in all
      material respects with the applicable requirements of the Act and the
      rules thereunder; on the Borrowing Effective Date and at the Execution
      Time, the Borrowing Registration Statement did not or will not contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary in order to make the statements
      therein not misleading; and, on the Borrowing Effective Date, the
      Borrowing Prospectus, if not filed pursuant to Rule 424(b), will not, and
      on the date of any filing pursuant to Rule 424(b) and on the Closing Date,
      the Borrowing Prospectus (together with any supplemental thereto) will
      not, include any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;
      provided, however, that the Company and Mr. James J. Kim make no
      representations or warranties as to the information contained in or
      omitted from the Borrowing Registration Statement, or the Borrowing
      Prospectus (or any supplemental thereto) in reliance upon and in
      conformity with information furnished herein or in writing to the Company
      by or on behalf of any U.S. Underwriter through the U.S. Representatives
      specifically for inclusion in the Borrowing Registration Statement or the
      Borrowing Prospectus (or any supplement thereto).

                (e) The combined financial statements and schedules of the
      Company and A.K. Industries, Inc., Amkor Electronics, Inc., Amkor Anam
      Test Services, Inc., T.L. Limited, Amkor Anam Advanced Packaging, Inc.
      ("AAAP"), Amkor/Anam Pilipinas, Inc. ("AAP"), C.I.L. Limited, Amkor/Anam
      Euroservices S.A.R.L., and Automated MicroElectronics, Inc. ("AMI") (each
      a "Subsidiary" and collectively the "Subsidiaries") included in the
      Prospectuses and the Registration Statements present fairly in all
      material respects the financial condition, results of operations and cash
      flows of the Company and the Subsidiaries, on a combined basis, as of the
      dates and for the periods indicated, comply as to form with the applicable
      accounting requirements of the Act and the rules and regulations
      thereunder and have been prepared in conformity with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      involved (except as otherwise noted therein).

                (f) Each of the Company, the Subsidiaries and , to the knowledge
      of the Company and Mr. James J. Kim, Anam Industrial Co., Ltd. ("AICL")
      has been duly


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      incorporated and is validly existing as a corporation in good standing
      under the laws of the jurisdiction in which it is chartered or organized
      with full corporate power and authority to own, lease and operate its
      properties and conduct its business as described in the Prospectuses; each
      of the Company and the Subsidiaries is duly qualified to do business as a
      foreign corporation and is in good standing under the laws of each
      jurisdiction which requires such qualification, except where the failure
      to be so qualified would not have a Material Adverse Effect; and no
      proceeding has been instituted in any such jurisdiction, revoking,
      limiting or curtailing, or seeking to revoke, limit or curtail, such power
      and authority or qualification except such proceedings which, if
      successful, would not individually or in the aggregate have a Material
      Adverse Effect.

                (g) All the outstanding shares of capital stock of each
      Subsidiary have been duly and validly authorized and issued and are fully
      paid and nonassessable, and, except (i) such shares of AAP owned by AICL,
      which shares do not exceed 40.1% of the outstanding voting shares of AAP,
      (ii) such shares of AAP, AMI and AAAP owned by directors thereof, which
      shares in each case do not exceed 0.1% of the outstanding shares of such
      Subsidiary, (iii) 3,446,476 shares of preferred stock of AAP, which shares
      are owned by Integrated Microelectronics, Inc., and (iv) as otherwise set
      forth in the Prospectuses, all outstanding shares of capital stock of the
      Subsidiaries are owned by the Company either directly or through wholly
      owned subsidiaries free and clear of any perfected security interest and
      any other security interests, claims, liens or encumbrances.

                (h) The Company's authorized equity capitalization is as set
      forth in the Prospectuses; the capital stock of the Company conforms in
      all material respects to the description thereof contained in the
      Prospectuses; the outstanding shares of Common Stock have been duly and
      validly authorized and issued and are fully paid and nonassessable; the
      U.S. Shares being sold hereunder have been duly and validly authorized,
      and, when issued and delivered to and paid for by the U.S. Underwriters
      pursuant to this Agreement, will be fully paid and nonassessable; the U.S.
      Shares have been duly authorized for listing, subject to official notice
      of issuance, on the Nasdaq National Market; the certificates for the U.S.
      Shares are in valid and sufficient form; the holders of outstanding shares
      of capital stock of the Company are not entitled to preemptive or other
      rights to subscribe for the U.S. Shares; and, except as set forth in the
      Prospectuses, no options, warrants or other rights to purchase, agreements
      or other obligations to issue, or rights to convert any obligations into
      or exchange any securities for, shares of capital stock of or ownership
      interests in the Company are outstanding.

                 (i) The Indenture will be, as of the Closing Date, duly
      authorized, executed and delivered; the Indenture has been duly qualified
      under the Trust Indenture Act and as of the Closing Date will constitute a
      valid, binding and enforceable obligation of the Company; the U.S. Notes
      have been duly authorized by the Company and, when authenticated by the
      Trustee in accordance with the terms of the Indenture and delivered to and
      paid for by the U.S. Underwriters pursuant to this Agreement, will have
      been duly executed, authenticated, issued and delivered and will
      constitute valid, binding and enforceable obligations of the Company
      entitled to the benefits provided by the


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      Indenture; the shares of Common Stock issuable upon conversion of the U.S.
      Notes have been duly authorized for listing, subject to official notice of
      issuance, on the Nasdaq National Market; the holders of the outstanding
      shares of capital stock of the Company are not entitled to any preemptive
      or other rights to subscribe for the U.S. Notes or the shares of Common
      Stock issuable upon the conversion thereof; the shares of Common Stock
      initially issuable upon conversion of the U.S. Notes have been duly and
      validly authorized and reserved for issuance upon such conversion and,
      when issued upon conversion, will be validly issued, fully paid and
      nonassessable; and the U.S. Notes and the Indenture will conform in all
      material respects to the descriptions thereof contained in the Offering
      Prospectuses.

                (j) There is no franchise, contract or other document of a
      character required to be described in the Registration Statements or
      Prospectuses, or to be filed as an exhibit thereto, which is not described
      or filed as required.

                (k) This Agreement has been duly authorized, executed and
      delivered by the Company and is a valid, binding and enforceable agreement
      of the Company.

                (l) The Company is not and, after giving effect to the offering
      and sale of the U.S. Securities and the application of the proceeds
      thereof as described in the Prospectuses, will not be an "investment
      company" as defined in the Investment Company Act of 1940, as amended (the
      "1940 Act").

                (m) No consent, approval, authorization, filing with or order of
      any court or governmental agency or body is required in connection with
      the transactions contemplated herein, except such as have been obtained
      under the Act and such as may be required under the blue sky laws of any
      jurisdiction in connection with the purchase and distribution of the U.S.
      Securities by the U.S. Underwriters in the manner contemplated herein and
      in the Prospectuses.

                (n) Neither the issue and sale of the U.S. Securities nor the
      consummation of any other of the transactions herein contemplated nor the
      fulfillment of the terms hereof will conflict with, or result in a breach
      or violation of or imposition of any lien, charge or encumbrance upon any
      property or assets of the Company or any of the Subsidiaries pursuant to,
      (i) the charter or bylaws of the Company or any of the Subsidiaries or
      (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
      note agreement, loan agreement or other agreement to which the Company or
      any of the Subsidiaries is a party or bound or to which its or their
      property is subject or (iii) any statute, law, rule, regulation, judgment,
      order or decree applicable to the Company or any of the Subsidiaries of
      any court, governmental body, arbitrator or other authority having
      jurisdiction over the Company or any of the Subsidiaries or any of its or
      their properties.

                (o) No holders of securities of the Company have rights to the
      registration of such securities under the Registration Statements.


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                (p) No action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Company or any of the Subsidiaries or its or their property is pending or,
      to the knowledge of the Company and Mr. James J. Kim, threatened that (i)
      could reasonably be expected to have a material adverse effect on the
      performance of this Agreement or the consummation of any of the
      transactions contemplated hereby or (ii) could reasonably be expected to
      have a Material Adverse Effect, except as set forth in or contemplated in
      the Prospectuses.

                (q)  The Reorganization (as defined in the Prospectuses) has
      been completed as described in the Prospectuses.

                (r) Each of the Packaging and Test Services Agreement dated as
      of November 1, 1997 and the Foundry Services Agreement dated as of January
      1, 1998 (collectively, the "AICL Agreements") has been duly authorized,
      executed and delivered by the Company, the Subsidiaries that are parties
      thereto (the "Subsidiary Parties") and AICL and is a valid, binding and
      enforceable agreement of the Company, the Subsidiary Parties and, to the
      knowledge of the Company and Mr. James J. Kim, AICL; neither the
      consummation of the transactions contemplated in any of the AICL
      Agreements nor the fulfillment of the terms thereof will conflict with, or
      result in a breach or violation of or imposition of any lien, charge or
      encumbrance upon any property or assets of the Company, any of the
      Subsidiary Parties or AICL pursuant to, (i) the charter or bylaws of the
      Company, any Subsidiary Party or, to the knowledge of the Company and Mr.
      James J. Kim, AICL or (ii) the terms of any indenture, contract, lease,
      mortgage, deed of trust, note agreement, loan agreement or other agreement
      to which the Company, any Subsidiary Party or, to the knowledge of the
      Company and Mr. James J. Kim, AICL is a party or bound or to which their
      respective property is subject (except for such breaches or violations
      which would not, individually or in the aggregate, have a Material Adverse
      Effect or a material adverse effect on the ability of AICL to perform any
      of the AICL Agreements) or (iii) any statute, law, rule, regulation,
      judgment, order or decree applicable to the Company, any Subsidiary Party
      or, to the knowledge of the Company and Mr. James J. Kim, AICL of any
      court, governmental body, arbitrator or other authority having
      jurisdiction over the Company, such Subsidiary Party or AICL or any of
      their respective properties; no consent, approval, authorization, filing
      with or order of any court or governmental agency or body is currently
      required in connection with the transactions contemplated in any of the
      AICL Agreements, except those of which have been obtained or which, if not
      obtained, would not individually or in the aggregate have a material
      adverse effect on the performance of any of the AICL Agreements or the
      consummation of the transactions contemplated thereby; and no action, suit
      or proceeding by or before any court or governmental body or any
      arbitrator involving the Company, any Subsidiary Party or, to the
      knowledge of the Company and Mr. James J. Kim, AICL or their respective
      properties is pending or, to the knowledge of the Company and Mr. James J.
      Kim, threatened that could reasonably be expected to have a material
      adverse effect on the performance of any of the AICL Agreements or the
      consummation of the transactions contemplated thereby.


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                (s) Each of the Company, the Subsidiaries and, to the knowledge
      of the Company and Mr. James J. Kim, AICL owns or leases all such
      properties as are necessary to the conduct of its operations as presently
      conducted; neither the Company nor any Subsidiary nor, to the knowledge of
      the Company and Mr. James J. Kim, AICL is in violation of any law, rule or
      regulation of any Federal, state, local or other governmental or
      regulatory authority applicable to it or is in non-compliance with any
      term or condition of, or has failed to obtain and maintain in effect, any
      license, certificate, permit or other governmental authorization required
      for the ownership or lease of its property or the conduct of its business,
      which violation, non-compliance or failure would individually or in the
      aggregate have a Material Adverse Effect or a material adverse effect on
      the ability of AICL to perform any of the AICL Agreements, except as set
      forth in or contemplated in the Prospectuses; and the Company has not
      received notice of any proceedings relating to the revocation or material
      modification of any such license, certificate, permit or other
      authorization (other than such proceedings which, if the subject of an
      unfavorable decision, would not individually or in the aggregate have a
      Material Adverse Effect), except as set forth in or contemplated in the
      Prospectuses.

                (t) Neither the Company nor any Subsidiary nor, to the knowledge
      of the Company and Mr. James J. Kim, AICL is in violation or default of
      (i) any provision of its charter or bylaws, (ii) the terms of any
      indenture, contract, lease, mortgage, deed of trust, note agreement, loan
      agreement or other agreement to which it is a party or bound or to which
      its property is subject, or (iii) any statute, law, rule, regulation,
      judgment, order or decree of any court, governmental body, arbitrator or
      other authority having jurisdiction over the Company, or such Subsidiary
      or AICL or any of their respective properties, as applicable, in each case
      (x) other than such violations or defaults which would not, individually
      or in the aggregate, have a Material Adverse Effect or a material adverse
      effect on the ability of AICL to perform its obligations under the AICL
      Agreements and (y) except as set forth in or contemplated in the
      Prospectuses.

                (u) Arthur Andersen LLP, who have certified certain financial
      statements of the Company and the Subsidiaries and delivered their report
      with respect to the audited combined financial statements and schedules
      included in the Prospectuses, are independent public accountants with
      respect to the Company within the meaning of the Act and the applicable
      published rules and regulations thereunder.

                (v) There are no transfer taxes or other similar fees or charges
      under Federal law or the laws of any state, or any political subdivision
      thereof, required to be paid in connection with the execution and delivery
      of this Agreement or the issuance by the Company or sale by the Company of
      the U.S. Securities.

                (w) The Company has filed all foreign, federal, state and local
      tax returns that are required to be filed or has requested extensions
      thereof (except in any case in which the failure so to file would not have
      a Material Adverse Effect), except as set forth in or contemplated in the
      Prospectuses and has paid all taxes shown as payable on such tax returns
      and any other assessment, fine or penalty levied against it, to the extent
      that


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      any of the foregoing is due and payable, except for any such assessment,
      fine or penalty that is currently being contested in good faith or as
      would not have a Material Adverse Effect, except as set forth in or
      contemplated in the Prospectuses.

                (x) No labor dispute with the employees of the Company or any of
      the Subsidiaries exists or, to the knowledge of the Company and Mr. James
      J. Kim, is threatened that could reasonably be expected to have a Material
      Adverse Effect, except as set forth in or contemplated in the
      Prospectuses.

                (y) The Company and each of the Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent for the businesses in which they
      are engaged; neither the Company nor any such Subsidiary has been refused
      any insurance coverage sought or applied for; and neither the Company nor
      any such Subsidiary has any reason to believe that it will not be able to
      renew its existing insurance coverage as and when such coverage expires or
      to obtain similar coverage from similar insurers as may be necessary to
      continue its business at a cost that would not have a Material Adverse
      Effect, except as set forth in or contemplated in the Prospectuses.

                (z) No Subsidiary is currently prohibited, directly or
      indirectly, from paying any dividends to the Company, from making any
      other distribution on such Subsidiary's capital stock, from repaying to
      the Company any loans or advances to such Subsidiary from the Company or
      from transferring any of such Subsidiary's property or assets to the
      Company or any other Subsidiary of the Company, except as described in or
      contemplated in the Prospectuses.

               (aa) The Company and the Subsidiaries possess all certificates,
      authorizations and permits issued by the appropriate federal, state or
      foreign regulatory authorities necessary to conduct their respective
      businesses (except in any case in which the failure so to possess any such
      certificate, authorization or permit would not, individually or in the
      aggregate, have a Material Adverse Effect), and neither the Company nor
      any such Subsidiary has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authorization or
      permit which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, could reasonably be expected to have a
      Material Adverse Effect, except as set forth in or contemplated in the
      Prospectuses.

               (bb) Neither the Company nor any of the Subsidiaries is in
      violation of any federal or state law or regulation relating to
      occupational safety and health or to the storage, handling or
      transportation of hazardous or toxic materials and the Company and the
      Subsidiaries have received all permits, licenses or other approvals
      required of them under applicable federal and state occupational safety
      and health and environmental laws and regulations to conduct their
      respective businesses, and the Company and each such Subsidiary is in
      compliance with all terms and conditions of any such permit, license or
      approval, except any such violation of law or regulation, failure to
      receive required


                                       10
<PAGE>   11
      permits, licenses or other approvals or failure to comply with the terms
      and conditions of such permits, licenses or approvals which would not,
      singly or in the aggregate, have a Material Adverse Effect, except as set
      forth in or contemplated in the Prospectuses.

               (cc) The Company and each of the Subsidiaries maintain a system
      of internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with the existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences.

               (dd) Each of the Company, the Subsidiaries and, to the knowledge
      of the Company and Mr. James J. Kim, AICL owns or has obtained licenses
      for the patents, patent applications, trade and service marks, trade
      secrets and other intellectual properties referenced or described in the
      Prospectuses as being owned by or licensed to it (collectively, the
      "Intellectual Property"). Except as set forth in the Prospectuses under
      the caption "Business --Intellectual Property," (a) to the knowledge of
      the Company and Mr. James J. Kim, there are no rights of third parties to
      any such Intellectual Property owned by the Company or any of the
      Subsidiaries; (b) to the knowledge of the Company and Mr. James J. Kim,
      there is no material infringement by third parties of any such
      Intellectual Property (other than with respect to the "Gold Gate" patent
      of the Company); (c) there is no pending or, to the knowledge of the
      Company and Mr. James J. Kim, threatened action, suit, proceeding or claim
      by others challenging the rights of the Company, any Subsidiary or AICL in
      or to any such Intellectual Property, and the Company is unaware of any
      facts which would form a reasonable basis for any such claim; (d) there is
      no pending or, to the knowledge of the Company and Mr. James J. Kim,
      threatened action, suit, proceeding or claim by others challenging the
      validity or scope of any such Intellectual Property; (e) there is no
      pending or, to the knowledge of the Company and Mr. James J. Kim,
      threatened action, suit, proceeding or claim by others that the Company,
      any Subsidiary or AICL infringes or otherwise violates any patent,
      trademark, copyright, trade secret or other proprietary rights of others;
      (f) to the knowledge of the Company and Mr. James J. Kim, there is no U.S.
      patent or published U.S. patent application which contains claims that
      dominate or may dominate any Intellectual Property described in the
      Prospectuses as being owned by or licensed to the Company, any Subsidiary
      or AICL or that interferes with the issued or pending claims of any such
      Intellectual Property; and (g) there is no prior art of which the Company
      is aware that may render any U.S. patent held by the Company, any
      Subsidiary or AICL invalid or any U.S. patent application held by the
      Company, any Subsidiary or AICL unpatentable which has not been disclosed
      to the U.S. Patent and Trademark Office. Each of the Company, the
      Subsidiaries and, to the knowledge of the Company and Mr. James J. Kim,
      AICL owns the Intellectual Property or has the rights to the Intellectual
      Property that is necessary, in the case of the Company and the
      Subsidiaries, to conduct


                                       11
<PAGE>   12
      the Company's business as described in the Prospectuses or, in the case of
      AICL, to perform its obligations under the AICL Agreements.

               (ee) Neither the Company nor any of the Subsidiaries has
      distributed nor will it distribute prior to the later of (i) the Closing
      Date, or any date on which U.S. Option Shares or U.S. Option Notes are to
      be purchased, as the case may be, and (ii) completion of the distribution
      of the U.S. Securities, any offering material in connection with the
      offering and sale of the U.S. Securities other than any Offering
      Preliminary Prospectuses, the Offering Prospectuses, the Offering
      Registration Statement and other materials, if any, permitted by the Act.

               (ff) Neither the Company nor its affiliated purchasers, as
      defined in Rule 100 of Regulation M ("Regulation M") under the Exchange
      Act, either alone or with one or more other persons, (i) has taken, either
      directly or indirectly, any action which was designed to cause or result
      in, or which has constituted, or which might reasonably be expected to
      cause or result in, stabilization or manipulation of the price of any
      security of the Company ("Subject Securities") in connection with the
      offering of the Securities or (ii) will bid for or purchase any Subject
      Securities of the Company or any other covered securities (within the
      meaning of Regulation M) relating to the Subject Securities (together with
      Subject Securities, "Covered Securities"), or attempt to induce any person
      to bid for or purchase any Covered Securities, in either case, for the
      purpose of creating actual or apparent active trading in, or raising the
      price of the Securities.

               (gg) There are no outstanding loans, advances (except normal
      advances for business expenses in the ordinary course of business) or
      guarantees of indebtedness by the Company or any of the Subsidiaries to or
      for the benefit of any of the officers or directors of the Company or any
      Subsidiary or any of the members of the families of any of them, which
      loans, advances or guarantees are required to be, and are not, disclosed
      in the Registration Statements and Prospectuses.

               (hh) There have not been, and there are not proposed, any
      transactions or agreements between the Company or any of the Subsidiaries
      on the one hand and the officers, directors or stockholders of the Company
      or any of the Subsidiaries on the other, which transactions or agreements
      are required to be, and are not, disclosed in the Registration Statements
      and Prospectuses.

               (ii) No officer or director of the Company is in breach or
      violation of any employment agreement, non-competition agreement,
      confidentiality agreement, or other agreement restricting the nature or
      scope of employment to which such officer or director is a party, other
      than such breaches or violations which would not, individually or in the
      aggregate, have a Material Adverse Effect; neither the current conduct nor
      the proposed conduct of the Company's business, as described in the
      Registration Statements and Prospectuses, will result in a breach or
      violation of any such agreement.


                                       12
<PAGE>   13
               (jj) There are no outstanding options to acquire shares of
      capital stock of the Company that are vested and exercisable, and there
      are no outstanding options to acquire shares of capital stock of the
      Company that can, by their terms, become exercisable within 180 days of
      the date hereof.

            Any certificate signed by any officer of the Company and delivered
to the U.S. Representatives or counsel for the U.S. Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each U.S.
Underwriter.

            B. Each Selling Stockholder represents and warrants to, and agrees
with, each U.S. Underwriter that:

                 (a) Such Selling Stockholder has full legal right, capacity,
      power and authority to enter into and perform this Agreement and the
      Custody Agreement (as defined below) and to sell, transfer, assign and
      deliver in the manner provided in this Agreement and the Custody Agreement
      the U.S. Shares to be sold by such Selling Stockholder hereunder.

                 (b) Such Selling Stockholder is the lawful owner of the U.S.
      Shares to be sold by such Selling Stockholder hereunder and upon sale and
      delivery of, and payment for, such U.S. Shares, as provided herein, such
      Selling Stockholder will convey good and valid title to such U.S. Shares,
      free and clear of all liens, encumbrances, equities and claims whatsoever.

                 (c) Such Selling Stockholder has not taken and will not take,
      directly or indirectly, any action designed to or which has constituted or
      which might reasonably be expected to cause or result, under the Exchange
      Act or otherwise, in stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of the U.S.
      Shares and has not effected any sales of shares of Common Stock which, if
      effected by the issuer, would be required to be disclosed in response to
      Item 701 of Regulation S-K under the Act.

                 (d) Certificates in negotiable form for such Selling
      Stockholder's U.S. Shares have been placed in custody, for delivery
      pursuant to the terms of this Agreement, under a Custody Agreement duly
      executed and delivered by such Selling Stockholder, in the form heretofore
      furnished to you (the "Custody Agreement") with ___________ of
      ___________, as Custodian (the "Custodian"); the U.S. Shares represented
      by the certificates so held in custody for each Selling Stockholder are
      subject to the interests hereunder of the U.S. Underwriters, the Company
      and the other Selling Stockholders; the arrangements for custody and
      delivery of such certificates, made by such Selling Stockholder hereunder
      and under the Custody Agreement, are not subject to termination by any
      acts of such Selling Stockholder, or by operation of law, whether by the
      death or incapacity of such Selling Stockholder or the occurrence of any
      other event; and if any such death, incapacity or any other such event
      shall occur before the delivery of such U.S.


                                       13
<PAGE>   14
      Shares hereunder, certificates for the U.S. Shares will be delivered by
      the Custodian in accordance with the terms and conditions of this
      Agreement and the Custody Agreement as if such death, incapacity or other
      event had not occurred, regardless of whether or not the Custodian shall
      have received notice of such death, incapacity or other event.

                 (e) No consent, approval, authorization or order of any court
      or governmental agency or body is required for the consummation by such
      Selling Stockholder of the transactions contemplated herein, except such
      as may have been obtained under the Act and such as may be required under
      the blue sky laws of any jurisdiction in connection with the purchase and
      distribution of the U.S. Shares by the U.S. Underwriters and such other
      approvals as have been obtained.

                 (f) Neither the sale of the U.S. Shares being sold by such
      Selling Stockholder nor the consummation of any other of the transactions
      herein contemplated by such Selling Stockholder or the fulfillment of the
      terms hereof by such Selling Stockholder will conflict with, result in a
      breach or violation of, or constitute a default under any law or the terms
      of any indenture or other agreement or instrument to which such Selling
      Stockholder is a party or bound, or any judgment, order or decree
      applicable to such Selling Stockholder of any court, regulatory body,
      administrative agency, governmental body or arbitrator having jurisdiction
      over such Selling Stockholder.

            2. Purchase and Sale. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
and the Selling Stockholders agree to sell to each U.S. Underwriter, and each
U.S. Underwriter agrees, severally and not jointly, to purchase from the Company
and the Selling Stockholders, at a purchase price of $________ per share, the
amount of the U.S. Underwritten Shares set forth opposite such U.S.
Underwriter's name in Schedule I hereto.

            (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several U.S. Underwriters to purchase, severally and not jointly,
up to 4,200,000 shares of the U.S. Option Shares at the same purchase price per
share as the U.S. Underwriters shall pay for the U.S. Underwritten Shares. Said
option may be exercised only to cover over-allotments in the sale of the U.S.
Underwritten Shares by the U.S. Underwriters. Said option may be exercised in
whole or in part at any time (but not more than once) on or before the 30th day
after the date of the Offering U.S. Prospectus upon written or telegraphic
notice by the U.S. Representatives to the Company setting forth the number of
shares of the U.S. Option Shares as to which the several U.S. Underwriters are
exercising the option and the settlement date; provided, however, that to the
extent that both the option provided for in this Section 2(b) and the option
provided for in Section 2(b) of the International Underwriting Agreement are
exercised, (i) such exercises shall occur on the same date and (ii) the
settlement dates in respect thereof shall be the same date. Delivery of the U.S.
Option Shares, and payment therefor, shall be made as provided in Section 3
hereof. The number of shares of the U.S. Option Shares to be purchased by each
U.S. Underwriter shall be the same percentage of the total number of shares of
the U.S. Option Shares to be purchased by the several U.S. Underwriters as such
U.S. Underwriter is purchasing of the


                                       14
<PAGE>   15
U.S. Underwritten Shares, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares.

            (c) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each U.S. Underwriter, and each U.S. Underwriter agrees, severally and not
jointly, to purchase from the Company, at a purchase price of ___% of the
principal amount thereof, plus accrued interest, if any, on the U.S.
Underwritten Notes from April __, 1998, to the Closing Date, the principal
amount of the U.S. Underwritten Notes set forth opposite such U.S.
Underwriter's name in Schedule I hereto.

            (d) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several U.S. Underwriters to purchase, severally and not jointly,
the U.S. Option Notes at a purchase price of _____% of the principal amount
thereof, plus accrued interest, if any, from April __, 1998, to the settlement
date for the U.S. Option Notes. Said option may be exercised only to cover
over-allotments in the sale of the U.S. Underwritten Notes by the U.S.
Underwriters. Said option may be exercised in whole or in part at any time (but
not more than once) on or before the 30th day after the date of the Offering
U.S. Prospectus upon written or telegraphic notice by the U.S. Representatives
to the Company setting forth the principal amount of U.S. Option Notes as to
which the several U.S. Underwriters are exercising the option and the settlement
date; provided, however, that to the extent that both the option provided for in
this Section 2(d) and the option provided for in Section 2(d) of the
International Underwriting Agreement are exercised, (i) such exercises shall
occur on the same date and (ii) the settlement dates in respect thereof shall be
the same date. Delivery of certificates for the U.S. Option Notes, and payment
therefor, shall be made as provided in Section 3 hereof. The principal amount of
U.S. Option Notes to be purchased by each U.S. Underwriter shall be the same
percentage of the total principal amount of U.S. Option Notes to be purchased by
the U.S. Underwriters as such U.S. Underwriter is purchasing of the U.S.
Underwritten Notes, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional principal amounts.

            3. Delivery and Payment. Delivery of and payment for the U.S.
Underwritten Shares, the U.S. Underwritten Notes, and the U.S. Option Shares (if
the option provided for in Section 2(b) hereof shall have been exercised on or
before the third Business Day prior to the Closing Date) and the U.S. Option
Notes (if the option provided for in Section 2(d) hereof shall have been
exercised on or before the third Business Day prior to the Closing Date) shall
be made at 10:00 AM, New York City time, on ___________, 1998, or at such time
on such later date not more than three Business Days after the foregoing date as
the U.S. Representatives shall designate, which date and time may be postponed
by agreement among the U.S. Representatives, the Company and the Selling
Stockholders or as provided in Section 9 hereof (such date and time of delivery
and payment for the U.S. Securities being herein called the "Closing Date").
Delivery of the U.S. Securities shall be made to the U.S. Representatives for
the respective accounts of the several U.S. Underwriters against payment by the
several U.S. Underwriters through the U.S. Representatives of (i) $_____ by wire
transfer payable in same-day funds to an account of the Korea Development Bank
specified by the Company and (ii) the balance of the respective aggregate
purchase prices of the U.S. Securities being sold by the Company and each


                                       15
<PAGE>   16
of the Selling Stockholders to or upon the order of the Company and each of the
Selling Stockholders by wire transfer payable in same-day funds to the accounts
specified by the Company and each of the Selling Stockholders or by such other
method as shall be agreed upon by the U.S. Representatives and the Company and
such Selling Stockholders. Delivery of the U.S. Securities shall be made through
the facilities of the Depository Trust Company unless the U.S. Representatives
shall otherwise instruct.

            It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the International Underwriting
Agreement.

            Each Selling Stockholder will pay all applicable state transfer
taxes, if any, involved in the transfer to the several U.S. Underwriters of the
U.S. Shares to be purchased by them from such Selling Stockholders and the
respective U.S. Underwriters will pay any additional stock transfer taxes
involved in further transfers.

            If the option provided for in Section 2(b) and/or Section 2(d)
hereof is exercised on or after the second Business Day prior to the Closing
Date, the Company will deliver (at the expense of the Company) to the U.S.
Representatives, on the date(s) specified by the U.S. Representatives (which
shall be within three Business Days after exercise of said option(s)), the U.S.
Option Shares and/or U.S. Option Notes against payment by the several U.S.
Underwriters through the U.S. Representatives of the purchase price thereof to
or upon the order of the Company by wire transfer payable in same-day funds to
an account specified by the Company or by such other method as shall be agreed
upon by the U.S. Representatives and the Company. Delivery of the U.S. Option
Shares and/or U.S. Option Notes shall be made through the facilities of the
Depository Trust Company unless the U.S. Representatives shall otherwise
instruct. If settlement for the U.S. Option Shares and/or U.S. Option Notes
occurs after the Closing Date, the Company will deliver to the U.S.
Representatives on the settlement date(s), and the obligation of the U.S.
Underwriters to purchase the U.S. Option Shares and/or U.S. Option Notes, as the
case may be, shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date(s) the opinions,
certificates and letters delivered on the Closing Date pursuant to Section 6
hereof.

            4. Offering by Underwriters. It is understood that the several U.S.
Underwriters propose to offer the U.S. Securities for sale to the public as set
forth in the Offering Prospectuses.

            5. Other Agreements.

            A. The Company agrees with the several U.S. Underwriters that:

                (a) The Company will use its best efforts to cause the Offering
      Registration Statement, if not effective at the Execution Time, and any
      amendment thereof to become effective. Prior to the termination of the
      offering of the Securities, the Company will not file any amendment of the
      Offering Registration Statement or supplement to the Offering Prospectuses
      or any Rule 462(b) Registration Statement unless the Company has furnished
      you a copy for your review prior to filing and will not


                                       16
<PAGE>   17
      file any such proposed amendment or supplement to which you reasonably
      object. Subject to the foregoing sentence, if the Offering Registration
      Statement has become or becomes effective pursuant to Rule 430A, or filing
      of the Offering Prospectuses is otherwise required under Rule 424(b), the
      Company will cause the Offering Prospectuses, properly completed, and any
      supplement thereto to be filed with the Commission pursuant to the
      applicable paragraph of Rule 424(b) within the time period prescribed and
      will provide evidence satisfactory to the U.S. Representatives of such
      timely filing. The Company will promptly advise the U.S. Representatives
      (i) when the Offering Registration Statement, if not effective at the
      Execution Time, shall have become effective, (ii) when the Offering
      Prospectuses, and any supplement thereto, shall have been filed (if
      required) with the Commission pursuant to Rule 424(b) or when any Rule
      462(b) Registration Statement shall have been filed with the Commission,
      (iii) when, prior to termination of the offering of the Securities, any
      amendment to the Offering Registration Statement shall have been filed or
      become effective, (iv) of any request by the Commission for any amendment
      of the Offering Registration Statement or any Rule 462(b) Registration
      Statement, or for any supplement to the Offering Prospectuses or for any
      additional information, (v) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Offering Registration Statement
      or the institution or threatening of any proceeding for that purpose and
      (vi) of the receipt by the Company of any notification in writing with
      respect to the suspension of the qualification of the Securities for sale
      in any jurisdiction or with respect to the initiation or threatening of
      any proceeding for such purpose. The Company will use its best efforts to
      prevent the issuance of any such stop order or the suspension of any such
      qualification and, if issued, to obtain as soon as possible the withdrawal
      thereof.

                (b) If, at any time when a prospectus relating to the Securities
      is required to be delivered under the Act, any event occurs as a result of
      which either of the Offering Prospectuses as then supplemented would
      include any untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein in the light of the
      circumstances under which they were made not misleading, or if it shall be
      necessary to amend the Offering Registration Statement or supplement
      either of the Offering Prospectuses to comply with the Act or the rules
      thereunder, the Company promptly will (i) prepare and file with the
      Commission, subject to the second sentence of paragraph (a) of this
      Section 5, an amendment or supplement which will correct such statement or
      omission or effect such compliance and (ii) supply any supplemented
      Offering Prospectuses to you in such quantities as you may reasonably
      request.

                (c) As soon as practicable, the Company will make generally
      available to its security holders and to the U.S. Representatives an
      earnings statement or statements of the Company and the Subsidiaries which
      will satisfy the provisions of Section 11(a) of the Act and Rule 158 under
      the Act.

                (d) The Company will furnish to the U.S. Representatives and
      counsel for the U.S. Underwriters, without charge, signed copies of the
      Offering Registration Statement (including exhibits thereto) and to each
      other U.S. Underwriter a copy of the


                                       17
<PAGE>   18
      Offering Registration Statement (without exhibits thereto) and, so long as
      delivery of a prospectus by a U.S. Underwriter or dealer may be required
      by the Act, as many copies of each U.S. Offering Preliminary Prospectus
      and the Offering U.S. Prospectus and any supplement thereto as the U.S.
      Representatives may reasonably request; provided, that, without limiting
      the foregoing, the Company will furnish to each U.S. Underwriter such
      number of copies of the Offering U.S. Prospectus as the U.S.
      Representatives shall request for purposes of confirming orders for the
      U.S. Securities, which copies shall be delivered to the U.S. Underwriters
      by (i) if the public offering price is determined after 12:00 noon, New
      York City time, on the date of determination of the public offering price,
      5:00 PM, New York City time, on the Business Day immediately following
      such date and (ii) if the public offering price is determined at or prior
      to 12:00 noon, New York City time, on the date of determination of the
      public offering price, 9:00 AM, New York City time, on the Business Day
      immediately following such date. The Company will pay the expenses of
      printing or other production of all documents relating to the offering.

                (e) The Company will arrange, if necessary, for the
      qualification of the Securities for sale under the laws of such
      jurisdictions as the U.S. Representatives may designate, will maintain
      such qualifications in effect so long as required for the distribution of
      the U.S. Securities and will pay any fee of the NASD, in connection with
      its review of the offering; provided, however, that the Company shall not
      be required in connection therewith, as a condition thereof, to qualify as
      a foreign corporation or to execute a general consent to service of
      process in any jurisdiction or subject itself to taxation as doing
      business in any jurisdiction.

                (f) The Company will not, for a period of 180 days following the
      Execution Time, without the prior written consent of SBI, offer, pledge,
      sell or contract to sell, or otherwise dispose of (or enter into any
      transaction which is designed to, or could be expected to, result in the
      disposition (whether by actual disposition or effective economic
      disposition due to cash settlement or otherwise) by the Company or any
      affiliate of the Company or any person in privity with the Company or any
      affiliate of the Company), directly or indirectly, or announce the
      offering of, any other shares of Common Stock or any securities or options
      convertible into, or exchangeable or exercisable for, shares of Common
      Stock (other than the Notes); provided, however, that the Company may
      grant options and may issue and sell shares of Common Stock pursuant to
      any employee stock option plan, stock ownership plan or dividend
      reinvestment plan of the Company that was approved by the Board of
      Directors of the Company prior to the Execution Time and the Company may
      issue shares of Common Stock issuable upon the conversion of securities or
      the exercise of warrants outstanding at the Execution Time.

                (g) The Company will use the net proceeds to the Company of the
      offering of the Securities as described under the heading "Use of
      Proceeds" in the Offering Prospectuses.


                                       18
<PAGE>   19
                (h) The Company will use its best efforts to have the Notes
      approved for quotation on the Nasdaq Stock Market.

                (i) The Company will use its best efforts to have Arthur
      Andersen LLP issue, on or prior to May 15, 1998 (or, to the extent such
      date is prior to the Closing Date, within _____ Business Days after the
      Closing Date), a revised audit report with respect to the combined
      financial statements of the Company contained in the Offering
      Prospectuses, which audit report shall not contain any qualification as to
      the Company's ability to continue as a going concern.

                (j) The Company confirms as of the date hereof that it is in
      compliance with all provisions of Section 1 of Laws of Florida, Chapter
      92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the
      Company further agrees that if it commences engaging in business with the
      government of Cuba or with any person or affiliate located in Cuba after
      the date the Offering Registration Statement becomes or has become
      effective with the Commission or with the Florida Department of Banking
      and Finance (the "Department"), whichever date is later, or if the
      information reported in the Offering Prospectuses, if any, concerning the
      Company's business with Cuba or with any person or affiliate located in
      Cuba changes in any material way, the Company will provide the Department
      notice of such business or change, as appropriate, in a form acceptable to
      the Department.

            B. Each Selling Stockholder agrees with the several U.S.
Underwriters that it will not during the period of 180 days following the
Execution Time, without the prior written consent of SBI or unless pursuant to
the Securities Loan Agreement, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering of, any other
shares of Common Stock beneficially owned by such person, or any securities
convertible into, or exchangeable for, shares of Common Stock other than shares
of Common Stock disposed of as bona fide gifts.

            C. Each U.S. Underwriter agrees that (i) it is not purchasing any of
the U.S. Securities for the account of anyone other than a United States or
Canadian Person, (ii) it has not offered or sold, and will not offer or sell,
directly or indirectly, any of the U.S. Securities or distribute any Offering
U.S. Prospectus to any person outside the United States or Canada, or to anyone
other than a United States or Canadian Person, and (iii) any dealer to whom it
may sell any of the U.S. Securities will represent that it is not purchasing for
the account of anyone other than a United States or Canadian Person and agree
that it will not offer or resell, directly or indirectly, any of the U.S.
Securities outside the United States or Canada, or to anyone other than a United
States or Canadian Person or to any other dealer who does not so represent and
agree; provided, however, that the foregoing shall not restrict (i) purchases
and sales between the International Underwriters on the one hand and the U.S.
Underwriters on the other hand pursuant to the Agreement Between U.S.
Underwriters and International Underwriters, (ii) stabilization transactions
contemplated under the Agreement Between U.S. Underwriters and International
Underwriters, conducted through SBI (or through the U.S. Representatives and
International Representatives) as part of the distribution of the Securities,
and (iii) sales to or through (or


                                       19
<PAGE>   20
distributions of Offering U.S. Prospectuses or Offering U.S. Preliminary
Prospectuses to) United States or Canadian Persons who are investment advisors,
or who otherwise exercise investment discretion, and who are purchasing for the
account of anyone other than a United States or Canadian Person.

            The agreement of the U.S. Underwriters set forth in the above
paragraph shall terminate upon the earlier of the following events:

            (i)  a mutual agreement of the U.S. Representatives and the
International Representatives to terminate the selling restrictions set forth
in such paragraph and in Section 5C(a) of the International Underwriting
Agreement; or

            (ii) the expiration of a period of 30 days after the Closing Date,
unless (A) the International Representatives shall have given notice to the
Company and the U.S. Representatives that the distribution of the International
Securities by the International Underwriters has not yet been completed, or (B)
the U.S. Representatives shall have given notice to the Company and the
International Underwriters that the distribution of the U.S. Securities by the
U.S. Underwriters has not yet been completed. If such notice by the U.S.
Representatives or the International Representatives is given, the agreements
set forth in such paragraph shall survive until the earlier of (1) the event
referred to in clause (i) above or (2) the expiration of an additional period of
30 days from the date of any such notice.

            6. Conditions to the Obligations of the U.S. Underwriters. The
obligations of the U.S. Underwriters to purchase (i) the U.S. Underwritten
Shares and the U.S. Underwritten Notes and (ii) the U.S. Option Shares and the
U.S. Option Notes, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholders contained herein as of the Execution Time, the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the statements
of the Company and the Selling Stockholders made in any certificates pursuant to
the provisions hereof, to the performance by the Company and the Selling
Stockholders of their respective obligations under this Agreement and to the
following additional conditions:

                 (a) If any Registration Statement has not become effective
      prior to the Execution Time, unless the U.S. Representatives agree in
      writing to a later time, such Registration Statement will become effective
      not later than (i) 6:00 PM, New York City time, on the date of
      determination of the public offering price of the Securities, if such
      determination occurred at or prior to 3:00 PM, New York City time, on such
      date or (ii) 9:30 AM, New York City time, on the Business Day following
      the day on which the public offering price of the Securities was
      determined, if such determination occurred after 3:00 PM, New York City
      time, on such date; if filing of any of the Prospectuses, or any
      supplement thereto, is required pursuant to Rule 424(b), the Prospectuses,
      and any such supplement, will be filed in the manner and within the time
      period required by Rule 424(b); and no stop order suspending the
      effectiveness of any Registration Statement


                                       20
<PAGE>   21
      shall have been issued and no proceedings for that purpose shall have been
      instituted or threatened.

                 (b) The Company shall have furnished to the U.S.
      Representatives the opinion of Wilson Sonsini Goodrich & Rosati, counsel
      for the Company, dated the Closing Date, to the effect that:

                     (i) each of the Company and the Subsidiaries chartered or
            organized under the laws of any state of the United States (the
            "U.S. Subsidiaries") has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of the
            jurisdiction in which it is chartered or organized, with full
            corporate power and authority to own its properties and conduct its
            business as described in the Prospectuses;

                    (ii) all the outstanding shares of capital stock of each
            U.S. Subsidiary have been duly and validly authorized and issued and
            are fully paid and nonassessable, and, except as otherwise set forth
            in the Prospectuses, all outstanding shares of capital stock of the
            U.S. Subsidiaries are owned by the Company, either directly or
            through wholly owned Subsidiaries, free and clear of any perfected
            security interest and, to the knowledge of such counsel, any other
            security interests, claims, liens or encumbrances;

                   (iii) the capital stock of the Company conforms as to legal
            matters in all material respects to the description thereof
            contained in the Prospectuses; the outstanding shares of Common
            Stock (including the Shares being sold hereunder by the Selling
            Stockholders) have been duly and validly authorized and issued and
            are fully paid and nonassessable; the Shares have been duly and
            validly authorized and, when issued and delivered to and paid for by
            the U.S. Underwriters pursuant to this Agreement and by the
            International Underwriters pursuant to the International
            Underwriting Agreement, will be fully paid and nonassessable; the
            Shares have been duly authorized for listing, subject to official
            notice of issuance, on the Nasdaq National Market; the certificates
            for the Shares are in valid and sufficient form; the holders of
            outstanding shares of capital stock of the Company are not entitled
            to preemptive or other rights to subscribe for the Shares under the
            Articles of Incorporation or bylaws of the Company or under the laws
            of the State of Delaware; and, to the knowledge of such counsel,
            except as set forth in the Prospectuses, no options, warrants or
            other rights to purchase, agreements or other obligations to issue,
            or rights to convert any obligations into or exchange any securities
            for, shares of capital stock of or ownership interests in the
            Company are outstanding;

                    (iv) The Indenture has been duly authorized, executed and
            delivered; the Indenture has been duly qualified under the Trust
            Indenture Act and constitutes a valid and binding obligation of the
            Company; the Notes have been duly authorized and, when executed by
            the Company and authenticated in


                                       21
<PAGE>   22
            accordance with the terms of the Indenture and paid for by the
            holders thereof, will constitute valid, binding and enforceable
            obligations of the Company entitled to the benefits provided by the
            Indenture, subject to applicable bankruptcy, insolvency and similar
            laws affecting creditors' rights generally and to general principles
            of equity; the shares of Common Stock issuable upon conversion of
            the Notes have been duly authorized for listing, subject to official
            notice of issuance, on the Nasdaq National Market; the holders of
            the outstanding shares of capital stock of the Company are not
            entitled, under the Articles of Incorporation or bylaws of the
            Company or under the laws of the State of Delaware, to any
            preemptive or other rights to subscribe for the Notes or the shares
            of Common Stock issuable upon the conversion thereof; the shares of
            Common Stock initially issuable upon conversion of the Notes have
            been duly and validly authorized and reserved for issuance upon such
            conversion and, when issued upon conversion, will be validly issued,
            fully paid and nonassessable; and the Notes and the Indenture
            conform in all material respects to the descriptions thereof
            contained in the Offering Prospectuses.

                     (v) to the knowledge of such counsel, there is no pending
            action, suit or proceeding, or any written threat thereof, by or
            before any court or governmental agency, authority or body or any
            arbitrator involving the Company or any of the Subsidiaries of a
            character required to be disclosed in any Registration Statement
            which is not adequately disclosed in the Prospectuses, and there is
            no franchise, contract or other document of a character required to
            be described in any Registration Statement or Prospectus, or to be
            filed as an exhibit, which is not described or filed as required;
            and the statements in the Prospectuses under the headings
            "Reorganization," "Description of Capital Stock," "Description of
            the Convertible Notes," "Shares Eligible for Future Sale" and
            "Certain United States Federal Tax Consequences to Non-United States
            Holders of Common Stock and Convertible Notes," insofar as such
            statements constitute a summary of legal matters referred to
            therein, fairly summarize the information called for with respect to
            such legal matters;

                    (vi) the Registration Statements have become effective under
            the Act; any required filing of the Prospectuses, and of any
            supplements thereto, pursuant to Rule 424(b) has been made in the
            manner and within the time period required by Rule 424(b); to the
            knowledge of such counsel, no stop order suspending the
            effectiveness of any Registration Statement has been issued, no
            proceedings for that purpose have been instituted or threatened and
            the Registration Statements and the Prospectuses (other than the
            financial statements and other financial and statistical information
            contained therein, as to which such counsel need express no opinion)
            comply as to form in all material respects with the applicable
            requirements of the Act and the rules thereunder; and such counsel
            has no reason to believe that on the Effective Date or at the
            Execution Time the Registration Statements contained any untrue
            statement of a material fact or omitted to state a material fact
            required to be stated therein or necessary to make


                                       22
<PAGE>   23
            the statements therein not misleading or that the Prospectuses as of
            its date and on the Closing Date included or includes any untrue
            statement of a material fact or omitted or omits to state a material
            fact necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading (in each
            case, other than the financial statements and other financial
            information contained therein, as to which such counsel need express
            no opinion);

                  (vii) each of this Agreement and the International
            Underwriting Agreement has been duly authorized, executed and
            delivered by the Company;

                  (viii) no consent, approval, authorization, filing with or
            order of any court or governmental agency or body is required in
            connection with the transactions contemplated herein or in the
            International Underwriting Agreement, except such as have been
            obtained under the Act and such as may be required under the blue
            sky laws of any jurisdiction in connection with the purchase and
            distribution of the Securities by the U.S. Underwriters and the
            International Underwriters in the manner contemplated in this
            Agreement and the International Underwriting Agreement and in the
            Offering Prospectuses and such other approvals (specified in such
            opinion) as have been obtained;

                    (ix) neither the issue and sale of the Securities nor the
            performance of the Company's obligations hereunder or under the
            International Underwriting Agreement nor the fulfillment of the
            terms hereof or thereof will conflict with, or result in a breach or
            violation of or imposition of any lien, charge or encumbrance upon
            any property or assets of the Company or any of the U.S.
            Subsidiaries pursuant to, (i) the charter or bylaws of the Company
            or any U.S. Subsidiary or (ii) any U.S., California or Delaware
            statute, law, rule, regulation, judgment, order or decree known to
            such counsel applicable to the Company or any U.S. Subsidiary of any
            U.S., California or Delaware court, governmental body, arbitrator or
            other authority having jurisdiction over the Company or any U.S.
            Subsidiary or any of their respective properties;

                  (x) no holders of securities of the Company have rights to the
            registration of such securities under the Registration Statements;

                  (xi) each of the AICL Agreements has been duly authorized,
            executed and delivered by the Company and the U.S. Subsidiaries that
            are parties thereto (the "U.S. Subsidiary Parties") and is a valid,
            binding and enforceable agreement of the Company and the U.S.
            Subsidiary Parties, subject to applicable bankruptcy, insolvency and
            similar laws affecting creditors' rights generally and to general
            principles of equity; neither the consummation of the transactions
            contemplated in any of the AICL Agreements nor the fulfillment of
            the terms thereof will conflict with, or result in a breach or
            violation of or imposition of any lien, charge or encumbrance upon
            any property or assets of the Company or any


                                       23
<PAGE>   24
            of the U.S. Subsidiary Parties pursuant to, the charter or bylaws of
            the Company or any U.S. Subsidiary Party; and

                   (xii) the Company is not and, after giving effect to the
            offering and sale of the Securities and application of the proceeds
            thereof as described in the Prospectuses under the caption "Use of
            Proceeds," will not be an "investment company" within the meaning of
            the 1940 Act.

                 In rendering such opinion, such counsel may rely (A) as to
      matters involving the application of laws of any jurisdiction other than
      the State of California, the United States or the corporate laws of the
      State of Delaware or, with respect to the opinion referred to in
      sub-paragraph (iv) above, the laws of the State of New York (to the extent
      such opinion relates to the validity and binding effect of the Indenture),
      to the extent they deem proper and specify in such opinion, upon the
      opinion of other counsel of good standing whom they believe to be reliable
      and who are satisfactory to counsel for the U.S. Underwriters and (B) as
      to matters of fact, to the extent they deem proper, on certificates of
      responsible officers of the Company and public officials. Such opinion may
      also contain customary qualifications and limitations. References to the
      Prospectuses in this paragraph (b) include any supplements thereto at the
      Closing Date.

                 (c) The Company shall have furnished to the U.S.
      Representatives the opinion of Kevin Herron, Esq., the General Counsel of
      the Company, dated the Closing Date, to the effect that:

                     (i) neither the issue and sale of the Securities nor the
            consummation of any other of the transactions contemplated herein or
            in the International Underwriting Agreement nor the fulfillment of
            the terms hereof or thereof will conflict with, or result in a
            breach or violation of or imposition of any lien, charge or
            encumbrance upon any property or assets of the Company or any of the
            U.S. Subsidiaries pursuant to, (i) the charter or bylaws of the
            Company or any U.S. Subsidiary or (ii) the terms of any indenture,
            contract, lease, mortgage, deed of trust, note agreement, loan
            agreement or other agreement known to such counsel to which the
            Company or any U.S. Subsidiary is a party or bound or to which its
            property is subject (except for such breaches or violations which
            would not, individually or in the aggregate, have a Material Adverse
            Effect) or (iii) any Pennsylvania statute, law, rule, regulation,
            judgment, order or decree applicable to the Company or any U.S.
            Subsidiary of any Pennsylvania court, governmental body, arbitrator
            or other authority having jurisdiction over the Company or any U.S.
            Subsidiary or any of their respective properties; and

                    (ii) neither the consummation of the transactions
            contemplated in any of the AICL Agreements nor the fulfillment of
            the terms thereof will conflict with, or result in a breach or
            violation of or imposition of any lien, charge or encumbrance upon
            any property or assets of the Company or any of the U.S. Subsidiary
            Parties pursuant to, (i) the charter or bylaws of the Company or any


                                       24
<PAGE>   25
            U.S. Subsidiary Party or (ii) the terms of any indenture, contract,
            lease, mortgage, deed of trust, note agreement, loan agreement or
            other agreement known to such counsel to which the Company or any
            U.S. Subsidiary Party is a party or bound or to which their
            respective property is subject (except for such breaches or
            violations which would not, individually or in the aggregate, have a
            Material Adverse Effect) or (iii) any Pennsylvania statute, law,
            rule, regulation, judgment, order or decree applicable to the
            Company or any U.S. Subsidiary Party of any Pennsylvania court,
            governmental body, arbitrator or other authority having jurisdiction
            over the Company or any U.S. Subsidiary Party or any of their
            respective properties; no consent, approval, authorization, filing
            with or order of any U.S. court or governmental agency or body is
            required in connection with the transactions contemplated in any of
            the AICL Agreements, except ______________ [LIST APPROVALS (IF ANY)
            REQUIRED], each of which has been obtained.

                 In rendering such opinion, such counsel may rely as to matters
      involving the application of laws of any jurisdiction other than the State
      of Pennsylvania, the United States or the corporate laws of the State of
      Delaware, to the extent he deems proper and specifies in such opinion,
      upon the opinion of other counsel of good standing whom he believes to be
      reliable and who are satisfactory to counsel for the U.S. Underwriters.
      Such opinion may also contain customary qualifications and limitations.

                 (d) The Company shall have furnished to the U.S.
      Representatives the opinion of Orloge, Del Costello, Bacorro, Odulco,
      Calma & Carobonell, Philippine counsel for the Company, dated the
      Closing Date, to the effect that:

                     (i) each of AAP, AAAP and AMI (the "Philippine
            Subsidiaries") has been duly incorporated and is validly existing as
            a corporation in good standing under the laws of the jurisdiction in
            which it is chartered or organized, with full corporate power and
            authority to own its properties and conduct its business, and is
            duly qualified to do business as a foreign corporation and is in
            good standing under the laws of each jurisdiction which requires
            such qualification; and

                    (ii) all the outstanding shares of capital stock of each
            Philippine Subsidiary have been duly and validly authorized and
            issued and are fully paid and nonassessable, and, except (i) such
            shares of AAP owed by AICL, which shares do not exceed 40.1% of the
            outstanding shares of AAP, (ii) such shares of each Phillipine
            Subsidiary owned by directors thereof, which shares in each case do
            not exceed 0.1 % of the outstanding shares of such Philippine
            Subsidiary, (iii) 3,446,476 shares of preferred stock of AAP, which
            shares are owned by Integrated Microelectronics, Inc., and (iv) as
            otherwise set forth in the Prospectuses, all outstanding shares of
            capital stock of the Philippine Subsidiaries are owned by the
            Company, either directly or through wholly owned Subsidiaries, free
            and clear of


                                       25
<PAGE>   26
            any perfected security interest and, to the knowledge of such
            counsel, after due inquiry, any other security interests, claims,
            liens or encumbrances.

                 In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent they deem proper, on certificates of responsible
      officers of the Company and public officials. Such opinion may also
      contain customary qualifications and limitations. References to the
      Prospectuses in this paragraph (d) include any supplements thereto at the
      Closing Date.

                 (e) The Company shall have furnished to the U.S.
      Representatives the opinion of Kim & Chang, Korean counsel for the
      Company, dated the Closing Date, to the effect that:

                     (i) AICL has been duly incorporated and is validly existing
            as a corporation in good standing under the laws of the Republic of
            Korea, with full corporate power and authority to own its properties
            and conduct its business as described in the Prospectuses;

                    (ii) each of the AICL Agreements has been duly executed and
            delivered by AICL and is a valid, binding and enforceable agreement
            of AICL, subject to applicable bankruptcy, insolvency and similar
            laws affecting creditors' rights generally and to general principles
            of equity;

                   (iii) no consent, approval, authorization, filing with or
            order of any court or governmental agency or body in the Republic of
            Korea is required in connection with the transactions contemplated
            in the AICL Agreements, except _________________, each of which has
            been obtained; and

                    (iv) neither the consummation of any of the transactions
            contemplated in the AICL Agreements nor the fulfillment of the terms
            thereof will conflict with or result in a breach or violation of the
            Articles of Incorporation of AICL or any statute, law, rule or
            regulation of any regulatory body, administrative agency,
            governmental body or other authority in the Republic of Korea having
            jurisdiction over AICL or any of its properties.

                 In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent they deem proper, on certificates of responsible
      officers of AICL and public officials. Such opinion may also contain
      customary qualifications and limitations. References to the Prospectuses
      in this paragraph (e) include any supplements thereto at the Closing Date.

                 (f) The Selling Stockholders shall have furnished to the U.S.
      Representatives the opinion of Wilson, Sonsini, Goodrich & Rosati, counsel
      for the Selling Stockholders, dated the Closing Date, to the effect that:


                                       26
<PAGE>   27
                  (i) this Agreement, the International Underwriting Agreement
            and the Custody Agreement have been duly executed and delivered by
            the Selling Stockholders and each Selling Stockholder has full legal
            right, capacity, power and authority to enter into and perform this
            Agreement, the International Underwriting Agreement and the Custody
            Agreement and to sell, transfer, assign and deliver in the manner
            provided in this Agreement, the International Underwriting Agreement
            and the Custody Agreement the Shares being sold by such Selling
            Stockholder hereunder and thereunder;

                  (ii) upon the delivery by each Selling Stockholder to the
            several U.S. Underwriters and the several International Underwriters
            of certificates for the Shares being sold hereunder and under the
            International Underwriting Agreement by such Selling Stockholder
            against payment therefor as provided herein, the U.S. Underwriters
            and the International Underwriters will have good and valid title to
            such Shares, free and clear to the knowledge of such counsel of any
            adverse claims;

                  (iii) no consent, approval, authorization or order of any
            court or governmental agency or body is required for the
            consummation by any Selling Stockholder of the transactions
            contemplated herein or in the International Underwriting Agreement,
            except such as may have been obtained under the Act and such as may
            be required under the blue sky laws of any jurisdiction in
            connection with the purchase and distribution of the Shares by the
            U.S. Underwriters and the International Underwriters and such other
            approvals (specified in such opinion) as have been obtained;

                  (iv) neither the sale of the Shares being sold by any Selling
            Stockholder nor the consummation of any other of the transactions
            contemplated herein or in the International Underwriting Agreement
            by any Selling Stockholder or the fulfillment of the terms hereof or
            thereof by any Selling Stockholder will conflict with, result in a
            breach or violation of, or constitute a default under any law or the
            charter or bylaws of such Selling Stockholder, or any judgment,
            order or decree known to such counsel to be applicable to such
            Selling Stockholder of any court, governmental body or arbitrator
            having jurisdiction over such Selling Stockholder; and

                  (v)   the Securities Loan Agreement has been duly executed
            and delivered by Mr. and Mrs. James J. Kim; Mr. and Mrs. James J.
            Kim have full legal right, capacity, power and authority to enter
            into and perform the Securities Loan Agreement and to lend,
            assign and deliver in the manner provided in the Securities Loan
            Agreement the Borrowed Shares being lent by Mr. and Mrs. James J.
            Kim thereunder; Mr. and Mrs. James J. Kim have good and valid
            title to the Borrowed Shares, free and clear to the knowledge of
            such counsel of any adverse claims; no consent, approval,
            authorization or order of any court or governmental agency or
            body is required for the consummation by Mr. and Mrs.


                                       27
<PAGE>   28
            James J. Kim of the transactions contemplated in the Securities Loan
            Agreement, except such as may have been obtained under the Act and
            such as may be required under the blue sky laws of any jurisdiction
            in connection with the borrowing and distribution of the Borrowed
            Shares by SBI and such other approvals (specified in such opinion)
            as have been obtained; and neither the lending of the Borrowed
            Shares by Mr. and Mrs. James J. Kim nor the consummation of any
            other of the transactions contemplated in the Securities Loan
            Agreement by Mr. and Mrs. James J. Kim or the fulfillment of the
            terms thereof by Mr. and Mrs. James J. Kim will conflict with,
            result in a breach or violation of, or constitute a default under
            any law or the terms of any indenture or other agreement or
            instrument known to such counsel and to which Mr. and Mrs. James J.
            Kim (or either of them) are a party or bound, or any judgment, order
            or decree known to such counsel to be applicable to Mr. and Mrs.
            James J. Kim (or either of them) of any court, governmental body or
            arbitrator having jurisdiction over either of them.

                  In rendering such opinion, such counsel may (A) rely as to
      matters involving the application of laws of any jurisdiction other than
      the State of California or Delaware or the United States, to the extent
      they deem proper and specified in such opinion, upon the opinion of other
      counsel of good standing whom they believe to be reliable and who are
      satisfactory to counsel for the U.S. Underwriters, (B) rely as to matters
      of fact, to the extent they deem proper, on certificates of the Selling
      Stockholders (including Mr. and Mrs. James J. Kim) and public officials
      and (C) with respect to the opinion in clause (ii) above, may assume each
      U.S. Underwriter and each International Underwriter takes delivery of the
      Shares without notice of any adverse claim. Such opinion may also contain
      customary qualifications and limitations.

                 (g) The U.S. Representatives shall have received from Cleary,
      Gottlieb, Steen & Hamilton, counsel for the U.S. Underwriters, such
      opinion or opinions, dated the Closing Date, with respect to the issuance
      and sale of the U.S. Securities, the Registration Statements, the
      Prospectuses (together with any supplement thereto) and other related
      matters as the U.S. Representatives may reasonably require, and the
      Company and each Selling Shareholder shall have furnished to such counsel
      such documents as they request for the purpose of enabling them to pass
      upon such matters.

                 (h) The Company shall have furnished to the U.S.
      Representatives a certificate of the Company, signed by the Chairman of
      the Board or the President and the principal financial or accounting
      officer of the Company, dated the Closing Date, to the effect that the
      signers of such certificate have carefully examined the Registration
      Statements, the Prospectuses, any supplements to the Prospectuses, this
      Agreement and the International Underwriting Agreement and that:

                     (i) the representations and warranties of the Company in
            this Agreement and the International Underwriting Agreement are true
            and correct in all material respects on and as of the Closing Date
            with the same effect as if made on the Closing Date and the Company
            has complied with all the agreements and


                                       28
<PAGE>   29
            satisfied all the conditions on its part to be performed or
            satisfied at or prior to the Closing Date;

                    (ii) no stop order suspending the effectiveness of any
            Registration Statement has been issued and no proceedings for that
            purpose have been instituted or, to the Company's knowledge,
            threatened; and

                   (iii) since the date of the most recent financial statements
            included in the Prospectuses, there has been no material adverse
            change in the condition (financial or other), prospects, earnings,
            business or properties of the Company and the Subsidiaries, taken as
            a whole, whether or not arising from transactions in the ordinary
            course of business, except as set forth in or contemplated in the
            Prospectuses.

                 (i) Each Selling Stockholder shall have furnished to the U.S.
      Representatives a certificate, signed by or on behalf of such Selling
      Stockholder, dated the Closing Date, to the effect that the signer of such
      certificate has carefully examined the Offering Registration Statement,
      the Offering Prospectuses, any supplement to the Offering Prospectuses,
      this Agreement and the International Underwriting Agreement and that the
      representations and warranties of such Selling Stockholder in this
      Agreement and the International Underwriting Agreement are true and
      correct in all material respects on and as of the Closing Date to the same
      effect as if made on the Closing Date.

                 (j) At the Execution Time and at the Closing Date, Arthur
      Andersen LLP shall have furnished to the U.S. Representatives letters,
      dated respectively as of the Execution Time and as of the Closing Date, in
      form and substance satisfactory to the U.S. Representatives, confirming
      that they are independent accountants within the meaning of the Act and
      the applicable published rules and regulations thereunder and stating in
      effect that:

                     (i) in their opinion the audited financial statements and
            financial statement schedules included in the Registration
            Statements and the Prospectuses and reported on by them comply in
            form in all material respects with the applicable accounting
            requirements of the Act and the related published rules and
            regulations;

                    (ii) on the basis of a reading of the latest unaudited
            financial statements made available by the Company and the
            Subsidiaries; carrying out certain specified procedures (but not an
            examination in accordance with generally accepted auditing
            standards) which would not necessarily reveal matters of
            significance with respect to the comments set forth in such letter;
            a reading of the minutes of the meetings of the stockholders,
            directors and the audit and compensation committees of the Company
            and the Subsidiaries; and inquiries of certain officials of the
            Company who have responsibility for financial and accounting matters
            of the Company and the Subsidiaries as to transactions and


                                       29
<PAGE>   30
            events subsequent to December 31, 1997, nothing came to their
            attention which caused them to believe that:

                              (1) with respect to the period subsequent to
                  December 31, 1997, there were any changes, at a specified date
                  not more than five business days prior to the date of the
                  letter, in the long-term debt of the Company and the
                  Subsidiaries or capital stock of the Company or decreases in
                  the total stockholders' equity of the Company or decreases in
                  working capital of the Company and the Subsidiaries as
                  compared with the amounts shown on the December 31, 1997
                  combined balance sheet included in the Registration Statements
                  and the Prospectuses, or for the period from December 31, 1997
                  to such specified date there were any decreases, as compared
                  with the corresponding period in the preceding quarter, in
                  revenues, net operating income or interest expense or in total
                  or per share amounts of net income of the Company and the
                  Subsidiaries, except in all instances for changes or decreases
                  set forth in such letter, in which case the letter shall be
                  accompanied by an explanation by the Company as to the
                  significance thereof unless said explanation is not deemed
                  necessary by the U.S.
                  Representatives;

                              (2) the information included in the Registration
                  Statements and Prospectuses in response to Item 301 (Selected
                  Financial Data), Item 302 (Supplementary Financial
                  Information) and Item 402 (Executive Compensation) of
                  Regulation S-K under the Act is not in conformity with the
                  applicable disclosure requirements of Regulation S-K; and

                   (iii) they have performed certain other specified procedures
            as a result of which they determined that certain information of an
            accounting, financial or statistical nature (which is limited to
            accounting, financial or statistical information derived from the
            general accounting records of the Company and the Subsidiaries) set
            forth in the Registration Statements and the Prospectuses, including
            the information set forth under the captions "Summary Financial
            Data" and "Selected Financial Data" in the Prospectuses, agrees with
            the accounting records of the Company and the Subsidiaries,
            excluding any questions of legal interpretation.

      References to the Prospectuses in this paragraph (j) include any
      supplement thereto at the date of the letter.

                 (k) At the Execution Time and at the Closing Date, Samil
      Accounting Corporation shall have furnished to the U.S. Representatives
      and the Company a letter or letters, dated respectively as of the
      Execution Time and as of the Closing Date, in form and substance
      satisfactory to the U.S. Representatives and the Company, confirming that
      they are independent accountants within the meaning of the standards
      established for independent certified public accountants in the Republic
      of Korea and stating in effect


                                       30
<PAGE>   31
      that they have performed certain specified procedures as a result of which
      they determined that certain information of an accounting, financial or
      statistical nature (which is limited to accounting, financial or
      statistical information derived from the general accounting records of
      AICL) set forth in the Registration Statements and the Prospectuses,
      including the information set forth under the captions "Risk Factors --
      Dependence on Relationship with AICL; Potential Conflicts of Interest" and
      "Relationship with Anam Industrial Co., Ltd." in the Prospectuses, agrees
      with the accounting records of AICL, excluding any questions of legal
      interpretation. References to the Prospectuses in this paragraph (k)
      include any supplement thereto at the date of the letter.

                 (l) Subsequent to the Execution Time or, if earlier, the dates
      as of which information is given in the Registration Statements (exclusive
      of any amendment thereof) and the Prospectuses, there shall not have been
      (i) any change or decrease specified in the letter or letters referred to
      in paragraph (j) of this Section 6 or (ii) any change, or any development
      involving a prospective change, in or affecting the business or properties
      of the Company and the Subsidiaries, taken as a whole, whether or not
      arising from transactions in the ordinary course of business, except as
      set forth in or contemplated in the Prospectuses the effect of which, in
      any case referred to in clause (i) or (ii) above, is, in the sole judgment
      of the U.S. Representatives, so material and adverse as to make it
      impractical or inadvisable to proceed with the offering or delivery of the
      U.S. Securities as contemplated by the Registration Statements (exclusive
      of any amendment thereof) and the Prospectuses.

                 (m) At the Execution Time, the Company shall have furnished to
      the U.S. Representatives and the International Representatives a letter
      substantially in the form of Exhibit A hereto from each officer, director
      and shareholder (other than the Selling Stockholders) of the Company,
      which persons are listed in Schedule III hereto, addressed to the U.S.
      Representatives and the International Representatives.

                 (n) Prior to the Closing Date, the Company shall have furnished
      to the U.S. Representatives such further information, certificates and
      documents as the U.S. Representatives may reasonably request.

                 (o) The closing of the purchase of the International Securities
      to be issued and sold by the Company pursuant to the International
      Underwriting Agreement shall occur concurrently with the closing described
      herein.

            If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the U.S. Representatives and counsel for the U.S. Underwriters,
this Agreement and all obligations of the U.S. Underwriters hereunder may be
canceled at, or at any time prior to, the Closing Date by the U.S.
Representatives. Notice of


                                       31
<PAGE>   32
such cancellation shall be given to the Company and each Selling Stockholder in
writing or by telephone or telegraph confirmed in writing.

            The documents required to be delivered by this Section 6 shall be
delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for the
U.S. Underwriters, at 1 Liberty Plaza, New York, New York, on the Closing Date.

            7. Reimbursement of U.S. Underwriters' Expenses. If the sale of the
U.S. Securities provided for herein is not consummated because any condition to
the obligations of the U.S. Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company or any Selling Stockholder to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the U.S.
Underwriters, the Company will reimburse the U.S. Underwriters severally through
SBI on demand for all reasonable out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the U.S. Securities. If the
Company is required to make any payments to the U.S. Underwriters under this
Section 7 because of any Selling Stockholder's refusal, inability or failure to
satisfy any condition to the obligations of the U.S. Underwriters set forth in
Section 6, the Selling Stockholders pro rata in proportion to the percentage of
U.S. Shares to be sold by each shall reimburse the Company on demand for all
amounts so paid.

            8. Indemnification and Contribution. (a) The Company and Mr. James
J. Kim jointly and severally agree to indemnify and hold harmless each U.S.
Underwriter (including, without limitation, SBI (the "Market Maker") in its
capacity as a market maker for the Securities and SBI (the "Independent
Underwriter") in its capacity as "qualified independent underwriter" (within the
meaning of NASD Conduct Rule 2720)), the directors, officers, employees and
agents of each U.S. Underwriter, and each person who controls any U.S.
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Offering Registration Statement or
in any amendment thereof, or in any Offering Preliminary Prospectus or in either
of the Offering Prospectuses, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and Mr. James J. Kim
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any U.S. Underwriter through the U.S. Representatives
specifically for inclusion therein. This indemnity


                                       32
<PAGE>   33
agreement will be in addition to any liability which the Company or Mr. James J.
Kim may otherwise have.

            (b) Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Offering Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act and Mr. James J. Kim, to the
same extent as the foregoing indemnity from the Company and Mr. James J. Kim to
each U.S. Underwriter, but only with reference to written information relating
to such U.S. Underwriter furnished to the Company by or on behalf of such U.S.
Underwriter through the U.S. Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any U.S. Underwriter may otherwise have.
The Company and Mr. James J. Kim acknowledge that the statements set forth in
the last paragraph of the front cover page, the last paragraph of the inside
front cover page and, under the heading "Underwriting", the paragraphs in the
Offering Registration Statement, any Offering Preliminary Prospectus and the
Offering Prospectuses and any amendment or supplement thereto constitute the
only information furnished in writing by or on behalf of the several U.S.
Underwriters for inclusion in any Offering Preliminary Prospectus or the
Offering Prospectuses and any amendment or supplement thereto.

            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall
be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ one separate counsel (and one local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate (and local) counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall


                                       33
<PAGE>   34
authorize the indemnified party in writing to employ separate (and local)
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and Mr. James J. Kim, jointly and
severally, and the U.S. Underwriters agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company, Mr. James J. Kim and one or more
of the U.S. Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company and Mr. James J. Kim on
the one hand and by the U.S. Underwriters on the other from the offering of the
U.S. Securities; provided, however, that in no case shall any U.S. Underwriter
(except as may be provided in any agreement among underwriters relating to the
offering of the U.S. Securities) be responsible for any amount in excess of the
underwriting discount or commission applicable to the U.S. Securities purchased
by such U.S. Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
Mr. James J. Kim, jointly and severally, and the U.S. Underwriters shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and Mr. James J.
Kim on the one hand and of the U.S. Underwriters on the other in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and Mr.
James J. Kim shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by them, and benefits received by
the U.S. Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the
Offering U.S. Prospectus. Benefits received by the Independent Underwriter in
its capacity as "qualified independent underwriter" shall be deemed to be equal
to the compensation received by the Independent Underwriter for acting in such
capacity. Relative fault shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
provided by the Company or Mr. James J. Kim on the one hand or by the U.S.
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company, Mr. James J. Kim and the U.S.
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls a U.S. Underwriter within the meaning of either the Act or the Exchange
Act and each


                                       34
<PAGE>   35
director, officer, employee and agent of a U.S. Underwriter shall have the same
rights to contribution as such U.S. Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Offering Registration Statement
and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

            (e) The liability of each Selling Stockholder under such Selling
Stockholder's representations and warranties contained in Section 1 hereof and
under the indemnity and contribution agreements contained in this Section 8
shall be limited to an amount equal to the initial public offering price of the
U.S. Shares sold by such Selling Stockholder to the U.S. Underwriters, less the
underwriting discounts and commissions paid thereon to the U.S. Underwriters.
The Company and the Selling Stockholders may agree, as among themselves and
without limiting the rights of the U.S. Underwriters under this Agreement, as to
the respective amounts of such liability for which they each shall be
responsible.

            (f) The Company and Mr. James J. Kim shall not have any liability
under this Section 8 with respect to any losses, claims, damages or liabilities
of a U.S. Underwriter if copies of the Offering U.S. Prospectus, as then amended
or supplemented, were furnished by the Company to the U.S. Underwriters as
required by this Agreement, and such copies of the Offering U.S. Prospectus were
not sent or given by or on behalf of such U.S. Underwriter, as required by law,
to the purchasers of the U.S. Securities and if the Offering U.S. Prospectus, as
so amended or supplemented, would have cured the defect giving rise to such
losses, claims, damages or liabilities.

            9. Default by a U.S. Underwriter. If any one or more U.S.
Underwriters shall fail to purchase and pay for any of the U.S. Shares or U.S.
Notes agreed to be purchased by such U.S. Underwriter or U.S. Underwriters
hereunder and such failure to purchase shall constitute a default in the
performance of its or their obligations under this Agreement, the remaining U.S.
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the amount of U.S. Shares or U.S. Notes, as the
case may be, set forth opposite their names in Schedule I hereto bears to the
aggregate amount of U.S. Shares or U.S. Notes, as the case may be, set forth
opposite the names of all the remaining U.S. Underwriters) the U.S. Shares or
U.S. Notes which the defaulting U.S. Underwriter or U.S. Underwriters agreed but
failed to purchase; provided, however, that in the event that (x) the aggregate
amount of U.S. Shares which the defaulting U.S. Underwriter or U.S. Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of U.S.
Shares set forth in Schedule I hereto or (y) the aggregate principal amount of
U.S. Notes which the defaulting U.S. Underwriter or U.S. Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate principal amount of U.S.
Notes set forth in Schedule I hereto, then the remaining U.S. Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any, of the U.S. Shares or U.S. Notes, as the case may be, and if such
nondefaulting U.S. Underwriters do not purchase all the U.S. Shares or U.S.
Notes, as the case may be, this Agreement will terminate without liability to
any nondefaulting U.S. Underwriter, the Selling Stockholders or the Company. In
the event of a default by any U.S. Underwriter as set forth in this Section 9,
the Closing Date shall be


                                       35
<PAGE>   36
postponed for such period, not exceeding five Business Days, as the U.S.
Representatives shall determine in order that the required changes in the
Registration Statements and the Prospectuses or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting U.S. Underwriter of its liability, if any, to the Company, the
Selling Stockholders and any nondefaulting U.S. Underwriter for damages
occasioned by its default hereunder.

            10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the U.S. Representatives, by notice given to the
Company prior to delivery of and payment for the U.S. Securities, if prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the Nasdaq National Market or trading in securities generally
on the New York Stock Exchange or the Nasdaq National Market shall have been
suspended or limited or minimum prices shall have been established on such
Exchange or National Market, (ii) a banking moratorium shall have been declared
by either Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other calamity or crisis, the effect
of which on financial markets is such as to make it, in the sole judgment of the
U.S. Representatives, impracticable or inadvisable to proceed with the offering
or delivery of the U.S. Securities as contemplated in the Offering U.S.
Prospectus.

            11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of each Selling Stockholder and of the U.S.
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
U.S. Underwriter, any Selling Stockholder or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the U.S. Securities. The provisions of
Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the
termination or cancellation of this Agreement.

            12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the U.S. Representatives, will be
mailed, delivered or telefaxed to the SBI General Counsel (fax no.: (212)
________) and confirmed to the General Counsel, care of Smith Barney Inc., at
333 West 34th Street, New York, New York 10001, Attention: General Counsel; or,
if sent to the Company, will be mailed, delivered or telefaxed to James J. Kim
(fax no.: (610) 431-9600) and confirmed to it at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380, attention of the Legal Department, with a copy to
Larry W. Sonsini (fax no.: (650) 493-6811) at Wilson Sonsini Goodrich & Rosati,
650 Page Mill Road, Palo Alto, California 94304; or, if sent to the Selling
Stockholders, will be mailed, delivered, or telefaxed to James J. Kim (fax no.:
(610) 431-9600) and confirmed to it at the address set forth in Schedule II
hereto.

            13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.


                                       36
<PAGE>   37
            14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended.

            "Borrowing Effective Date" shall mean each date and time that the
      Borrowing Registration Statement, any post-effective amendment or
      amendments thereto and any Rule 462(b) Registration Statement relating
      thereto became or shall become effective.

            "Borrowing Preliminary Prospectus" shall mean any preliminary
      prospectus with respect to the offering of the Borrowed Shares referred to
      in paragraph 1A(c) above and any preliminary prospectus included in the
      Borrowing Registration Statement at the Borrowing Effective Date
      that omits Rule 430A Information.

            "Borrowing Prospectus" shall mean the prospectus relating to the
      Borrowed Shares that is first filed pursuant to Rule 424(b) after the
      Execution Time or, if not filing pursuant to Rule 424(b) is required,
      shall mean the form of final prospectus relating to the Borrowed Shares
      included in the Borrowing Registration Statement at the Borrowing
      Effective Date.

            "Borrowing Registration Statement" shall mean the registration
      statement referred to in paragraph 1A(c) above, including exhibits and
      financial statements, as amended at the Execution Time (or, if not
      effective at the Execution Time, in the form in which it shall become
      effective) and, in the event any post-effective amendment thereto or any
      Rule 462(b) Registration Statement becomes effective at any time or from
      time to time, shall also mean such registration statement as so amended or
      such Rule 462(b) Registration Statement, as the case may be. Such term
      shall include any Rule 430A Information deemed to be included therein at
      the Borrowing Effective Date as provided by Rule 430A.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City or London.


                                       37
<PAGE>   38
            "Effective Date" shall mean each date and time that the Offering
      Registration Statement, any post-effective amendment or amendments thereto
      and any Rule 462(b) Registration Statement relating thereto became or
      shall become effective.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Material Adverse Effect" shall mean a material adverse effect on
      the condition (financial or otherwise), prospects, earnings, business or
      properties of the Company and the Subsidiaries, taken as a whole, whether
      or not arising in the ordinary course of business.

            "Offering International Preliminary Prospectus" shall have the
      meaning set forth under Offering U.S. Preliminary Prospectus".

            " Offering Preliminary Prospectus"  shall have the meaning set
      forth under "Offering U.S. Preliminary Prospectus".

            "Offering Registration Statement" shall mean the registration
      statement referred to in paragraph 1A(a) above, including the exhibits
      thereto and the financial statements included therein, as amended at the
      Execution Time (or, if not effective at the Execution Time, in the form in
      which it shall become effective) and, in the event any post-effective
      amendment thereto or any Rule 462(b) Registration Statement becomes
      effective prior to the Closing Date (as hereinafter defined), shall also
      mean such registration statement as so amended or such Rule 462(b)
      Registration Statement, as the case may be. Such term shall include any
      Rule 430A Information deemed to be included therein at the Effective Date
      as provided by Rule 430A.

            "Offering U.S. Preliminary Prospectus" and the "Offering
      International Preliminary Prospectus", respectively, shall mean any
      preliminary prospectus with respect to the offering of the U.S. Securities
      and the International Securities, as the case may be, referred to in
      paragraph 1A(a) above and any preliminary prospectus with respect to the
      offering of the U.S. Securities and the International Securities, as the
      case may be, included in the Offering Registration Statement at the
      Effective Date that omits Rule 430A Information; and the Offering U.S.
      Preliminary Prospectus and the Offering International Preliminary
      Prospectus are hereinafter collectively called the "Offering Preliminary
      Prospectuses".

            "Preliminary Prospectuses" shall mean, collectively, the Offering
      Preliminary Prospectuses and the Borrowing Preliminary Prospectus.

            "Prospectuses" shall mean, collectively, the Offering
      Prospectuses and the Borrowing Prospectus.


                                       38
<PAGE>   39
            "Registration Statements" shall mean, collectively, the Offering
      Registration Statement and the Borrowing Registration Statement.

            "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
      Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities or the Borrowed Shares, as the case may be, and the offering
      thereof permitted to be omitted from the Offering Registration Statement
      or the Borrowing Registration Statement, as the case may be, when it
      becomes effective pursuant to Rule 430A.

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the initial Registration Statement or
      the initial Borrowing Registration Statement, as the case may be.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended.

            "United States or Canadian Person" shall mean any person who is a
      national or resident of the United States or Canada, any corporation,
      partnership or other entity created or organized in or under the laws of
      the United States or Canada or of any political subdivision thereof, or
      any estate or trust the income of which is subject to United States or
      Canadian Federal income taxation, regardless of its source (other than any
      non-United States or non-Canadian branch of any United States or Canadian
      Person), and shall include any United States or Canadian branch of a
      person other than a United States or Canadian Person. "U.S." or "United
      States" shall mean the United States of America (including the states
      thereof and the District of Columbia), its territories, its possessions
      and other areas subject to its jurisdiction.


                                       39
<PAGE>   40
             If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Stockholders and the several U.S. Underwriters.

                                    Very truly yours,

                                    Amkor Technology, Inc.


                                    By: ____________________________
                                        Name:
                                        Title:



                                    James J. Kim


                                    ____________________________


                                    [Selling Stockholder]


                                    By: ____________________________
                                        Name:
                                        Title:

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Smith Barney Inc.
BancAmerica Robertson Stephens
Cowen & Company

By: Smith Barney Inc.


By:___________________________
   Name:
   Title:

For themselves and the other several U.S. Underwriters
named in Schedule I to the foregoing Agreement.


                                       40
<PAGE>   41
                                                                      SCHEDULE I


<TABLE>
<CAPTION>
                                        Number of Shares
                                            of U.S.           Principal Amount
                                          Underwritten           of U.S.
                                         Shares to Be        Underwritten Notes
U.S. Underwriter                           Purchased          to Be Purchased
----------------                        ----------------     ------------------
<S>                                     <C>                  <C>
Smith Barney Inc. ..................                         $
BancAmerica Robertson Stephens .....                         $
Cowen & Company.....................                         $
[Other U.S. Underwriters]...........                         $
                                        ----------------     ------------------

     Total..........................                         $
                                        ================     ==================
</TABLE>


                                       I-1
<PAGE>   42
                                                                     SCHEDULE II



Selling Stockholders                    Number of Shares
--------------------                    ----------------




Address
[Address for notice]


                                      II-1
<PAGE>   43
                                                                    SCHEDULE III


                  List of Officers, Directors and Shareholders
                        (other than Selling Stockholders)


                                      III-1
<PAGE>   44
                                                                       EXHIBIT A



         [LETTERHEAD OF OFFICER, DIRECTOR, STOCKHOLDER OR SHAREHOLDER OF
                             AMKOR TECHNOLOGY, INC.]


                             Amkor Technology, Inc.
              Public Offering of Common Stock and Convertible Notes


                                                           _______________, 1998

Smith Barney Inc.
BancAmerica Robertson Stephens
Cowen & Company
 as U.S. Representatives of the several U.S. Underwriters
c/o Smith Barney Inc.
333 West 34th Street
New York, New York  10001


Smith Barney Inc.
BancAmerica Robertson Stephens International Limited
Cowen International L.P.
 as International Representatives of the several International Underwriters
c/o Smith Barney Inc.
333 West 34th Street
New York, New York 10001


Ladies and Gentlemen:

            This letter is being delivered to you in connection with (i) the
proposed U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") among
Amkor Technology, Inc., a Delaware corporation (the "Company"), certain selling
stockholders of the Company and a group of U.S. Underwriters named therein and
(ii) the proposed International Underwriting Agreement (the "International
Underwriting Agreement") among the Company, certain selling stockholders of the
Company and a group of International Underwriters named therein, relating to an
underwritten public offering of Common Stock, $.001 par value (the "Common
Stock"), of the Company, and the Company's ____% Convertible Subordinated Notes
due 2003.

            In order to induce you and the other U.S. Underwriters and
International Underwriters to enter into the U.S. Underwriting Agreement and the
International Underwriting Agreement, the undersigned will not, without the
prior written consent of Smith Barney Inc.,


                                       A-1
<PAGE>   45
offer, sell, contract to sell, pledge or otherwise dispose of, or file a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, with respect to, any shares of Common Stock of
the Company or any securities convertible into or exercisable or exchangeable
for shares of Common Stock, or publicly announce an intention to effect any such
transaction, for a period of 180 days after the date of the U.S. Underwriting
Agreement and the International Underwriting Agreement, other than (i) upon the
exercise of any option or warrant, or the conversion of a security, outstanding
on the date of the U.S. Underwriting Agreement and the International
Underwriting Agreement and referred to in the Offering Prospectuses (as defined
in the U.S. Underwriting Agreement and the International Underwriting Agreement)
and (ii) shares of Common Stock disposed of as bona fide gifts approved by Smith
Barney Inc.

            If for any reason the U.S. Underwriting Agreement and the
International Underwriting Agreement shall be terminated prior to the Closing
Date (as defined in the U.S. Underwriting Agreement and the International
Underwriting Agreement), the agreement set forth above shall likewise be
terminated.

                                    Very truly yours,



                                    _______________________________________
                                    Signature


                                    _______________________________________
                                    Print Name


                                    _______________________________________
                                    Address

                                    _______________________________________


                                       A-2
