
<PAGE>   1
                                                                     Exhibit 1.2


                                              CGS&H DRAFT/ International Version
                                                                         3/24/98
                             AMKOR TECHNOLOGY, INC.

                                7,000,000 Shares*
                                  Common Stock
                                ($.001 par value)
                                  $30,000,000**
                  ___% Convertible Subordinated Notes due 2003

                      International Underwriting Agreement


                                                                 London, England
                                                                  April __, 1998

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:

                  Amkor Technology, Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in Schedule I hereto (the
"International Underwriters"), for whom you (the "International
Representatives") are acting as representatives, 6,000,000 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
International Underwriters 1,000,000 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 "International Underwritten Shares").
The Company also proposes to grant to the International Underwriters an option
to purchase 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"). The Company also

--------
*        Plus an option to purchase from Amkor Technology, Inc. up to 1,050,000
         additional shares to cover over-allotments.

**       Plus an option to purchase from Amkor Technology, Inc. up to $4,500,000
         additional principal amount of its ___% Convertible Subordinated Notes
         due 2003 to cover over-allotments.
<PAGE>   2
proposes to sell to certain of the International Underwriters $30,000,000
principal amount of its ___% Convertible Subordinated Notes due 2003 (the
"International 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 International Underwriters an option to purchase 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").
The International Notes are convertible into shares of Common Stock.

                  It is understood that the Company and the Selling Stockholders
are concurrently entering into a U.S. Underwriting Agreement dated the date
hereof (the "U.S. Underwriting Agreement") providing for (i) the sale by the
Company and the Selling Stockholders of an aggregate of 28,000,000 shares of
Common Stock (said shares to be sold by the Company and the Selling Stockholders
pursuant to the U.S. Underwriting Agreement being hereinafter called the "U.S.
Underwritten Shares"), and providing for the grant to the underwriters named in
Schedule I thereto (the "U.S. Underwriters") of an option to purchase from the
Company 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"; and the U.S. Shares, together with
the International Shares, being hereinafter called the "Shares") and (ii) the
sale by the Company of $120,000,000 principal amount of its ___% Convertible
Subordinated Notes due 2003 (the "U.S. Underwritten Notes"), and providing for
the grant to certain U.S. Underwriters of an option to purchase from the Company
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"; and the U.S. Notes, together with the
International 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 International Underwriters listed on Schedule I other than you, the
term International Representatives as used herein shall mean you, as
International Underwriters, and the terms International Representatives and
International 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


                                       2
<PAGE>   3
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 International 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 International
         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 International
         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 International Securities, which are
         to be offered and sold to persons other than United States and Canadian
         Persons, and one form of prospectus relating to the U.S. Securities,
         which are to be offered and sold to 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
         headings "Underwriting" and the outside back cover page. Such form of
         prospectus relating to the U.S. Securities as first filed pursuant to


                                       3
<PAGE>   4
         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, 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 International
         Option Shares or the International 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
         International Underwriter through the International 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


                                       4
<PAGE>   5
         in the Borrowing Registration Statement and the Borrowing Prospectus.
         As filed, such 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
         International 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 International Underwriter through the International
         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).


                                       5
<PAGE>   6
                         (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 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 International Shares being sold hereunder have been
         duly and validly authorized, and, when issued and delivered to and paid
         for by the International Underwriters pursuant to this Agreement, will
         be fully paid and nonassessable; the International Shares have been
         duly authorized for listing, subject to official notice of issuance, on
         the Nasdaq National Market; the certificates for the International
         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 International 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 International Notes have been duly authorized by the Company and,
         when authenticated by the Trustee in accordance with the terms of the
         Indenture and


                                       6
<PAGE>   7
         delivered to and paid for by the International 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
         Indenture; the shares of Common Stock issuable upon conversion of the
         International 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
         International Notes or the shares of Common Stock issuable upon the
         conversion thereof; the shares of Common Stock initially issuable upon
         conversion of the International 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 International 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 International 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 International Securities by the International
         Underwriters in the manner contemplated herein and in the Prospectuses.

                         (n) Neither the issue and sale of the International
         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.


                                       7
<PAGE>   8
                         (o) No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statements.

                         (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 November 1, 1997 and the Foundry Services Agreement dated 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 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


                                       8
<PAGE>   9
         performance of any of the AICL Agreements or the consummation of the
         transactions contemplated thereby.

                         (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 International 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


                                       9
<PAGE>   10
         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 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


                                       10
<PAGE>   11
         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 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.


                                       11
<PAGE>   12
         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 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 International Option Shares or
         International Option Notes are to be purchased, as the case may be, and
         (ii) completion of the distribution of the International Securities,
         any offering material in connection with the offering and sale of the
         International 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


                                       12
<PAGE>   13
         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.

                        (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 International Representatives or counsel for the International
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 International Underwriter.

                  B. Each Selling Stockholder represents and warrants to, and
agrees with, each International 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 International Shares to be sold by such Selling
         Stockholder hereunder.

                         (b) Such Selling Stockholder is the lawful owner of the
         International Shares to be sold by such Selling Stockholder hereunder
         and upon sale and delivery of, and payment for, such International
         Shares, as provided herein, such Selling Stockholder will convey good
         and valid title to such International 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 International 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 International 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
         International Shares represented by the certificates so held in custody
         for each Selling Stockholder are subject to the interests hereunder of
         the International 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,


                                       13
<PAGE>   14
         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 International
         Shares hereunder, certificates for the International 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 International Shares by the
         International Underwriters and such other approvals as have been
         obtained.

                         (f) Neither the sale of the International 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 International
Underwriter, and each International 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 International
Underwritten Shares set forth opposite such International 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 International Underwriters to purchase, severally and
not jointly, up to 1,050,000 shares of the International Option Shares at the
same purchase price per share as the International Underwriters shall pay for
the International Underwritten Shares. Said option may be exercised only to
cover over-allotments in the sale of the International Underwritten Shares by
the International 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 International Prospectus upon written or telegraphic notice by the
International Representatives to the Company setting forth the number of shares
of the International Option Shares as to which the several International
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 U.S. 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


                                       14
<PAGE>   15
the International Option Shares, and payment therefor, shall be made as provided
in Section 3 hereof. The number of shares of the International Option Shares to
be purchased by each International Underwriter shall be the same percentage of
the total number of shares of the International Option Shares to be purchased by
the several International Underwriters as such International Underwriter is
purchasing of the International 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 International Underwriter, and each International 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
International Underwritten Notes from April ___, 1998, to the Closing Date, the
principal amount of the International Underwritten Notes set forth opposite such
International 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 International Underwriters to purchase, severally and
not jointly, the International 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 International Option Notes. Said option may be
exercised only to cover over-allotments in the sale of the International
Underwritten Notes by the International 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 International Prospectus upon
written or telegraphic notice by the International Representatives to the
Company setting forth the principal amount of International Option Notes as to
which the several International 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) hereof and the option provided for in Section
2(d) of the U.S. 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 International Option Notes, and
payment therefor, shall be made as provided in Section 3 hereof. The principal
amount of International Option Notes to be purchased by each International
Underwriter shall be the same percentage of the total principal amount of
International Option Notes to be purchased by the International Underwriters as
such International Underwriter is purchasing of the International 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
International Underwritten Shares, the International Underwritten Notes, the
International 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 International 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 International Representatives
shall designate, which date and time may be postponed


                                       15
<PAGE>   16
by agreement among the International Representatives, the Company and the
Selling Stockholders or as provided in Section 9 hereof (such date and time of
delivery and payment for the International Securities being herein called the
"Closing Date"). Delivery of the International Securities shall be made to the
International Representatives for the respective accounts of the several
International Underwriters against payment by the several International
Underwriters through the International 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 International Securities being sold by the Company and
each 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 International Representatives
and the Company and such Selling Stockholders. Delivery of the International
Securities shall be made through the facilities of the Depository Trust Company
unless the International Representatives shall otherwise instruct.

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

                  Each Selling Stockholder will pay all applicable state
transfer taxes, if any, involved in the transfer to the several International
Underwriters of the International Shares to be purchased by them from such
Selling Stockholders and the respective International 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
International Representatives, on the date(s) specified by the International
Representatives (which shall be within three Business Days after exercise of
said option(s)), the International Option Shares and/or International Option
Notes against payment by the several International Underwriters through the
International 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
International Representatives and the Company. Delivery of the International
Option Shares and/or International Option Notes shall be made through the
facilities of the Depositary Trust Company unless the International
Representatives shall otherwise instruct. If settlement for the International
Option Shares and/or International Option Notes occurs after the Closing Date,
the Company will deliver to the International Representatives on the settlement
date(s), and the obligation of the International Underwriters to purchase the
International Option Shares and/or International 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
International Underwriters propose to offer the International Securities for
sale to the public as set forth in the Offering Prospectuses.


                                       16
<PAGE>   17
                  5.     Other Agreements.

                  A. The Company agrees with the several International
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 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 International Representatives of such timely
         filing. The Company will promptly advise the International
         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


                                       17
<PAGE>   18
         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 International
         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 International
         Representatives and counsel for the International Underwriters, without
         charge, signed copies of the Registration Statement (including exhibits
         thereto) and to each other International Underwriter a copy of the
         Offering Registration Statement (without exhibits thereto) and, so long
         as delivery of a prospectus by an International Underwriter or dealer
         may be required by the Act, as many copies of each Offering
         International Preliminary Prospectus and the Offering International
         Prospectus and any supplement thereto as the International
         Representatives may reasonably request. 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 International Representatives may designate, will
         maintain such qualifications in effect so long as required for the
         distribution of the International 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.


                                       18
<PAGE>   19
                         (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.

                         (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
International 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.(a) Each International Underwriter agrees that (i) it is not
         purchasing any of the International Securities for the account of any
         United States or Canadian Person, (ii) it has not offered or sold, and
         will not offer or sell, directly or indirectly, any of the
         International Securities or distribute any Offering International
         Prospectus to any person in the United States or Canada, or to a United
         States or Canadian Person, and (iii) any dealer to whom it may sell any
         of the International Securities will represent that it is not
         purchasing for the account of any United States or Canadian Person and
         agree that it will not offer or resell, directly or indirectly, any of
         the International Securities in the United States or Canada, or to 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


                                       19
<PAGE>   20
         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 International
         Underwriters and U.S. Underwriters, conducted through SBI (or through
         the International Representatives and U.S. Representatives) as part of
         the distribution of the Securities, and (iii) sales to or through (or
         distributions of Offering International Prospectuses or Offering
         International Preliminary Prospectuses to) persons not United States or
         Canadian Persons who are investment advisors, or who otherwise exercise
         investment discretion, and who are purchasing for the account of any
         United States or Canadian Person.

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

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

                         (b) Each International Underwriter severally represents
and agrees that:

                           (i) it has not offered or sold and, prior to the
                  expiration of six months from the closing of the offering of
                  the International Securities, will not offer or sell any
                  International Securities in the United Kingdom other than to
                  persons whose ordinary activities involve them in acquiring,
                  holding, managing or disposing of investments (whether as
                  principal or agent) for the purposes of their businesses or
                  otherwise in circumstances which have not resulted and will
                  not result in an offer to the public within the meaning of the
                  U.K. Public Offers of Securities Regulations 1995;

                           (ii) it has complied and will comply with all
                  applicable provisions of the U.K. Financial Services Act 1986
                  with respect to anything done by it in relation to the
                  International Securities in, from or otherwise involving the
                  United Kingdom; and

                           (iii) it has only issued or passed on and will only
                  issue or pass on in the United Kingdom any document received
                  by it in connection with the issue of the


                                       20
<PAGE>   21
                  International Securities to a person who is of a kind
                  described in Article 11(3) of the U.K. Financial Services Act
                  1986 (Investment Advertisements) (Exemptions) Order 1996 or is
                  a person to whom such document may otherwise lawfully be
                  issued or passed on.

                  6. Conditions to the Obligations of the International
Underwriters. The obligations of the International Underwriters to purchase (i)
the International Underwritten Shares and the International Underwritten Notes
and (ii) the International Option Shares and the International 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 International
         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 shall have been issued and no proceedings for that purpose
         shall have been instituted or threatened.

                         (b) The Company shall have furnished to the
         International 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



                                       21
<PAGE>   22
                  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 International Underwriters pursuant to this Agreement and
                  by the U.S. Underwriters pursuant to the U.S. 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 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.


                                       22
<PAGE>   23
                                 (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 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 U.S.
                  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 U.S. 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
                  International Underwriters and the U.S. Underwriters in the
                  manner contemplated in this Agreement and the U.S.
                  Underwriting Agreement


                                       23
<PAGE>   24
                  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 U.S. 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
                  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 International
         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


                                       24
<PAGE>   25
         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
         International 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 U.S. 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 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


                                       25
<PAGE>   26
         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 International Underwriters. Such opinion may also
         contain customary qualifications and limitations.

                         (d) The Company shall have furnished to the
         International 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 owned 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 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
         International 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,


                                       26
<PAGE>   27
                  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 International Representatives the opinion of Wilson, Sonsini,
         Goodrich & Rosati, counsel for the Selling Stockholders, dated the
         Closing Date, to the effect that:

                           (i) this Agreement, the U.S. 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 U.S.
                  Underwriting Agreement and the Custody Agreement and to sell,
                  transfer, assign and deliver in the manner provided in this
                  Agreement, the U.S. 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 International Underwriters and the several U.S.
                  Underwriters of certificates for the Shares being sold
                  hereunder and under the U.S. Underwriting Agreement by such
                  Selling Stockholder against payment therefor as provided
                  herein, the International Underwriters and the U.S.
                  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 U.S. 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


                                       27
<PAGE>   28
                  purchase and distribution of the Shares by the International
                  Underwriters and the U.S. 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 U.S. 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. 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 International
         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


                                       28
<PAGE>   29
         respect to the opinion in clause (ii) above, may assume each
         International Underwriter and each U.S. Underwriter takes delivery of
         the Shares without notice of any adverse claim. Such opinion may also
         contain customary qualifications and limitations.

                         (g) The International Representatives shall have
         received from Cleary, Gottlieb, Steen & Hamilton, counsel for the
         International Underwriters, such opinion or opinions, dated the Closing
         Date, with respect to the issuance and sale of the International
         Securities, the Registration Statements, the Prospectuses (together
         with any supplement thereto) and other related matters as the
         International 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
         International 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 U.S. Underwriting Agreement and
         that:

                           (i) the representations and warranties of the Company
                  in this Agreement and the U.S. 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 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 International 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 U.S. Underwriting
         Agreement and that the representations and warranties of such Selling
         Stockholder in this Agreement and the


                                       29
<PAGE>   30
         U.S. 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 International
         Representatives letters, dated respectively as of the Execution Time
         and as of the Closing Date, in form and substance satisfactory to the
         International 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 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 International
                           Representatives;


                                       30
<PAGE>   31
                                           (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 International
         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 International 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 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 International Representatives, so material and adverse as to


                                       31
<PAGE>   32
         make it impractical or inadvisable to proceed with the offering or
         delivery of the International 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 International Representatives and the U.S.
         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 International Representatives and the U.S.
         Representatives.

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

                         (o) The closing of the purchase of the U.S. Securities
         to be issued and sold by the Company pursuant to the U.S. 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 International Representatives and
counsel for the International Underwriters, this Agreement and all obligations
of the International Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the International Representatives. Notice of 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 International Underwriters, at 1 Liberty Plaza, New York, New York, on the
Closing Date.

                  7. Reimbursement of International Underwriters' Expenses. If
the sale of the International Securities provided for herein is not consummated
because any condition to the obligations of the International 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 International Underwriters, the Company will reimburse the
International 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 International Securities. If the Company is required to make any
payments to the International Underwriters under this Section 7 because of any
Selling Stockholder's refusal, inability or failure to satisfy any condition to
the obligations of the International Underwriters set forth in Section 6, the
Selling Stockholders pro rata in proportion to the percentage of International
Shares to be sold by each shall reimburse the Company on demand for all amounts
so paid.


                                       32
<PAGE>   33
                  8. Indemnification and Contribution. (a) The Company and Mr.
James J. Kim jointly and severally agree to indemnify and hold harmless each
International 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 International Underwriter, and each person who controls any
International 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 International
Underwriter through the International Representatives specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company or Mr. James J. Kim may otherwise have.

                  (b) Each International 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 International Underwriter, but only with
reference to written information relating to such International Underwriter
furnished to the Company by or on behalf of such International Underwriter
through the International 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 International 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 International 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


                                       33
<PAGE>   34
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 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 International 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 International 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 International Underwriters on the other
from the offering of the International Securities; provided, however, that in no
case shall any International Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the International
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the International Securities purchased by such
International Underwriter hereunder.


                                       34
<PAGE>   35
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
International 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 International
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 International 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 International
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
International 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
International 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 an International Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an
International Underwriter shall have the same rights to contribution as such
International 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 International Shares sold by such Selling Stockholder to the
International Underwriters, less the underwriting discounts and commissions paid
thereon to the International Underwriters. The Company and the Selling
Stockholders may agree, as among themselves and without limiting the rights of
the International 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 an International Underwriter if copies of the Offering
International Prospectus, as then amended or supplemented,


                                       35
<PAGE>   36
were furnished by the Company to the International Underwriters as required by
this Agreement, and such copies of the Offering International Prospectus were
not sent or given by or on behalf of such International Underwriter, as required
by law, to the purchasers of the International Securities and if the Offering
International Prospectus, as so amended or supplemented, would have cured the
defect giving rise to such losses, claims, damages or liabilities.

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

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the International Representatives, by
notice given to the Company prior to delivery of and payment for the
International 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


                                       36
<PAGE>   37
calamity or crisis, the effect of which on financial markets is such as to
make it, in the sole judgment of the International Representatives,
impracticable or inadvisable to proceed with the offering or delivery of the
International Securities as contemplated in the Offering International
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 International
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
International 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 International 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 International
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., 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.

                  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.


                                       37
<PAGE>   38
                  "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 no 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.

                  "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".


                                       38
<PAGE>   39
                  "Offering Preliminary Prospectuses" 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, 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.

                  "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 Offering 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.


                                       39
<PAGE>   40
                  "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.


                                       40
<PAGE>   41
                   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 International
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 International Limited
Cowen International L.P.

By:  Smith Barney Inc.


By:___________________________
   Name:
   Title:

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


                                       41
<PAGE>   42
                                                                      SCHEDULE I



<TABLE>
<CAPTION>
                                                                             Number of Shares of            Principal Amount of
                                                                          International Underwritten    International Underwritten
International Underwriter                                                   Shares to Be Purchased         Notes to Be Purchased
-------------------------                                                 --------------------------    --------------------------
<S>                                                                       <C>                           <C>
Smith Barney Inc.......................................................                                    $
BancAmerica Robertson Stephens International Limited...................                                    $
Cowen International L.P................................................                                    $
[Other International Underwriters].....................................                                    $
                                                                         ------------------------          -----------------------
     Total.............................................................                                    $
                                                                         ========================          =======================
</TABLE>


                                      1-1
<PAGE>   43
                                                                     SCHEDULE II



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

Address
[Address for notice]


                                      A-1
<PAGE>   44

                                                                    SCHEDULE III

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


                                     III-1
<PAGE>   45
                                                                       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>   46
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


