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                                                                   EXHIBIT 10.19

                       PACKAGING & TEST SERVICES AGREEMENT

                                  BY AND AMONG

                             AMKOR TECHNOLOGY, INC.

                             AMKOR ELECTRONICS, INC.

                                 C.I.L. LIMITED

                                 ANAM USA, INC.

                                       AND

                            ANAM INDUSTRIAL CO., LTD.

                                 JANUARY 1, 1998
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                                TABLE OF CONTENTS

                                                                            Page

Article I                  Purpose                                             3

Article II                 Definitions                                         4

Article III                Marketing & Sales Services                          5

Article IV                 Purchase Commitments & Forecasts                    6

Article V                  Packaging Services                                  8

Article VI                 Specifications, Quality & Reliability               8

Article VII                Electronic Data & Information Exchange              9

Article VIII               Delivery & Risk of Loss                            10

Article IX                 Pricing & Invoicing                                10

Article X                  Packaging Services Warranty                        11

Article XI                 Intellectual Property Warranty & Indemnifications  12

Article XII                Intellectual Property Ownership & Licenses         13

Article XIII               Research & Development & Technology Ownership      15

Article XIV                Liability Limitations                              15

Article XV                 Term                                               15

Article XVI                Arbitration                                        16

Article XVII               Miscellaneous                                      17


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                      PACKAGING AND TEST SERVICES AGREEMENT

         This Packaging and Test Services Agreement ("Agreement") is made and
entered into this 1st day of January 1998 ("Effective Date") by and among Amkor
Technology, Inc., a corporation organized and existing under the laws of the
state of Delaware, with offices located at 1345 Enterprise Drive, West Chester,
Pennsylvania 19380; Amkor Electronics, Inc., a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania, with offices
located at 1345 Enterprise Drive, West Chester, Pennsylvania 19380; C.I.L.
Limited, a corporation organized and existing under the laws of the Cayman
Islands, with offices located at CIBC Building, Edward Street, Grand Cayman,
Cayman Islands; Anam USA, Inc., a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania, with offices located at 1345
Enterprise Drive, West Chester, Pennsylvania 19380; and, Anam Industrial Co.,
Ltd., a corporation organized and existing under the laws of the Republic of
Korea, with offices located at 280-8 Sungsu 2-ga, Sungdong-ku, Seoul 133-120,
Korea ("Parties").

                                    RECITALS

         WHEREAS, Amkor Technology, Inc. ("ATI") is the parent corporation of,
among other legal entities, Amkor Electronics, Inc. ("Amkor") and C.I.L. Limited
("CIL"); and

         WHEREAS, Anam Industrial Co., Ltd. ("AICL"), a publicly traded Korean
company, is engaged in the business, inter alia, of performing various
semiconductor packaging and test services and desires to market said services to
the semiconductor industry through Amkor and CIL; and

         WHEREAS, Amkor and CIL are engaged in the business of marketing
subcontract packaging and test services to the semiconductor industry and desire
to purchase such services from AICL; and

         WHEREAS, Anam USA, Inc. ("Anam USA"), a wholly-owned subsidiary of
AICL, is a trading company that will establish financing arrangements for AICL,
Amkor and CIL with respect to the services and transactions contemplated
hereunder.

         NOW THEREFORE, in consideration for the mutual covenants and promises
contained herein and in reliance thereon, the Parties hereby agree as follows:

1.       ARTICLE I - PURPOSE

         The Parties hereto have enjoyed a well-established and synergistic
         business relationship whereby Amkor and CIL and their respective
         Affiliates have established numerous relationships with semiconductor
         companies to provide integrated circuit packaging and test services. A
         substantial portion of these services has been performed by AICL, who,
         in turn, has relied on Amkor and CIL for their worldwide marketing and
         sales capabilities.

         The purpose of this Agreement is to establish a long-term arrangement
         between the Parties to provide Packaging Services to the semiconductor
         industry. The Parties believe that such a long-term relationship, under
         the terms and conditions of this Agreement, is necessary to assure
         their respective long-term profitability and growth and is in their
         respective best interests.


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2.       ARTICLE II - DEFINITIONS

         2.1      "Affiliate" of a Party shall mean an entity that is controlled
                  by such Party or by an entity controlling such Party. For the
                  purposes of the foregoing, "control" means ownership, directly
                  or indirectly, of at least fifty percent (50%) of the voting
                  stock of the controlled entity.

         2.2      "Bankruptcy Event" shall mean any of the following events or
                  circumstances with respect to a Party: (i) such Party ceases
                  conducting its business in the normal course; (ii) becomes
                  insolvent or becomes unable to meet its obligations as they
                  become due; (iii) make a general assignment for the benefit of
                  its creditors; (iv) petitions, applies for, or suffers or
                  permits with or without its consent the appointment of a
                  custodian, receiver, trustee in bankruptcy or similar officer
                  for all or any substantial part of its business or assets; or
                  (v) avails itself or becomes subject to any proceeding under
                  the U.S. Bankruptcy Code or any similar state, federal or
                  foreign, including Korean, statute relating to bankruptcy,
                  insolvency, reorganization, receivership, arrangement,
                  adjustment of debts, dissolution or liquidation, which
                  proceeding is not dismissed within sixty (60) days of
                  commencement thereof.

         2.3      "Customer" shall mean a third party with whom Amkor, CIL or
                  AICL, as the case may be, enters into a contractual
                  arrangement to provide Packaging Services.

         2.4      "Die" shall mean the semiconductor wafers and/or die supplied
                  to AICL by Customers for the Packaging Services.

         2.5      "Direct Material Costs" shall mean direct material costs
                  incurred in the performance of Packaging Services .

         2.6      "Customer Contract" shall mean a contract (including the Amkor
                  or CIL Quotation) between Amkor or CIL, as the case may be,
                  and a Customer to provide Packaging Services to such Customer.

         2.7      "Intellectual Property Rights" shall mean all rights in, to,
                  or arising out of: (i) any U.S., international or foreign
                  patent or any application therefor and any and all reissues,
                  divisions, continuations, renewals, extensions and
                  continuations-in-part thereof; (ii) inventions (whether
                  patentable or not in any country), invention disclosures,
                  improvements, trade secrets, proprietary information,
                  know-how, technology and technical data; (iii) copyrights,
                  copyright registrations, mask works, mask work registrations,
                  and applications therefor in the U.S. or any foreign country,
                  and all other rights corresponding thereto throughout the
                  world; and (iv) any other proprietary rights in or to
                  Technology anywhere in the world.

         2.8      "Packaging Services" shall mean providing integrated circuit
                  assembly, packaging and test services, or related services by
                  AICL with respect to Customer Die .

         2.9      "Products" shall mean integrated circuits assembled and/or
                  tested by AICL for Amkor, CIL or their respective Customers.


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         2.10     "Qualified Facilities" shall mean any of AICL's four (4)
                  Korean factories which are qualified to perform Packaging
                  Services for Customer Products pursuant to Customer
                  requirements, specifications and other similar criteria.

         2.11     "Quotation" shall mean the written quotation provided by Amkor
                  or CIL to their Customers which contains the material terms of
                  agreement for Packaging Services.

         2.12     "Technology" shall mean all technology, however embodied,
                  including all know-how, show-how, techniques, processes,
                  specifications, recipes, mask works, design rules, trade
                  secrets, inventions (whether or not patented or patentable),
                  algorithms, routines, software, net lists, files, databases,
                  works of authorship, devices and hardware.

         2.13     "Term" shall mean the term of this Agreement as defined in
                  Section 15.1.

         2.14     "Total Device Revenue" shall mean all amounts billed to
                  Customers by Amkor or CIL for Packaging Services including 1)
                  base price, 2) material and process adders, 3) gold/silver
                  adders, 4) fast track premiums, and 5) lot charges, but
                  excluding packing/shipping materials (i.e., trays) and
                  miscellaneous charges such as tooling and non-recurring
                  engineering costs.

3.       ARTICLE III - MARKETING & SALES SERVICES

         3.1      Amkor will provide Packaging Services to Customers that
                  principally are located in the United States. CIL will provide
                  Packaging Services to Customers that principally are located
                  outside of the United States excluding the Republic of Korea
                  which will be serviced directly by AICL.

         3.2      Amkor and CIL, either directly or through their respective
                  Affiliates, will enter into Customer Contracts for Packaging
                  Services and, upon execution of same, will provide AICL with
                  the material terms and conditions thereof.

         3.3      Amkor and CIL will use commercially reasonable efforts to
                  enter into Customer Contracts so as to maximize the
                  utilization of AICL's manufacturing capacity consistent with
                  the respective interests of the Parties, their respective
                  obligations under the Agreement, and the operational and
                  business requirements of the manufacturing and packaging
                  facilities of ATI's Affiliates. In furtherance of the
                  foregoing, Amkor's and CIL's responsibilities to AICL will
                  include using reasonable commercial efforts to:

                  3.3.1    actively and diligently market Packaging Services to
                           potential and existing Customers;

                  3.3.2    provide timely Forecasts (as defined below in Section
                           4.1) to permit AICL to efficiently plan its capacity
                           requirements; and

                  3.3.3    arrange through an Affiliate of ATI, Amkor-Anam,
                           Inc., for the supply to AICL of all direct materials
                           to enable AICL to package and test products in
                           accordance with the relevant Customer Contract.


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         3.4      CIL will have the sole discretion to have Packaging Services
                  performed by any of (Subject to the purchase commitment
                  described in Article IV below, Amkor and i) the Affiliates of
                  ATI, (ii) third parties, or (iii) AICL.

4.       ARTICLE IV - PURCHASE COMMITMENTS & FORECASTS

         4.1      Amkor and CIL shall have the right of first refusal with
                  respect to substantially all of the utilization of AICL's
                  capacity subject to the terms herein. In order to facilitate
                  an orderly and equitable capacity reservation and allocation
                  process, Amkor, CIL, and AICL agree that Amkor will coordinate
                  the process for commitment and allocation of AICL's capacity
                  among the Customers based on a mutually agreed upon set of
                  rules for equitably reserving and allocating AICL's capacity
                  (the "Commitment & Allocation Policy"). Amkor, CIL and AICL
                  shall use commercially reasonable efforts to obtain each month
                  from their Customers a six-month rolling forecast of such
                  Customers' requirements ("Forecasts"). Updates to said
                  Forecasts shall be communicated to Amkor as demand changes are
                  received from the Customers.

         4.2      AICL will provide Amkor and CIL, on a monthly basis, a
                  six-month rolling capacity plan ("Capacity Plan") by package,
                  for packaging services, and by test platform, for test
                  services. AICL will further provide a weekly notification to
                  Amkor and CIL of any changes in delivery schedules or
                  equipment ratings to the Capacity Plan since the last monthly
                  report. In order to facilitate AICL's capacity planning and
                  materials procurement services, Amkor and CIL will include
                  with their Forecasts to AICL their assessment of these
                  Forecasts. AICL will use the Customers' Forecasts and Amkor's
                  and CIL's assessment of these Forecasts only as a guide of
                  anticipated requirements, and such Forecasts and judgements
                  will not constitute a commitment by either (i) AICL to Amkor
                  or CIL, or (ii) by Amkor or CIL to AICL. Such Customer
                  Forecasts will not constitute a commitment by the Customers to
                  furnish Die for packaging or testing in amounts at least equal
                  to their respective Forecasts.

         4.3      In addition to the Forecasts, Amkor, CIL and AICL will
                  annually prepare a sales projection by month and by package
                  for the upcoming fiscal year ("Annual Plan") in order to
                  facilitate AICL's longer-range capacity and space planning.
                  AICL will use the Annual Plan only as a guide to anticipated
                  requirements and such projections will not constitute a
                  commitment by either (i) AICL to Amkor or CIL, or (ii) by
                  Amkor or CIL to AICL.

         4.4      Amkor and CIL will consult with AICL prior to making
                  commitments to its Customers with respect to processing
                  specifications or cycle time. AICL will be obligated to
                  process all Die received from Amkor's and CIL's Customers in
                  accordance with the processing and cycle time specifications
                  agreed to by Amkor and CIL and their Customers and in
                  accordance with the commitments of capacity made by Amkor and
                  CIL to their Customers.

         4.5      Immediately upon receipt of each lot of Die from the Customers
                  at either AICL's bonded warehouse in Korea or Amkor's shipping
                  office in San Jose, California, AICL will provide an accurate,
                  firm ship date for the completed packaged and/or


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                  tested Products. For bulk Die receipts (i.e., Die shipments
                  from a given Customer for a given package that exceed the
                  current week's processing commitment as made by either Amkor
                  or CIL to the given Customer), AICL will immediately provide a
                  planned ship date for the quantity of Die exceeding the
                  current week's loading commitment. AICL shall commit that this
                  planned ship date will be considered a "not later than" ship
                  date by Amkor, CIL and the Customer.

         4.6      In the event that Customers of Amkor or CIL send Die that has
                  not been Forecasted or committed to AICL ("Unforecasted Die")
                  for Packaging Services, AICL will be obligated to perform the
                  requested services within the agreed upon cycle time for those
                  Customers, provided that AICL's capacity and raw materials
                  inventory, at that point in time, on the line in question is
                  sufficient to satisfy the cycle time commitments for the Die
                  already awaiting production plus the Unforecasted Die, and
                  also provided that Amkor or CIL has engaged such Customers'
                  business as evidenced by a Customer Contract.

         4.7      In the event that the volume of Customer Die awaiting
                  Packaging Services exceeds AICL's capacity or raw materials
                  inventory to process that Die within the cycle times agreed
                  upon with each Customer, Amkor shall manage AICL's capacity or
                  raw materials inventory among Amkor's, CIL's and AICL's
                  Customers in accordance with the Allocation Policy. For this
                  purpose, a packaging or test line is deemed to be "on
                  allocation" if the volume of Die in front of the line exceeds
                  one week's capacity on that line. Likewise, a particular raw
                  material component will be deemed to be "on allocation" if the
                  volume of Die requiring that particular component plus the
                  future loading commitments made that require that component
                  exceeds the current inventory plus the anticipated deliveries
                  of that component over the same time period.

   
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         4.9      Remediation for higher levels of capacity under-utilization
                  that persist for extended periods can be comprehended in the
                  quarterly contract price renegotiations between Amkor, CIL,
                  and AICL pursuant to this Agreement should all Parties agree
                  thereto. In the event that AICL adds capacity beyond the
                  levels suggested by the Customer Forecasts, Amkor's and CIL's
                  judgements of those Forecasts, and the Annual Plan, and such
                  capacity becomes unutilized, such unutilized capacity will not
                  be considered for possible remediation in the quarterly
                  contract price renegotiations between Amkor, CIL, and AICL.
                  Furthermore, in the event that persistently higher levels of
                  under-utilization of capacity result from AICL's failure to
                  procure sufficient supplies of raw materials, as suggested by
                  the Customer

   
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                  Forecasts, such under-utilized capacity will likewise not be
                  considered for possible remediation.

5.       ARTICLE V - PACKAGING SERVICES

         5.1      AICL will provide Packaging Services to Amkor and CIL, or on
                  behalf of Amkor and CIL to their respective Customers. Such
                  services will be in conformity with the obligations of Amkor
                  and CIL to their respective Customers as set forth in the
                  relevant Customer Contract and will otherwise permit Amkor and
                  CIL to fulfill their respective Customer obligations.

         5.2      In furtherance of the foregoing, AICL shall, among other
                  things, use its reasonable commercial efforts to:

                  5.2.1    maintain a coordinated tracking system capable of
                           identifying the status of Customer materials and Die
                           at any time;

                  5.2.2    participate with Amkor and CIL in compiling the
                           Annual Plan (as defined under Section 4.3) based on
                           annual demand as forecasted by Amkor and CIL and in
                           accordance with a worldwide management accounting
                           system to be prescribed by Amkor;

                  5.2.3    obtain, install and qualify required capacity
                           commensurate with demand as forecasted in the Annual
                           Plan, the six-month rolling Customer Forecasts (as
                           defined under Section 4.2) or such other level of
                           capacity as mutually agreed among Amkor, CIL and
                           AICL;

                  5.2.4    provide purchasing and custodial services for Amkor
                           and CIL regarding required direct materials and
                           tooling for Customer Contracts; and

                  5.2.5    engage in the R&D activities in cooperation with
                           Amkor, as set forth in Article XIII.

6.       ARTICLE VI - SPECIFICATIONS, QUALITY & RELIABILITY

         6.1      AICL shall manufacture and supply all Products to or on behalf
                  of Amkor and CIL in accordance with the specifications
                  provided to AICL by Amkor, CIL or their respective Customers.

         6.2      Amkor and CIL reserve the right to modify the specifications
                  as may be required by technological enhancements, cost
                  considerations, market conditions, or other similar factors.
                  Any such modifications shall be submitted to AICL who shall
                  take immediate actions to incorporate such changes in the
                  applicable Products as soon as reasonably possible.

         6.3      AICL will be responsible for meeting and maintaining quality
                  and reliability standards as reasonably specified by the
                  Customer Contracts.

         6.4      AICL will perform Packaging Services only at Qualified
                  Facilities.


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         6.5      AICL will not implement Product changes and/or changes in
                  Product materials which may directly or indirectly impact
                  compliance with the Customer's specifications, unless such
                  changes have been approved by Amkor or CIL, as the case may
                  be.

7.       ARTICLE VII - ELECTRONIC DATA & INFORMATION EXCHANGE

         7.1      For purposes of satisfying Customer requirements and
                  optimizing the flow of business communications, Amkor, CIL,
                  AICL, and Customers will work jointly to effect the electronic
                  exchange of certain data and information as described below.

                  7.1.1    AICL will provide information from its internal
                           computer systems to Amkor and CIL, as agreed to by
                           Amkor, CIL, and AICL, to support Amkor's and CIL's
                           needs to perform certain functions including, but not
                           limited to, billing, lot tracking, product costing,
                           capacity commitments, order promising, annual and
                           long range planning, material planning, material
                           procurement and control, and quality tracking and
                           reporting.

                  7.1.2    Amkor and CIL will likewise provide information from
                           their internal computer systems to AICL to support
                           AICL's needs in certain areas including, but not
                           limited to, capacity planning, material procurement
                           services, and production scheduling.

                  7.1.3    Amkor, CIL, and AICL will work jointly to establish
                           and maintain an effectively linked electronic mail
                           system, communications network, data exchange
                           network, electronic document management and control
                           system, and workflow systems.

                  7.1.4    AICL will establish and maintain a FTP (File Transfer
                           Protocol) site and capability for the purpose of
                           receiving engineering, production, and other such
                           documents electronically from Amkor's and CIL's
                           Customers, and as a means for staging data required
                           by certain Customers.

                  7.1.5    AICL will provide Amkor's and CIL's Customers with
                           reports or other information directly, from time to
                           time, as deemed necessary by Amkor and CIL, or their
                           respective Customers, and in compliance with the
                           formats, means, and definitions prescribed by such
                           Customers.

                  7.1.6    When communicating information to Amkor and CIL or
                           their Customers, AICL will utilize definitions in
                           terms, data fields, and measurements as prescribed by
                           Amkor and CIL, or by Amkor's and CIL's Customers, as
                           the case may be.

                  7.1.7    AICL will provide Amkor and CIL with any necessary
                           information or assistance in meeting any Customers'
                           information exchange requirements that may directly
                           or indirectly affect AICL.


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         7.2      Amkor, CIL, and AICL agree to notify and gain approval from
                  the other Parties should such Party desire to implement any
                  changes or upgrades to the foregoing systems and networks that
                  could potentially have an impact on the other Parties. The
                  data and information contemplated above shall be subject to
                  the confidentiality agreement pursuant to Section 17.1 hereof.

8.       ARTICLE VIII - DELIVERY & RISK OF LOSS

         8.1      Amkor and CIL shall be responsible for ensuring the delivery
                  of Customer Die or wafers to AICL. All return shipments of
                  Products by AICL shall be made in accordance with the terms
                  specified in the applicable Customer Contract.

         8.2      All Products shall be shipped in secure containers with
                  applicable labels identifying, as required, any Customer
                  specific Product numbering or lot number. Each shipment shall
                  also contain the agreed upon processing documentation such as
                  commercial invoices or bills of lading.

         8.3      AICL shall be responsible for the safe storage and handling of
                  Customer Die or wafers while in its possession. The liability
                  of AICL in regard to any damage or loss to said Die or wafers
                  while in its possession shall be determined in accordance with
                  the applicable Customer Contract, and AICL shall indemnify
                  Amkor or CIL to the extent of their liability under said
                  Contract.

9.       ARTICLE IX - PRICING & INVOICING

         9.1      Subject to any existing AICL agreements with third Partes,
                  Amkor and CIL will set independently the price at which they
                  provide Packaging Services to Customers in accordance with the
                  provisions of this Article IX.

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                   [*]
    
10.      ARTICLE X - PACKAGING SERVICES WARRANTY

         10.1     Warranty

                  AICL warrants, at a minimum, that its Packaging Services and
                  Products (excluding Customer supplied Die and wafers) shall be
                  in conformance with the specifications provided by Amkor, CIL
                  or their respective Customers and will be free from defects in
                  workmanship and materials. In addition, AICL shall adhere to
                  those warranties specified in any Customer Contracts, provided
                  that copies of said warranties were made available to AICL
                  prior to the performance of Packaging Services under such
                  Customer Contracts.

         10.2     Remedy

                  Upon breach of any of the warranties made or referred to in
                  Section 10.1 above, AICL, at the sole option of Amkor or CIL,
                  shall either rework any nonconforming Product or issue a
                  credit for the amount of the associated Packaging Services.
                  Subject to Section 10.3 and Article XIV, AICL will indemnify,
                  defend, and hold harmless Amkor and CIL against all warranty
                  claims, settlement costs or damages arising out of AICL's
                  failure to comply with

   
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                  any warranties provided by Amkor or CIL under their respective
                  Customer Contracts.

         10.3     Limitation

                  THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL
                  OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
                  WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY OR
                  FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ANY PARTY
                  BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT,
                  INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR
                  RESULTING FROM THE PERFORMANCE OF ANY OBLIGATIONS HEREUNDER.

11.      ARTICLE XI - INTELLECTUAL PROPERTY WARRANTY & INDEMNIFICATIONS
                        


   
                  [*]
    


   
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12.      ARTICLE XII - INTELLECTUAL PROPERTY OWNERSHIP AND LICENSES

         12.1     Intellectual Property Ownership

                  12.1.1   Except as set forth herein, this Agreement shall not
                           affect a Party's Intellectual Property Rights
                           existing prior to the Effective Date.

                  12.1.2   Each Party shall own all Intellectual Property Rights
                           in Technology created or invented by such Party's
                           employees, as determined in accordance with
                           principles of United States law.

                  12.1.3   Any Technology created or invented by the employees
                           of more than one Party, and all Intellectual Property
                           Rights therein, will be jointly owned by the Parties
                           that are the employers of such employees, as
                           determined in accordance with principles of United
                           States law. Such joint ownership will be without the
                           duty to account. Such Parties shall cooperate in the
                           enforcement of such jointly-owned Intellectual
                           Property Rights against third-party infringers.

         12.2     Licenses

                  12.2.1   Amkor and CIL hereby grant to AICL and its Affiliates
                           a non-exclusive, non-sublicensable, perpetual,
                           worldwide, irrevocable license under all Intellectual
                           Property Rights that Amkor, CIL or any of their
                           Affiliates now or during the Term may hold or
                           acquire, and which they are free to license to third
                           parties without payment of any kind to (i) provide
                           Packaging Services, (ii) manufacture, use, sell and
                           import Products, and (iii) perform AICL's related
                           activities. Amkor, CIL and their Affiliates shall
                           disclose promptly to AICL any Technology to which
                           AICL would reasonably desire access in connection
                           with the performance of its obligations under this
                           Agreement, the provision of Packaging Services, or
                           the operation of its Packaging Services business.

                  12.2.2   AICL, on behalf of itself and its Affiliates, hereby
                           grants to Amkor, CIL and their Affiliates a
                           non-exclusive, fully sublicensable, perpetual,
                           worldwide, irrevocable license under all Intellectual
                           Property Rights that AICL or its Affiliates now or
                           during the Term may hold or acquire, and which they
                           are free to license to third parties without payment
                           of any kind to (i) provide Packaging Services, (ii)
                           have manufactured, use, sell and import Products, and
                           (iii) otherwise conduct activities related to the
                           Packaging Services. AICL shall disclose promptly to
                           Amkor, CIL and their Affiliates any Technology to
                           which Amkor and CIL would reasonably desire access in
                           order for Amkor, CIL and their Affiliates to operate
                           their Packaging Service businesses.

         12.3     Intellectual Property Protection

                  12.3.1   The Parties shall cooperate to obtain patents,
                           copyright and mask work registrations, and other
                           intellectual property protection with respect to any
                           Technology developed by any of them related to
                           Packaging Services or resulting from any joint
                           development hereunder. In the case of


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                           jointly-owned Intellectual Property Rights, the
                           Parties shall equitably allocate the costs of
                           obtaining patent, copyright, mask work and other
                           protection for such Intellectual Property Rights
                           among themselves.

                  12.3.2   Notwithstanding the foregoing, each Party shall have
                           the right to file patent applications or copyright or
                           mask work registrations on any inventions made by, or
                           works authored by, its employees. Any patents or
                           registrations issuing from such applications shall be
                           exclusively owned by the Party that made such
                           application.

         12.4     Third Party Licenses

                  In the event that a Party intends to license Technology from a
                  third party, it will endeavor to obtain a license on equal
                  terms for any of the other Parties and their Affiliates to the
                  extent that such other Parties and Affiliates would benefit
                  from such a license.

         12.5     Enforcement of Intellectual Property

                  12.5.1   If a Party becomes aware that a third party is
                           infringing such Party's or any other Party's
                           Intellectual Property Rights, such Party shall
                           promptly notify the relevant other Parties thereof.

                  12.5.2   Where such Intellectual Property Rights are owned by
                           only one Party, such Party shall have the sole right
                           to determine whether or not to bring infringement or
                           unfair competition or related proceedings in
                           connection with any such infringement.

                  12.5.3   If such infringed Intellectual Property Rights are
                           owned by more than one Party, then within thirty (30)
                           days of receipt of such notice or otherwise becoming
                           aware of such infringement, such Parties shall
                           determine which of them, if any, shall bring an
                           infringement or unfair competition or related
                           proceedings in connection with such infringement. In
                           any event, all such parties shall cooperate in the
                           bringing of such action and, where required, join
                           such action. Any amount awarded with respect to any
                           proceeding shall be payable entirely to the Party or
                           Parties bringing such proceeding, unless otherwise
                           agreed by the Parties. Any disputes as to which Party
                           has the right to prosecute such proceeding, or as to
                           allocation of proceeds from such proceeding, shall be
                           settled by arbitration as provided in Article 16.

         12.6     Use of AICL Trademarks

                  AICL hereby grants to Amkor and CIL and their respective
                  Affiliates the right to use AICL's and Anam USA's respective
                  corporate names, trademarks and service marks ("AICL
                  Trademarks") in connection with the promotion of AICL's
                  Packaging Services and otherwise in connection with Amkor's
                  and CIL's Packaging Service operations. Amkor and CIL and
                  their respective Affiliates shall observe all instructions and
                  directions provided to them by AICL or Anam USA regarding the
                  use of the AICL Trademarks. Amkor and CIL and


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                  their respective Affiliates shall not use the AICL Trademarks
                  in a manner that detracts from the goodwill associated with
                  such AICL Trademarks.

13.      ARTICLE XIII - RESEARCH & DEVELOPMENT

         13.1     Joint R&D Committee

                  Amkor, CIL and their Affiliates and AICL shall establish a
                  committee ("R&D Committee") to coordinate their respective
                  research and development activities and any joint research and
                  development projects. Amkor and AICL shall designate two (2)
                  individuals to serve on the R&D Committee. Such R&D Committee
                  shall meet from time to time during the Term, as it shall in
                  its discretion determine.

         13.2     Coordination

                  13.2.1   Amkor, CIL and their Affiliates and AICL shall
                           collaborate in and coordinate their respective
                           research and development activities, as well as those
                           of their respective Affiliates, so as to foster the
                           development of new and improved technologies related
                           to Packaging Services.

                  13.2.2   Unless otherwise agreed or determined by the R&D
                           Committee, (i) Amkor, CIL and their Affiliates will
                           have primary responsibility for developing new and
                           advanced packaging designs and technologies; and (ii)
                           AICL and its Affiliates will have primary
                           responsibility for developing new and advanced
                           technologies for packaging and test processes,
                           methods and systems.

         13.3     Funding

                  Unless specifically agreed in writing to the contrary, Amkor,
                  CIL and their Affiliates and AICL will fund their own (and
                  their respective Affiliates') research and development
                  efforts.

14.      ARTICLE XIV - LIABILITY LIMITATIONS

         14.1     Exclusion of Damages

                  EXCEPT AS PROVIDED IN ARTICLE 11, IN NO EVENT SHALL ANY PARTY
                  BE LIABLE TO ANY OTHER PARTY HEREUNDER FOR ANY INDIRECT,
                  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
                  BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
                  LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY AGAINST
                  WHOM LIABILITY IS SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY
                  OF SUCH DAMAGE.

15.      ARTICLE XV - TERM

         15.1     The Agreement will have an initial term of five (5) years,
                  commencing on the Effective Date, and thereafter may be
                  terminated by any Party upon five (5)


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                  years' prior written notice at any time after the fifth (5th)
                  anniversary of the Effective Date.

         15.2     In addition, the Agreement will be terminable with respect to
                  a Party in the event of a material breach of such Party which
                  is not cured within thirty (30) calendar days from receipt of
                  a notice of such breach by any non-breaching Party.

         15.3     Any Party may terminate this Agreement upon one hundred eighty
                  days' written notice to the other Parties if a Bankruptcy
                  Event occurs with respect to another Party that is not an
                  Affiliate of the terminating Party.

         15.4     In the event of termination, the Parties shall mutually
                  determine the most reasonable disposition of any
                  work-in-progress and other Packaging Services so as to best
                  fulfill the requirements of the Customer Contracts.

16.      ARTICLE XVI - ARBITRATION

         16.1     Arbitration of Disputes

                  16.1.1   Any controversy, dispute or claim arising out of, in
                           connection with, or in relation to the
                           interpretation, performance or breach of this
                           Agreement, including any claim based on contract,
                           tort or statute, shall be settled, at the request of
                           any Party, by arbitration conducted in Santa Clara,
                           California, or such other location upon which the
                           Parties may mutually agree, before and in accordance
                           with the then-existing Rules of Commercial
                           Arbitration of the American Arbitration Association
                           ("AAA"), and judgment upon any award rendered by the
                           arbitrator may be entered by any state or federal
                           court having jurisdiction thereof.

                  16.1.2   The Parties hereby consent to the jurisdiction of an
                           arbitration panel and of the courts located in, and
                           venue in, Philadelphia, Pennsylvania, with respect to
                           any dispute arising under this Agreement.

                  16.1.3   Any controversy concerning whether a dispute is an
                           arbitrable dispute hereunder shall be determined by
                           one or more arbitrators selected in accordance with
                           Section 16.3.

                  16.1.4   The Parties intend that this agreement to arbitrate
                           be valid, specifically enforceable and irrevocable.

         16.2     Initiation of Arbitration

                  A Party may initiate arbitration hereunder by filing a written
                  demand for arbitration with each other Party to the dispute in
                  accordance with Section 17.10 and with the AAA. Arbitration
                  hereunder shall be conducted on a timely, expedited basis.


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         16.3     Selection of Arbitrator

                  Any arbitration shall be held before a single arbitrator, who
                  shall be selected in accordance with the procedures of the
                  AAA, and shall be a member of the Large Complex Case Panel
                  with significant intellectual property (patent and copyright)
                  law and semiconductor manufacturing experience. If the Parties
                  are unable to agree on a single arbitrator, then each of AICL
                  and Amkor shall select an arbitrator and such arbitrators
                  shall select a third arbitrator. Such arbitration shall then
                  be held before such three (3) arbitrators.

         16.4     Awards

                  The arbitrator(s) may, in its discretion award to the
                  prevailing Party in an arbitration proceeding commenced
                  hereunder, and the court shall include in its judgment for the
                  prevailing Party in any claim arising hereunder, the
                  prevailing Party's costs and expenses (including expert
                  witness expenses and reasonable attorneys' fees) of
                  investigating, preparing and presenting such arbitration claim
                  or cause of action.

17.      ARTICLE XVII - MISCELLANEOUS

         17.1     Confidentiality

                  The Parties will enter into appropriate non-disclosure
                  agreements respecting the treatment of their respective
                  confidential technical and business information and
                  confidential information disclosed to any of them by third
                  Parties. AICL acknowledges that this Agreement may be required
                  to be filed or provided as supplemental information to the
                  U.S. Securities and Exchange Commission. In the event of any
                  such filing or provision, ATI and its Affiliates agree to use
                  reasonable efforts to seek confidential treatment for portions
                  of such documents that ATI and its Affiliates conclude in
                  their discretion are appropriate subjects for such treatment.

         17.2     Audits

                  AICL will permit Customers to visit the Qualified Facilities
                  and to conduct audits of AICL in accordance with industry
                  norms and the terms and conditions specified in the Customer
                  Contracts.

         17.3     Assignability

                  AICL will not be permitted to assign, directly or indirectly,
                  any of its obligations or duties under the Agreement, without
                  the consent of the other Parties hereto. This Agreement shall
                  be binding on, and inure to the benefit of, all successors and
                  assignees of the Parties.

         17.4     Integration

                  This Agreement will supersede all contracts and agreements
                  currently existing between the Parties with respect to the
                  terms hereof. In the event of any


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                  inconsistency between this Agreement and any existing
                  agreement or contract between the Parties, the terms of this
                  Agreement shall prevail.

         17.5     Force Majeure

                  No Party shall be liable for delay in performance or failure
                  to perform, in whole or in part, due to labor dispute, strike,
                  war or act of war, insurrection, riot, civil unrest, act of
                  public enemy, fire, flood, or other acts of God, or the acts
                  of any governmental authority, or other causes beyond the
                  control of such Party. The Party experiencing such cause or
                  delay shall immediately notify the other Parties of the
                  circumstances which may prevent or significantly delay its
                  performance hereunder, and shall use its best efforts to
                  alleviate the effects of such cause or delay.

         17.6     Export Laws

                  This Agreement is subject to all applicable United States laws
                  and regulations relating to exports and to all administrative
                  acts of the U.S. Government pursuant to such laws and
                  regulations. No Party shall export or re-export, directly or
                  indirectly, any technical data or semiconductor materials in
                  violation of the aforementioned export laws.

         17.7     Survival

                  The rights and obligations of those sections which by their
                  nature survive, including, but not limited to Articles , VIII,
                  X, XI, XII, XIII and XIV of this Agreement, shall survive and
                  continue after any expiration or termination of this Agreement
                  and shall bind the Parties and their legal representatives,
                  successors and assigns.

         17.8     Entire Agreement

                  This Agreement supersedes all prior and contemporaneous
                  agreements and representations made with respect to the same
                  subject matter and contains the entire agreement between the
                  Parties with respect to the subject matter hereof and shall
                  not be modified except by an instrument in writing signed by
                  duly authorized representatives of each Party.

         17.9     Governing Law

                  This Agreement and all questions relating to its validity,
                  interpretation, and enforcement shall be governed by and
                  construed, interpreted, and enforced in accordance with the
                  laws of the State of California without regard to that state's
                  choice of laws. The UN Convention on the International Sale of
                  Goods shall not apply to this Agreement, or any transactions
                  contemplated hereby or thereby.

         17.10    Notices

                  All notices, requests, demands, waivers, and other
                  communications required or permitted hereunder shall be in
                  writing and shall be deemed to have been duly


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                  given: (i) when delivered by hand or confirmed facsimile
                  transmission; (ii) one (1) day after delivery by receipted
                  overnight delivery; or (iii) four (4) days after being mailed
                  by certified or registered mail, return receipt requested,
                  with postage prepaid to the appropriate address set forth at
                  the beginning of this Agreement or to such other person or
                  address as any Party shall furnish to the other Parties in
                  writing pursuant to the above.

         17.11    Counterparts

                  This Agreement may be executed in counterparts which taken
                  together shall constitute one and the same document.

INTENDING TO BE LEGALLY BOUND, the Parties hereto have caused this Agreement to
be executed as of the date first above written.

AMKOR TECHNOLOGY, INC.                  ANAM INDUSTRIAL CO., LTD.

By:    /s/ Frank J. Marcucci            By:     /s/ In Kil Hwang
      ---------------------------              ---------------------------
Name:    Frank J. Marcucci              Name:    In Kil Hwang
      ---------------------------              ---------------------------
Title:   CFO & Secretary                Title:   President
      ---------------------------              ---------------------------

AMKOR ELECTRONICS, INC.                 C.I.L. LIMITED

By:    /s/ Frank J. Marcucci            By:     /s/ Richard McMillan
      ---------------------------              ---------------------------
Name:    Frank J. Marcucci              Name:    Richard McMillan
      ---------------------------              ---------------------------
Title:   Executive Vice President       Title:
      ---------------------------              ---------------------------

ANAM USA, INC.

By:    /s/ Hong Taek Chung
      ---------------------------
Name:    Hong Taek Chung
      ---------------------------
Title:   President
      ---------------------------


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