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                                                                   EXHIBIT 10.3


                  AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT


         M&L International Group, LLC, M&L Hong Kong, Ltd. and Amerex (USA)
Inc. (collectively, "Buyer") and M&L International, Inc. and M&L International
(H.K.) Limited, (collectively, "Seller") agree to the following amendments to
the Asset Purchase Agreement dated February 5, 1999 (the "Asset Purchase
Agreement").

         Section 8.3 of Asset Purchase Agreement is hereby amended in its
entirety by deleting the entire text thereof and substituting therefore the
following:

                  Section 8.3       Collection of Sellers' Accounts Receivable.

                           (a)      After the Closing and during the
                  "Collection Period" (as defined below), Buyer hereby agrees
                  to collect Sellers' accounts receivable existing as of the
                  close of business on the day prior to the Closing Date
                  ("Sellers' Receivables") and Sellers hereby appoint Buyer as
                  their agent for the purpose of collecting Sellers'
                  Receivables. Sellers shall deliver to Buyer the Books and
                  Records pertaining to Sellers' Receivables for Buyer's use in
                  collecting Sellers' Receivables as agent for Sellers. Buyer
                  shall use its best efforts to effectuate collection of
                  Sellers' Receivables. All collections of Sellers' Receivables
                  shall be remitted to the lock box at Chase Manhattan Bank (
                  Acct. No. 91027555429) (the "Lock Box") previously maintained
                  by Sellers prior to the Closing. Buyer shall not direct the
                  payment of any of Sellers' Receivables to any address other
                  than the Lock Box. Buyer shall not settle or compromise any
                  of Sellers' Receivables without Sellers' prior written
                  approval. Except for paying to Sellers the proceeds collected
                  in respect of Sellers' Receivables, and except for Buyer's
                  wilful misconduct or gross negligence, Buyer shall have no
                  liability to Sellers whatsoever in connection with the
                  collection of Sellers' Receivables.

                           (b)      As compensation for its services as
                  collection agent of Sellers' Receivables pursuant to this
                  Section 8.3, Buyer shall be paid a fee equal to one and
                  one-quarter percent (1-1/4%) of Sellers' Receivables
                  collected by Buyer (the "Collection



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                  Fee"). Buyer shall pay to Sellers each week any proceeds
                  collected by Buyer in respect of Sellers' Receivable and also
                  remit to Sellers on a weekly basis a statement and accounting
                  of the amounts collected with respect to Sellers' Receivables
                  and, the Collection Fee applicable to such receivables.
                  Sellers shall remit payment to Buyer for the Collection Fee
                  within 15 days of its receipt of such statement. Buyer and
                  Sellers shall cooperate in good faith to reconcile payments
                  against Receivables and to prepare weekly reconciliations.

                           (c)      The "Collection Period" shall mean the
                  period commencing immediately after the Closing and ending on
                  the earlier of (i) four (4) months after the Closing Date or
                  (ii) the date on which uncollected Sellers' Receivable are
                  equal to $250,000 or less or (iii) such earlier date as is
                  designated by Sellers in writing. After the Collection
                  Period, Sellers may effect collection of any Sellers'
                  Receivables remaining unpaid, provided Sellers effect such
                  collections in a manner consistent with Buyer's collection
                  practices and, provided further, that Sellers shall take no
                  action with respect to such collections that materially
                  adversely affect Buyers' relationship with any customer,
                  provided however that nothing contained herein shall preclude
                  Sellers from taking customary collection activities
                  (including litigation) to collect its accounts receivable.
                  After the Collection Period, Buyer shall transfer to Sellers
                  the Books and Records pertaining to uncollected Sellers'
                  Receivables and Sellers shall have reasonable telephone
                  access to Buyer's employees at reasonable times during
                  business hours for the purpose of inquiring about the status
                  and results of collection efforts by Buyer during the
                  Collection Period.

                           (d)      Buyers shall preserve records of their
                  collection activities during the Collection Period, including
                  copies of payment or remittance documents and records
                  regarding application of payments to Sellers' invoices. If
                  the customer designates payment of a specific invoice, then
                  remittances will be applied as instructed. In the event a
                  customer does not designate a specific invoice for payment,
                  Sellers and Buyer agree to 



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                  cooperate in good faith in order to determine which invoice
                  the customer was paying and the proper application of funds.



M&L HONG KONG, LTD.                          M&L INTERNATIONAL, INC.



By: /s/ Fred R. Shvetz                       By: /s/ Peter Vandenberg,Jr.
    ------------------------------               ------------------------------
    Fred R. Shvetz                               Peter Vandenberg, Jr.
    Chairman                                     Vice President


M&L INTERNATIONAL GROUP, LLC                 M&L INTERNATIONAL (H.K) LIMITED



By: /s/ Fred R. Shvetz                       By: /s/ Peter Vandenberg,Jr.
    ------------------------------               ------------------------------
    Fred R. Shvetz                               Peter Vandenberg, Jr.
    Chairman                                     Attorney-in-Fact


AMEREX (USA) INC.



By: /s/ Fred R. Shvetz
    ------------------------------
    Fred R. Shvetz
    Chairman



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