<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-503728
<TYPE>8-K
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<PERIOD>20011119
<ITEMS>5
<ITEMS>7
<FILING-DATE>20011130
<FILER>
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<CONFORMED-NAME>EMACHINES INC /DE/
<CIK>0001090710
<ASSIGNED-SIC>5045
<IRS-NUMBER>943311182
<STATE-OF-INCORPORATION>DE
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-29715
<FILM-NUMBER>1803804
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<BUSINESS-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
</BUSINESS-ADDRESS>
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<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
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<ZIP>92606
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>EMACHINES, INC. FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                November 19, 2001
--------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                                 EMACHINES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


       000-29715                                         94-3311182
--------------------------------------------------------------------------------
 Commission File Number)                      (IRS employer identification no.)


                          14350 Myford Road, Suite 100
                            Irvine, California 92606
--------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)

                                 (714) 481-2828
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>

Item 5. Other Events.

     On November 20, 2001, EM Holdings, Inc. ("EM Holdings") and eMachines, Inc.
("eMachines") issued a press release announcing that they had signed an
Agreement and Plan of Merger, dated as of November 19, 2001, as amended and
restated November 26, 2001 (the "Merger Agreement"), by and among EM Holdings,
Empire Acquisition Corp., a wholly-owned subsidiary of EM Holdings
("Purchaser"), and eMachines. EM Holdings is wholly owned by Mr. Lap Shun Hui, a
director of eMachines. The Merger Agreement is filed as Exhibit 2.1 hereto and
is incorporated herein by reference. The press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.

     Under the terms of the Merger Agreement, Purchaser will commence a tender
offer (the "Offer") to purchase all the outstanding shares of common stock, par
value $0.0000125 per share, of eMachines (the "eMachines Common Stock"), for
$1.06 per share, net to the seller in cash without interest. The consummation of
the Offer is subject to, among other things, the receipt of funds pursuant to EM
Holdings' financing commitments and a number of shares being tendered in the
Offer (when added to shares held by Mr. Hui, Korea Data Systems (USA), Inc., an
affiliate of Mr. Hui, EM Holdings and their respective affiliates and shares
purchasable from idealab! Holdings L.L.C. ("idealab!") pursuant to a stock
purchase agreement entered into with Mr. Hui) that constitute at least 90% of
the outstanding shares of eMachines Common Stock. Pursuant to the Merger
Agreement, following the completion of the Offer and the satisfaction or waiver
of certain other conditions, Purchaser will be merged with and into eMachines
(the "Merger") and eMachines will be the surviving corporation. In the Merger,
each outstanding share of eMachines Common Stock (other than shares held by
stockholders who perfect appraisal rights under Delaware law) will be converted
into the right to receive $1.06 per share, the same consideration paid to those
stockholders who tendered their eMachines Common Stock in the Offer.

     Concurrently with the execution of the Merger Agreement, EM Holdings,
Purchaser and eMachines entered into a Buyer Option Agreement (the "Buyer Option
Agreement") which provides that, if Purchaser waives the minimum condition such
that fewer than 90% of the outstanding shares of eMachines Common Stock are
required to be tendered to consummate the Offer and less than 90% actually
tender into the Offer, then Purchaser will have the option to Purchase from
eMachines a sufficient number of shares of eMachines Common Stock to permit the
Merger to be effected as a "short-form" merger under Section 253 of the Delaware
General Corporation Law, which would not require stockholder approval. The
Option Agreement is filed as Exhibit 2.2 hereto and is incorporated herein by
reference.

     In connection with the execution of the Merger Agreement, Mr. Hui and
idealab! entered into a Stock Purchase Agreement, dated October 30, 2001 (the
"Stock Purchase Agreement"), pursuant to which idealab! agreed, among other
things, to sell the shares of eMachines Common Stock held by idealab! to Mr. Hui
or Purchaser effective as of the acceptance by Purchaser of the shares tendered
into the Offer and not to tender such shares into the Offer. The Stock Purchase
Agreement is filed as Exhibit 2.3 hereto and is incorporated herein by
reference

                                      -2-

<PAGE>

     On October 31, 2001, eMachines entered into Amendment No. Two to the
Original Design Manufacture Agreement with TriGem Computer, Inc. ("TriGem").
Under the terms of the amendment, eMachines can return defective returns to
TriGem Computer, subject to a deduction schedule. eMachines is responsible for
nondefective returns and shall resell all refurbished defective computers, which
are to be consigned from TriGem. TriGem shall also provide replacement parts to
eMachines for its customer support programs. In the event that more than a
specified percentage of any product that TriGem produces pursuant to the
agreement is returned, eMachines may initiate a recall of that product or model
after consultation with TriGem. In the event of a recall, eMachines is entitled
to a full credit from TriGem for all recalled and returned products. Amendment
No. Two to the Original Design Manufacture Agreement with TriGem is filed as
Exhibit 2.4 hereto and is incorporated herein by reference.

     On October 31, 2001, eMachines entered into a Settlement and Release
Agreement with TriGem and TriGem America Corporation relating to all payments
due by eMachines to TriGem under the Original Design Manufacture Agreement dated
as of January 24, 2000, as amended. The Settlement and Release Agreement is
filed as Exhibit 2.5 hereto and is incorporated herein by reference.

                                      -3-

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits.
               --------

          2.1  Agreement and Plan of Merger, dated as of November 19, 2001, by
               and among EM Holdings, Inc., Empire Acquisition Corp. and
               eMachines, Inc. (incorporated by reference to the Schedule 14D-9
               filed by eMachines on November 27, 2001).

          2.2  Buyer Option Agreement, dated as of November 19, 2001, by and
               among EM Holdings, Inc., Empire Acquisition Corp. and eMachines,
               Inc. (incorporated by reference to the Schedule 14D-9 filed by
               eMachines on November 27, 2001).

          2.3  Stock Purchase Agreement, dated as of October 30, 2001, between
               Lap Shun Hui and idealab! Holdings, L.L.C. (incorporated by
               reference to the Schedule 14D-9 filed by eMachines on November
               27, 2001).


          2.4  Amendment No. Two to Original Design Manufacture Agreement
               between TriGem, dated as of October 31, 2001, between eMachines,
               Inc. and TriGem Computer, Inc.

          2.5  Settlement and Release Agreement, dated as of October 31, 2001,
               between eMachines, Inc., TriGem Computer, Inc. and TriGem
               American Corporation.

          99.1 Press Release of EM Holdings, Inc. and eMachines, Inc., dated
               November 19, 2001 (incorporated by reference to the Schedule
               14D-9C filed by eMachines on November 20, 2001).

                                     -4-

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: November 30, 2001              EMACHINES INC.



                                      By: /s/ Adam Andersen
                                      ------------------------------------

                                      Name:  Adam Andersen
                                      Title: Senior Vice President and Chief
                                             Operating Officer

                                      -5-

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number            Description of Document
------            -----------------------

  2.1    Agreement and Plan of Merger, dated as of November 19, 2001, by and
         among EM Holdings, Inc., Empire Acquisition Corp. and eMachines, Inc.
         (incorporated by reference to the Schedule 14D-9 filed by eMachines on
         November 27, 2001).

  2.2    Buyer Option Agreement, dated as of November 19, 2001, by and among EM
         Holdings, Inc., Empire Acquisition Corp. and eMachines, Inc.
         (incorporated by reference to the Schedule 14D-9 filed by eMachines on
         November 27, 2001).

  2.3    Stock Purchase Agreement, dated as of October 30, 2001, between Lap
         Shun Hui and idealab! Holdings, L.L.C. (incorporated by reference to
         the Schedule 14D-9 filed by eMachines on November 27, 2001).

  2.4    Amendment No. Two to Original Design Manufacture Agreement between
         TriGem, dated as of October 31, 2001, between eMachines, Inc. and
         TriGem Computer, Inc.

  2.5    Settlement and Release Agreement, dated as of October 31, 2001, between
         eMachines, Inc., TriGem Computer, Inc. and TriGem American Corporation.

  99.1   Press Release of EM Holdings, Inc. and eMachines, Inc., dated November
         19, 2001 (incorporated by reference to the Schedule 14D-9C filed by
         eMachines on November 20, 2001).




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>3
<FILENAME>dex24.txt
<DESCRIPTION>AMEND.#2 TO ORIGINAL DESIGN MANUFACTURER AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 2.4

                           AMENDMENT NUMBER TWO TO THE
                     ORIGINAL DESIGN MANUFACTURER AGREEMENT

     This Amendment Number Two to the Original Design Manufacture Agreement
("Amendment") is entered into on October 31, 2001, between TriGem Computer,
Inc., a Korean corporation whose principal office is located at TriGem Computer
Bldg., 45-2 Yoido-dong, Youngdeungpo-ku, Seoul 150-010, Korea ("TriGem") and
eMachines, Inc., a Delaware corporation whose principal office is located at
14350 Myford Road, Bldg. 100, Irvine, California 92606-1002, U.S.A.
("eMachines"). TriGem and eMachines shall be referred collectively as "Parties"
or individually as "Party."

                                   WITNESSETH:

     WHEREAS, TriGem and eMachines entered into that certain Original Design
Manufacturer Agreement (the "Agreement"), dated January 24, 2000, whereby TriGem
manufactures, assembles and provides Support for the Products and whereby
eMachines markets and sells the Products on a worldwide basis; and

     WHEREAS, the Parties now desire to amend certain portions of the Agreement.

     NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, the Parties hereby agree as follows:

1.   New Exhibit B. The Parties hereby agree that as of June 1, 2001, Exhibit
     -------------
B of the Agreement shall be replaced with the new Exhibit B, which is attached
to this Amendment.

2.   New Section 15.4.  Section 15.4 of the Agreement is hereby deleted and
replaced with the following:

               "Arbitration Venue. The arbitration shall be conducted in Los
               Angeles, California, and shall be conducted in accordance with
               the Rules of Arbitration of the International Chamber of
               Commerce ("ICC Rules")."

3.   Other Provisions.  All other provisions, terms and definitions of the
     ----------------
Agreement not deleted, altered or otherwise modified by this Amendment shall
remain in full force and effect. If there is any conflict between the Amendment
and the Agreement, the provisions of the Amendment shall prevail.

                                       1


<PAGE>

     IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have executed this Amendment as of the Amendment Date.


TRIGEM COMPUTER, INC.                       EMACHINES, INC.

By:    /s/ Brian Yoom                       By:    /s/ Adam Andersen
   --------------------------------            -------------------------------
Name:  Brian Yoom                           Name:  Adam Andersen
     ------------------------------              -----------------------------
Title: Director                             Title: Senior Vice President and
      -----------------------------              -----------------------------
                                                   Chief Operating Officer

                                       2

<PAGE>

                                    EXHIBIT B

                                  SUPPORT TERMS

     TriGem and eMachines agree to the following terms and processes for Product
Support:

I.   Definitions. As used in this Exhibit B, the following terms shall be
     -----------
     defined as follows:


     A.   "DF" shall mean the definition mutually agreed to between the Parties
          and attached hereto as Attachment A.
                                 ------------

     B.   "NDF" shall mean the definition mutually agreed to between the Parties
          and attached hereto as Attachment A.
                                 ------------

     C.   "RA" shall mean Return Authorization to eMachines of a specific
          Product unit by eMachines' resellers during the warranty period.

     D.   "RMA" shall mean Return Material Authorization to eMachines of a
          specific Product unit returned by eMachines' end users ("End Users")
          during the warranty period.

     E.   "Service Charge" shall mean the support costs associated with the
          Agreement for the period June 1, 2001 through September 30, 2001. The
          Service Charge shall be Three Dollars and Fifty Cents ($3.50), which
          includes all costs for labor, freight, handling, replacement
          components, packaging material and other associated items.

     F.   "Support Charge" shall mean the support costs associated with the
          Agreement for the period beginning October 1, 2001. The Support Charge
          shall be Three Dollars and Fifty Cents ($3.50), which includes all
          costs for labor, freight, handling, replacement components, packaging
          material and other associated items.

II.  RA Products.

     A.   Effective June 1, 2001 until September 30, 2001 the following
          provisions shall apply:

          a.   If the Product unit is DF, then eMachines shall be entitled to a
               full credit from TriGem for the returned Product unit, minus the
               Service Charge.

          b.   If the Product unit is NDF, then eMachines shall be entitled to a
               full credit from TriGem for the returned Product unit, minus the
               Service

<PAGE>

               Charge. However, in the event that the NDF Product units returned
               exceeds ten percent (10%) of all RA NDF returned Product units,
               then TriGem shall be entitled to a fee of One Hundred Fifty
               Dollars ($150) per NDF RA returned Product unit for each Product
               unit in excess of the ten percent (10%) threshold.

          c.   TriGem shall repair and refurbish all RA returned Product units.
               TriGem may resell the repaired and refurbished Product units
               received by September 30, 2001 (the "Resold Units"). eMachines
               hereby grants TriGem the right to use eMachines' figure "e" and
               "EMACHINES" mark on the Resold Units and all associated materials
               included with such units. TriGem agrees to remove all eMachines
               licensed software, and all consumer information and the rear
               eMachines label from the Resold Units.

          d.   TriGem shall provide timely and accurate report of all Product
               unit returns and all Resold Unit sales, in a format reasonably
               specified by eMachines, within fifteen (15) days but no later
               than thirty (30) days after the end of each month. In the event
               TriGem fails to provide such reports within the specified time,
               then the defect rate will be calculated based on the three (3)
               month rolling average based on the last three (3) months for
               which there are timely reports.

          e.   Upon request by eMachines, TriGem shall disclose to eMachines its
               inspection process used to determine whether a returned Product
               unit is DF, and shall permit eMachines and its representatives to
               inspect such process and audit any documentation related to such
               process or the determination of whether any Product returned
               hereunder is DF. eMachines may direct TriGem to modify its
               inspection process as necessary to meet prevailing industry
               standards.

     B.   Effective October 1, 2001, eMachines shall screen all RA Product
          units to determine whether such units are DF or NDF. eMachines shall
          return to TriGem only those units that satisfy the definition of DF.
          Further, the following provisions shall apply:

          a.   eMachines shall receive a credit from TriGem for the returned DF
               Product, minus the Support Charge. The amount of such credit from
               TriGem shall be determined according to the devaluation schedule
               attached hereto as Attachment B. TriGem will be responsible for
                                  ------------
               payment of all freight charges associated with shipment of DF
               Product units.

          b.   Upon request by TriGem, eMachines shall disclose to TriGem its
               inspection process used to determine whether a returned Product
               unit is DF, and shall permit TriGem and its representatives to
               inspect such process and audit any documentation related to such
               process or the

                                       4

<PAGE>

               determination of whether any Product returned hereunder is DF.
               TriGem may direct eMachines to modify its inspection process as
               necessary to meet prevailing industry standards.

          c.   TriGem shall consign to eMachines the repaired and refurbished DF
               Product units received on or after October 1, 2001 (the
               "Repackaged Units") for resale.

          d.   Beginning October 1, 2001, TriGem shall apply credits to
               eMachines based on TriGem's screening results of RA Product units
               within seven (7) business days of receipt by TriGem. In the event
               that TriGem does not provide a report within the time period
               specified herein, then eMachines may debit its account with
               TriGem. TriGem shall credit eMachines for DF Product units only.
               TriGem shall not be obligated to issue credit to eMachines for
               missing parts, missing system units, NDF units, incorrect model
               units or any non-TriGem units. TriGem shall return to eMachines
               such NDF and incorrect model Product units to eMachines at
               eMachines' expense.

          e.   Upon request by eMachines, TriGem shall disclose to eMachines its
               inspection process used to determine whether a returned Product
               unit is NDF, and shall permit eMachines and its representatives
               to inspect such process and audit any documentation related to
               such process or the determination of whether any Product returned
               hereunder is NDF. eMachines may direct TriGem to modify its
               inspection process as necessary to meet prevailing industry
               standards.

          f.   eMachines shall remove and replace the original serial numbers on
               all NDF refurbished units screened by eMachines. In exchange for
               eMachines releasing any claim to a warranty for such units,
               eMachines shall receive a credit from TriGem based upon the
               schedule attached hereto as Attachment C. TriGem shall not
                                           ------------
               provide any warranty on the NDF Refurbished units refurbished by
               eMachines or eMachines selected Third (3/rd/) Party. eMachines
               shall make best efforts to provide TriGem the original serial
               number labels from the NDF refurbished units.

III. RMA Products

     A.   For the period beginning June 1, 2001 until September 30, 2001, the
          following provisions shall apply:

          a.   If the Product is DF, TriGem shall repair or replace the DF
               Product with a Product of equal or better specifications (such
               decision to be made at TriGem's discretion) and return the
               repaired/replaced Product unit within seven (7) business days
               after TriGem receives the DF

                                        5

<PAGE>

               Product unit from eMachines or End User (at eMachines'
               instructions). Invalid orders, such as incorrect model, incorrect
               systems, incorrect address or any incorrect orders associated
               with Product that can not be serviced shall be escalated to
               eMachines for resolution. All such invalid orders shall be
               resolved by eMachines within seven (7) business days. All
               shipping costs associated with returning the Product unit to
               eMachines or End User (as applicable) shall be borne exclusively
               by TriGem.

          b.   If the Product is NDF, then eMachines shall pay TriGem an
               aggregate amount of Twenty-Two Dollars and Fifty Cents ($22.50)
               and all shipping cost incurred by TriGem in return shipping such
               products to eMachines or End User (as applicable). TriGem shall
               return the Product unit to eMachines or End User within seven (7)
               business days after TriGem receives the Product from eMachines or
               End User (at eMachines' instructions).

          c.   Per eMachines' request, End Users may directly ship the Product
               units to TriGem and TriGem may directly return such Product units
               to End Users.

     B.   For the period beginning October 1, 2001, eMachines shall screen all
          RMA Product units to determine whether they are DF or NDF. eMachines
          shall return to TriGem only those Product units that are DF. Further,
          the following provisions shall apply:

          a.   eMachines shall receive a credit from TriGem for the returned DF
               Product units, minus the Support Charge. TriGem shall credit
               eMachines for returned DF Product units for a credit determined
               according to the schedule attached hereto as Attachment B.
                                                            ------------
               eMachines shall be responsible for shipping of the Product units
               to TriGem.

          b.   Upon request by TriGem, eMachines shall disclose to TriGem its
               inspection process used to determine whether a returned Product
               unit is DF, and shall permit TriGem and its representatives to
               inspect such process and audit any documentation related to such
               process or the determination of whether any Product unit returned
               hereunder is DF. TriGem may direct eMachines to modify its
               inspection process as necessary to meet prevailing industry
               standards.

          c.   TriGem shall consign to eMachines the Repackaged Units for
               resale.

          d.   Beginning October 1, 2001, TriGem shall apply credits to
               eMachines based on TriGem's screening results of RMA Product
               units within seven (7) business days of receipt by TriGem. In the
               event that TriGem does not provide a report within the time
               period specified

                                       6

<PAGE>

               herein, then eMachines may debit its account with TriGem. TriGem
               shall credit eMachines for DF Product units only. TriGem shall
               not be obligated to issue credit to eMachines for missing parts,
               NDF units or incorrect model units. TriGem shall return to
               eMachines such NDF and incorrect model Product units to eMachines
               at eMachines' expense.

          e.   eMachines shall remove and replace the original serial numbers on
               all NDF refurbished units screened by eMachines. In exchange for
               eMachines releasing any claim to a warranty for such units,
               eMachines shall receive a credit from TriGem based upon the
               schedule attached hereto as Attachment C. TriGem shall not
                                           ------------
               provide any warranty on the NDF Refurbished units refurbished by
               eMachines or eMachines selected Third (3/rd/) Party. eMachines
               shall make best efforts to provide TriGem the original serial
               number labels from the NDF refurbished units.

IV.  Parts Replacement

     A.   Effective October 1, 2001, eMachines shall screen all parts to
          determine whether they are DF or NDF. eMachines shall return to TriGem
          only those parts that satisfy the definition of DF. Further, the
          following provisions shall apply:

          a.   TriGem will furnish to eMachines, at no additional charge, a
               sufficient seed stock to enable eMachines to advance ship
               replacement parts for those parts that are still under the
               Product unit warranty. TriGem hereby provides to eMachines a
               warranty on all replacement parts used by eMachines for the
               remaining warranty period of the Product unit for which the part
               is inserted.

          b.   The parties shall mutually agree as to eMachines' initial seed
               stock. In the event that the DF rate for parts exceeds TriGem's
               component failure rate data, then TriGem shall provide additional
               seed stock, at no additional charge, to meet the actual demand
               for the DF parts. eMachines shall provide parts forecasts,
               consumption rate and inventory control reports on a monthly
               basis.

          c.   eMachines shall exchange DF parts for NDF parts with TriGem on a
               one-for-one basis. TriGem will replace the DF parts by no later
               than seven (7) business days from the date received by TriGem. In
               the event TriGem cannot supply replacement parts within such time
               period, then TriGem shall replace the entire Product unit or
               component with one that is of better specifications. Each party
               shall bear the costs of freight in one direction.

                                       7

<PAGE>

          d.   TriGem shall retain ownership of the consigned parts inventory.
               eMachines shall be responsible for management of the consigned
               parts inventory and shall maintain a ninety-eight and one half
               percent (98.5%) accuracy of such inventory. In the event that any
               portion of the slippage in the one and one half percent (1.5%)
               allowance is due to eMachines' intentional loss or gross
               negligence, eMachines shall reimburse TriGem the bill of
               materials costs for that portion. eMachines shall conduct
               physical inventory count per quarter. Upon TriGem's request,
               eMachines shall conduct additional physical inventory count of
               the consigned parts inventory and TriGem shall have the right to
               audit the physical inventory count. All costs associated with
               physical inventory counts requested by TriGem shall be the sole
               responsibility of TriGem. eMachines shall provide TriGem with
               weekly and monthly inventory reports for the consigned parts.

          e.   Beginning January 1, 2002, if a the percentage of DF part
               returned by eMachines (as reasonably determined by TriGem) that
               are NDF exceed two percent (2%) of the total number of returned
               parts, then TriGem shall have the right to charge eMachines a
               restocking fee of fifteen percent (15%) of the weighted average
               bill of materials costs per NDF Parts returned that exceeds the
               two percent (2%) allowance.

          f.   Upon request by TriGem, eMachines shall disclose to TriGem its
               inspection process used to determine whether a returned part is
               DF, and shall permit TriGem and its representatives to inspect
               such process and audit any documentation related to such process
               or the determination of whether any part returned hereunder is
               DF. TriGem may direct eMachines to modify its inspection process
               as necessary to meet prevailing industry standards.

          g.   Upon request by eMachines, TriGem shall disclose to eMachines its
               inspection process used to determine whether a returned part is
               NDF, and shall permit eMachines and its representatives to
               inspect such process and audit any documentation related to such
               process or the determination of whether any part returned
               hereunder is NDF. eMachines may direct TriGem to modify its
               inspection process as necessary to meet prevailing industry
               standards.

     B.   TriGem shall work with eMachines and eMachines' agents to share
          information in an electronic format.

V.   Class Failures

     A.   From the Effective Date of the Agreement, in the event eMachines
          deems a specific Product model or certain Product batch (those
          Products that can

                                       8

<PAGE>

              be identified by a sequence of serial numbers or other reasonable
              method) to be a Class Failure, eMachines, after consultation with
              TriGem, may

                  1.  Initiate a recall for the relevant Product model or
                      Product batch; or
                  2.  Recall particular units of the relevant Product model or
                      Product batch.

              In either case, eMachines shall be entitled to a full credit from
              TriGem for all recalled and returned Product units. TriGem shall
              reimburse eMachines for all costs associated with a recall,
              including, but not limited to, any administrative costs and
              attorneys' fees.

     B.       In the event of a Class Failure prior to the Effective Date of the
              Agreement, regardless whether DF or NDF, then eMachines shall be
              entitled to receive any and all fees paid by eMachines to TriGem
              for such Product units.

VI.  Additional Terms

         A.   Prior to October 1, 2001, in the event that TriGem is allowed to
              resell any Product units, TriGem must delete all licensed software
              and materials from the Products and return to eMachines any and
              all Certificate of Authorizations ("COAs"). In the event that
              TriGem fails to remove any licensed item and return the COAs,
              eMachines may charge to TriGem the actual costs of such license
              and any costs incurred by eMachines in tracking such licensed
              items. TriGem shall also indemnify eMachines for any usage of such
              licensed products, including attorneys' fees.

         B.   After October 1, 2001, eMachines shall be responsible for the
              removal of all COAs from any returned Product units.

         C.   TriGem shall provide accurate reports to eMachines at the time of
              shipment specifying the status and location of any resale of
              Product units. The specific information and format of such reports
              shall be in a format reasonably requested by eMachines. The
              provisions of this section shall only apply to those Product units
              that retain any Marks of eMachines.

         D.   TriGem agrees to provide eMachines' support team with bill of
              materials and any updates to it during the support life of each
              Product listed in Product Addenda.

         E.   TriGem agrees that it shall pursue its vendors to improve business
              terms. From such modifications, TriGem shall reduce the Service
              Charge and Support Charges to more accurately reflect its new
              costs.

                                        9

<PAGE>

         F.   Nothing in this Exhibit or Agreement shall be construed as
              eMachines granting TriGem any right to license to use eMachines'
              Marks. Unless otherwise provided, under no circumstances may
              TriGem use any of eMachines Marks without first obtaining
              eMachines' prior express written consent.

         G.   With respect to all Product units and associated material that
              TriGem is allowed to resell, TriGem agrees that it shall comply
              with all applicable regulations and industry guidelines, and
              maintain a level of quality that is at least comparable to the
              level of quality generally expected by consumers in the market.
              Under no circumstances may TriGem resell any Product units into
              any market without the express prior written consent of eMachines.

                                       10

<PAGE>

                                  Attachment A
                                  ------------

                            Definition of DF and NDF

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

 FAILURE        No      System   Abnormal   Recognition  Read   Write  Video  Sound  Loopback   K/B &        CMOS   No
 SYMPTOM        Boot    Hang     Operation  Error        Error  Error  Error  Error  Test Error Mouse Error  Error  Dialtone
----------------------------------------------------------------------------------------------------------------------------
<S>             <C>     <C>      <C>        <C>          <C>     <C>   <C>    <C>    <C>        <C>          <C>    <C>
CPU                 O         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
Memory              O         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
Mother Board        O         O         O          O        O      O      O      O         O             O     O
----------------------------------------------------------------------------------------------------------------------------
CD ROM                        O         O          O        O
----------------------------------------------------------------------------------------------------------------------------
DVD ROM                       O         O          O        O
----------------------------------------------------------------------------------------------------------------------------
CD RW                         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
Combo                         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
FDD                 O         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
HDD                 O         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
Modem               O         O         O          O                                       O                          O
----------------------------------------------------------------------------------------------------------------------------
Lan Card            O         O         O          O                                       O
----------------------------------------------------------------------------------------------------------------------------
Video Card          O         O         O          O                      O
----------------------------------------------------------------------------------------------------------------------------
PSU                 O
----------------------------------------------------------------------------------------------------------------------------
Cable               O         O         O          O        O      O
----------------------------------------------------------------------------------------------------------------------------
CPU Fan
----------------------------------------------------------------------------------------------------------------------------
DEVICES                                                               DEFECT
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

 FAILURE                 Cable Conn   Mechanical   O/S           Driver                   Physical
 SYMPTOM        Noise    Error        Failure      Corruption    Corruption     Scratch   Damage
----------------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>          <C>          <C>           <C>            <C>       <C>
CPU                                                                                             O
----------------------------------------------------------------------------------------------------------------------------
Memory                                                                                          O
----------------------------------------------------------------------------------------------------------------------------
Mother Board                    O                                                               O
----------------------------------------------------------------------------------------------------------------------------
CD ROM              O           O          O              O               O          O          O
----------------------------------------------------------------------------------------------------------------------------
DVD ROM             O           O          O              O               O          O          O
----------------------------------------------------------------------------------------------------------------------------
CD RW               O           O          O              O               O          O          O
----------------------------------------------------------------------------------------------------------------------------
Combo               O           O          O              O               O          O          O
----------------------------------------------------------------------------------------------------------------------------
FDD                 O           O          O                                         O          O
----------------------------------------------------------------------------------------------------------------------------
HDD                 O           O          O              O               O                     O
----------------------------------------------------------------------------------------------------------------------------
Modem                                                     O               O                     O
----------------------------------------------------------------------------------------------------------------------------
Lan Card                                                  O               O                     O
----------------------------------------------------------------------------------------------------------------------------
Video Card                                                O               O                     O
----------------------------------------------------------------------------------------------------------------------------
PSU                 O           O                                                               O
----------------------------------------------------------------------------------------------------------------------------
Cable                           O                                                               O
----------------------------------------------------------------------------------------------------------------------------
CPU Fan             O           O          O                                                    O
----------------------------------------------------------------------------------------------------------------------------
DEVICES                                                                 NDF
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

          A. Conditions
                1.    Physical damage and scratches caused by Customer
                      mishandling will be defined as "NDF"
                2.    Test failed by 3/rd/ Party Hardware will be considered
                      "NDF"
                3.    Failure caused by loose connection with broken QA Seal
                      will be re-seated and re-tested for the result.

          B.   Test Program to determine the status of the returns shall be PC
               Check and/or any other commercially available products as
               mutually agreed to by the parties.

          C.   eMachines, eMachines' 3/rd/ Party Vendor and TriGem shall use
               the Test Program stated above to determine whether the returned
               Product is DF or NDF. Other software not agreed in this Appendix
               to determine the quality of the return shall not be valid.

          D.   Any quality areas that are not clearly defined in this Appendix
               shall be escalated to eMachines and TriGem to resolve.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>4
<FILENAME>dex25.txt
<DESCRIPTION>SETTLEMENT & RELEASE AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 2.5

                        SETTLEMENT AND RELEASE AGREEMENT

         This Settlement Agreement (the "Agreement") is entered into as of
October 31, 2001 (the "Settlement Date") by and between eMachines, Inc.
("eMachines"), TriGem Computer, Inc. ("TGI") and TriGem America Corporation
("TGA").

                                    RECITALS

         WHEREAS, eMachines and TGI (with the assistance of TGA) have operated
under certain Product Support terms as specified in Exhibit B of the Original
Design Manufacturer Agreement ("ODM Agreement"), dated January 24, 2000, by and
between TGI and eMachines.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein, and other good and valuable consideration, the parties hereto agree as
follows:

                                    AGREEMENT

1.       In consideration of and in full and final accord and satisfaction of
all amounts and property owed by eMachines under the following:

         a.  Old Programs (as defined in the ODM Agreement), including missing
         parts charges and TGA and TGI supplied technical support inventory;
         b.  New Programs (as defined in the ODM Agreement) through December 31,
         2000, including missing parts charges, TGA and TGI supplied technical
         support parts and out of warranty changes;
         c.  All in warranty technical support parts;
         d.  All Restore CD expenses;
         e.  Virus Expenses,

eMachines hereby absolutely and unconditionally promises to pay to TGI the total
sum of Three Million Two Hundred Forty-Eight Thousand Nine Hundred Ninety-Three
Dollars ($3,248,993) (the "Settlement Payment").

2.       Upon execution of this Agreement, Any and all amounts due to TGI or TGA
by eMachines for services and products rendered or provided to eMachines by TGI
or TGA through December 31, 2000 under the terms of the ODM Agreement shall be
deemed paid in full and no further amounts shall be due or payable from
eMachines to TGI or TGA in respect thereof.

3.       For and in consideration of the foregoing and the covenants contained
herein, TGI and TGA hereby agree to release, acquit and forever discharge
eMachines and its Affiliates (as hereinafter defined) from any and all claims,
demands, causes of action of any kind whatsoever, nature and description, both
at law and in equity, whether known or unknown, direct or indirect, liquidated
or unliquidated, absolute or contingent (collectively, "Claims") that TGI or TGA
may now have, or may have in the future have,

<PAGE>

for or because of any matter or thing done, omitted or suffered to be done by
eMachines in connection with Exhibit B of the ODM Agreement. As used in this
Agreement, "Affiliates" shall mean the respective successors and assigns and all
parents, subsidiaries, related and affiliated corporations, representatives,
attorneys, agents, officers, directors, stockholders and every person (whether
natural or artificial) in any firm or entity now or previously affiliated with
any of the foregoing, or who may become affiliated with any of the foregoing, of
the parties hereto.

4.       The parties intend and agree that the release of claims contained
herein shall be effective as a full and final accord and satisfaction and
general release of and from all Claims released and discharged hereunder. In
furtherance thereof, TGI and TGA acknowledge that they have been informed of and
is aware of the provision of Section 1542 of the California Civil Code which
states as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in its favor at the
                  time of executing the release, which if known by him would
                  materially affect the settlement with the debtor."

TGI and TGA are executing this Agreement voluntarily, and hereby waives any and
all rights it has or may have under California Civil Code Section 1542, any
successor section to it, and/or any other statute or common law principle of
similar effect. In connection with this waiver and the Agreement, TGI and TGA
acknowledge that they are aware that they may discover claims presently unknown
or unsuspected or facts in addition to or different from those which TGI or TGA
now know or believe to be true with respect to the Claims released and
discharged hereunder. Nevertheless, TGI and TGA intend by this Agreement, and
with and upon the advise of independently selected counsel, to release fully,
finally and forever all Claims released and discharged hereunder. In furtherance
of such intention, the releases set forth in this Agreement shall be and remain
in effect as full and complete releases of the Claims released and discharged
hereunder notwithstanding the discovery or existence of any such additional or
different claims or facts relevant hereto.

5.       If any provision or provisions contained herein shall contravene or be
invalid under applicable law, such contravention or invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed as not
containing the particular provision or provisions held to be invalid and the
rights and obligations of the parties shall be construed and enforced
accordingly.

6.       Any notice, request, consent, demand or other communication required or
permitted to be given by this Agreement shall be in writing and shall be
personally served or sent by telecopy (with a copy by prepaid registered or
certified mail sent on that same day), commercial courier service or prepaid
registered or certified mail. Any written notice delivered by telecopy shall be
deemed to have been given on the day telecopied to the other party. Any written
notice given by commercial courier service or registered or certified mail shall
be deemed communicated as of actual receipt. For purposes of this

<PAGE>

Agreement, the addresses of the parties, until notice of a change thereof, shall
be as set forth below:

         If to eMachines:

                  eMachines, Inc.
                  14350 Myford Road; Bldg. #100
                  Irvine, California 92606-1002
                  Attn: General Counsel
                  Fax:  (714) 508-1135

         If to TGI:

                  TriGem Computer, Inc.
                   45-2, Yoido-dong
                  Youngdeungpo-lan
                  Seoul 150-010
                  Korea


         If to TGA:

                  TriGem America Corporation
                  1 Icon Road
                  Lake Forest California,
                  Attn: K.B. Lee
                  Fax:  (949-580-3677

7.       This Agreement, which shall be construed in accordance with the laws of
the State of California, constitutes the entire agreement and understanding
between the parties in connection with the above matters and supersedes all
prior agreements, whether written or oral, in connection therewith. All causes
of action arising out of this Agreement shall be brought exclusively in the
state and federal courts located in the County of Orange, State of California.
The parties hereby irrevocably submit to the personal jurisdiction of and waive
any venue objections against such courts in any litigation arising out of the
Agreement. If either party employs attorneys to enforce any rights arising out
of or relating to this Agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees. Each party waives any right and agrees not
to apply to have any disputes under this Agreement tried or otherwise determined
by a jury, except where required by law.

8.       This Agreement shall be binding on and inure to the benefit of the
successors and assigns of the parties hereto.

9.       This Agreement may be executed in counterparts and each counterpart
shall have the same force and effect as an original and shall constitute an
effective, binding Agreement on the part of each of the undersigned.



<PAGE>

By signing in the spaces provided below, the parties accept and agree to all of
the terms and conditions hereof.

TriGem Computer, Inc.

/s/ Brian Yoom
------------------------------------
Name:  Brian Yoom
      ------------------------------
Title: Director
       -----------------------------


TriGem America Corporation

/s/ Moonchun Hong
------------------------------------
Name:  Moonchun Hong
      ------------------------------
Title: Chief Executive Officer
       -----------------------------


eMachines, Inc.

/s/ Adam Andersen
------------------------------------
Name:  Adam Andersen
      ------------------------------
Title: Senior Vice President and Chief Operating Officer
       -------------------------------------------------

</TEXT>
</DOCUMENT>
</SUBMISSION>
