February 3, 2004

February 3, 2004

Robina Finance & Leasing Corporation, Ltd.
Attn: Xxxxx Xxxx, President & CEO
5th Floor., 000 Xxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxx, Xxxxxxxx xx Xxxxx

Re: Exercise of Call Option

Dear Xx. Xxxx:

Reference is made to Section 1.1 of the Share Purchase Agreement (the "Robina Agreement") dated as of September 6, 2002, entered into between Robina Finance & Leasing Corporation, Ltd. ("Robina") and Taisil Electronic Materials Corporation ("Taisil"). This letter shall constitute the written notice by Xxxxxx, as set forth under Section 1.1 of the Robina Agreement, to request Xxxxxx to sell all of Xxxxxx'x shares in Taisil to a designee of Taisil, MEMC Electronic Materials, Inc. ("MEMC").

Taisil hereby exercises its Call Option (as defined under the Robina Agreement) and instructs Xxxxxx to sell all of Xxxxxx'x shares in Taisil (amounting to 19,818,000 shares) to MEMC, at the price of NT$11.75 per share as set forth in Section 1.1 of the Robina Agreement.

Xxxxxx and Xxxxxx hereby agree to amend Section 3.1 of the Robina Agreement, such that the Closing (as defined in the Robina Agreement) shall occur at 9:00 a.m. on February 4, 2004, at the office of Tsar & Tsai Law Firm, 8th F., 000 XxxXxx X. Xxxx, Xxx. 0, Xxxxxx 000, Xxxxxx, Xxxxxxxx xx Xxxxx. Xxxxxx and Xxxxxx further agree that (i) at the Closing, MEMC shall remit the Total Purchase Price (as defined in the Robina Agreement) directly to the account of Taisil, as Xxxxxx'x repayment to Taisil of the Performance Guarantee (as defined in the Robina Agreement); (ii) before the Closing, Xxxxxx shall instruct MEMC to remit the Total Purchase Price to Taisil in the form attached as Exhibit A hereto; (iii) before the Closing, Xxxxxx shall deliver the receipt for the Share Certificates and Transfer Notice (as defined in the Escrow Agreement among Xxxxxx, Xxxxxx and Xxx and Xx) to Xxx and Xx; and (iv) upon the remittance by MEMC of the Total Purchase Price to the account of Taisil, Taisil shall provide an acknowledgement of receipt to Robina in the form attached as Exhibit B hereto. By executing this letter in the space provided below, Xxxxxx agrees to the amendments and terms set forth herein.

Regards,

Taisil Electronic Materials Corporation

/s/ Xxxxx Xxxxx_________
Name: Xxxxx Xxxxx
Title: President

ACCEPTED AND AGREED TO BY:

Robina Finance & Leasing Corporation, Ltd.

/s/__________________________
Name:
Title: