EXHIBIT 10.90

                                FIRST AMENDMENT
                                      TO
                                DEBT CONVERSION
                                      AND
                    MUTUAL SETTLEMENT AND RELEASE AGREEMENT


          THIS FIRST AMENDMENT TO DEBT CONVERSION AND MUTUAL SETTLEMENT AND
RELEASE AGREEMENT ("First Amendment") is entered into at San Diego, California,
effective as of June 30, 1999 ("Effective Date"), between Microelectronic
Packaging, Inc. ("MPI") on behalf of itself and its predecessors, successors,
former and current subsidiaries, affiliates, shareholders, directors, officers,
agents, attorneys, representatives, insurers, employees and assigns
(collectively with MPI the "MPI Group"); and Samsung Corning Co.,Ltd. ("Samsung
Corning") and its predecessors, successors, former and current subsidiaries,
affiliates, shareholders, directors, officers, agents, attorneys,
representatives, insurers, employees and assigns (collectively with Samsung
Corning the "Investor Group").

                                  WITNESSETH:

          WHEREAS, the MPI Group and the Investor Group entered into a Debt
Conversion and Mutual Settlement and Release Agreement dated May 18, 1999,
pursuant to which the Investor Group agreed to convert certain debt owed by MPI
to the Investor Group into One Hundred Eighty Three Thousand Two Hundred Seventy
Five (183,275) shares of MPI's Series A Preferred Stock, and MPI agreed to issue
such shares of its Series A Preferred Stock to the Investor Group, all upon and
subject to the terms and conditions set forth therein ("Conversion Agreement").

          WHEREAS, the Conversion Agreement states that the transactions
contemplated thereby must be completed not later than June 30, 1999, and if they
are not completed by such date, Samsung Corning has the right to terminate the
Conversion Agreement by giving a written termination notice to MPI.

          WHEREAS, both the MPI Group and the Investor Group desire to amend the
Conversion Agreement to extend the date as of which the transactions
contemplated thereby must be completed, to not later than August 31, 1999.

          NOW THEREFORE, in consideration of the mutual agreements contained
herein and for other good and sufficient consideration, the receipt and
sufficiency of which is hereby acknowledged, the MPI Group and the Investor
Group agree as follows:

          1.  Section 1.2 of the Conversion Agreement is hereby amended by
deleting the date of June 30, 1999, and inserting in its place the date of
August 31, 1999.


          2.  Except as set forth in Section 1 of this First Amendment, there
are no other amendments or modifications to the Conversion Agreement, and all of
the other provisions of the Conversion Agreement shall remain in full force and
effect without any amendments or modifications of any kind.

          IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.

MICROELECTRONIC PACKAGING, INC.          SAMSUNG CORNING CO., LTD.



By: /s/ Denis J. Trafecanty              By: /s/ Se June Oh
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Name: Denis J. Trafecanty                Name: Se June Oh
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Title: Senior Vice President and CFO     Title: Director Management & Planning
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