[] [INTEGRATED INTERNATIONAL LTD. STOCK PURCHASE AGREEMENT Among S. K. LEE and and DESWELL INDUSTRIES, INC. August 17, 2007 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement Agreement Lee Tam Sellers Company DESWELL INDUSTRIES, INC Purchaser WHEREAS, WHEREAS, WHEREAS, Now Therefore The Parties Hereby Agree As Follows Purchase and Sale of Stock. 1. Sale of the Securities 1.1 Integrated Shares (A) Subject] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, FRANKI S. F. TSE, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, BETTY LAM, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Franki S. F. Tse, Chief Executive Officer Betty Lam Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738 and 333-147790) of Deswell Industries, Inc. (the “Company”) of our reports dated September 17, 2008, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over financial]