FormFactor, Inc., Form S-1 Amendment #1
 

As filed with the Securities and Exchange Commission on April 29, 2002
Registration No. 333-86738


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933


FORMFACTOR, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   3825   13-3711155
(State or other jurisdiction of
incorporation or organization)
  (Primary standard industrial
classification code number)
  (I.R.S. employer
identification no.)

FormFactor, Inc.

2140 Research Drive
Livermore, California 94550
(925) 294-4300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jens Meyerhoff

Senior Vice President, Chief Financial Officer and Secretary
FormFactor, Inc.
2140 Research Drive
Livermore, California 94550
(925) 294-4300
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

     
Gordon K. Davidson, Esq.
Mark A. Leahy, Esq.
Jeffrey R. Vetter, Esq.
Katherine Tallman Schuda, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
(650) 494-0600
  Gregory M. Gallo, Esq.
Peter M. Astiz, Esq.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
(650) 833-2000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o                

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                

     If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act of 1933, please check the following box.    o                

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay the effective date of this Registration Statement until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.     Exhibits and Financial Statement Schedules.

      (a) The following exhibits are filed herewith:

     
Exhibit
Number Exhibit Title


1.01**
  Form of Underwriting Agreement.
3.01**
  Restated Certificate of Incorporation of the Registrant as filed July 5, 2001 and the Amendment to Restated Certificate of Incorporation as filed April 10, 2002.
3.02*
  Form of Registrant’s Restated Certificate of Incorporation to be filed upon the closing of the offering.
3.03**
  Amended Bylaws of the Registrant, as amended through March 14, 2002.
3.04*
  Restated Bylaws of the Registrant to be effective upon the closing of the offering.
4.01*
  Specimen Common Stock Certificate.
4.02**
  Sixth Amended and Restated Rights Agreement by and among the Registrant and certain stockholders of the Registrant dated July 13, 2001.
4.03**
  Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Richard Hoffman dated February 9, 1994.
4.04**
  Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Milton Ohring dated April 11, 1994.
4.05**
  Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Benjamin Eldridge dated August 12, 1994.
4.06**
  Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Charles Baxley, P.C. dated September 8, 1994.
5.01*
  Opinion of Fenwick & West LLP.
10.01*
  Form of Indemnity Agreement.
10.02**
  1995 Stock Plan, and form of option grant.
10.03**
  1996 Stock Option Plan, and form of option grant.
10.04**
  Incentive Option Plan, and form of option grant.
10.05**
  Management Incentive Option Plan, and form of option grant.
10.06*
  2002 Equity Incentive Plan, and form of option grant.
10.07*
  2002 Employee Stock Purchase Plan.
10.08**†
  Key Management Bonus Plan.
10.09**
  Forms of promissory notes from executive officers and directors to the Registrant made in connection with exercise of options.
10.10**
  Loan Agreement by and between Stuart Merkadeau and the Registrant dated February 1, 2001.
10.11**
  Employment Offer Letter dated October 29, 1998 to Yoshikazu Hatsukano.
10.12**
  Lease by and between Paul E. Iocano and the Registrant dated June 26, 1995.
10.13**
  Lease by and between Paul E. Iocano and the Registrant dated April 12, 1996.
10.14**
  Lease by and between Paul E. Iocano and the Registrant dated November 20, 1996.
10.15**
  Lease by and between Paul E. Iocano and the Registrant dated April 24, 1997.
10.16**
  Lease by and between Richard K. and Pamela K. Corbett, Robert and Cheryl Rumberger, Connie Duke and the Registrant dated March 12, 1998.
10.17**
  Lease by and between L One and the Registrant dated March 25, 1998.
10.18**†
  Pacific Corporate Center Lease by and between Greenville Investors, L.P. and the Registrant dated May 3, 2001.

II-1


 

     
Exhibit
Number Exhibit Title


10.19**†
  Pacific Corporate Center Lease by and between Greenville Investors, L.P. and the Registrant dated May 3, 2001.
10.20**†
  Pacific Corporate Center Lease by and between Greenville Investors, L.P. and the Registrant dated May 3, 2001.
10.21**
  Second Amended and Restated Loan and Security Agreement by and between Comerica Bank — California and the Registrant dated as of March 20, 2001, as amended through January 12, 2002.
10.22**†
  Basic Purchase Agreement by and among Infineon Technologies Aktiengesellschaft, Whiteoak Semiconductor Partnership, Promos Technologies Inc. and the Registrant dated July 9, 1999.
10.23**†
  Authorized International Distributor Agreement by and between Spirox Corporation and the Registrant dated June 1, 2000.
10.24**†
  Probecard Purchase Agreement by and between Samsung Electronics Industries Co., Ltd. and the Registrant dated November 22, 2000.
10.25†
  Intel Corporation Purchase Agreement — Capital Equipment and Services by and between Intel Corporation and the Registrant dated January 8, 2001, and as amended on January 22, 2001, on March 1, 2001, and on April 1, 2001.
21.01**
  List of Subsidiaries of Registrant.
23.01*
  Consent of Fenwick & West LLP (See Exhibit 5.01).
23.02**
  Consent of independent accountants.
24.01**
  Power of Attorney (see page II-8 of the original filing of this Registration Statement).


  *  To be filed by amendment.

**  Previously filed.
 
  †  Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Registration Statement and have been filed separately with the Securities and Exchange Commission.

      (b) Financial Statement Schedule

II-2


 

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of

FormFactor, Inc.:

      Our audits of the consolidated financial statements referred to in our report dated February 15, 2002, except for Note 14, as to which the date is April 18, 2002, appearing in the Registration Statement on Form S-1 of FormFactor, Inc. also included an audit of the financial statement schedule listed in Item 16(b) on Page II-6 of this Form S-1. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PRICEWATERHOUSECOOPERS LLP

San Jose, California

April 22, 2002

II-3


 

Schedule II

FORMFACTOR, INC.

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 25, 1999, December 30, 2000 and December 29, 2001
(In thousands)
                                   
Balance at Balance
Beginning at End
Descriptions of Period Additions Deductions of Year





Allowance for doubtful accounts receivable:
                               
 
Year ended December 25, 1999
  $ 412     $ 200     $     $ 612  
     
     
     
     
 
 
Year ended December 30, 2000
  $ 612     $     $ 32     $ 580  
     
     
     
     
 
 
Year ended December 29, 2001
  $ 580     $     $ 166     $ 414  
     
     
     
     
 
Reserve for excess and obsolete inventory:
                               
 
Year ended December 25, 1999
  $ 1,797     $ 3,623     $     $ 5,420  
     
     
     
     
 
 
Year ended December 30, 2000
  $ 5,420     $ 2,227     $     $ 7,647  
     
     
     
     
 
 
Year ended December 29, 2001
  $ 7,647     $ 4,504     $ 3,535     $ 8,616  
     
     
     
     
 
Allowance against deferred tax assets:
                               
 
Year ended December 25, 1999
  $ 6,092     $ 1,880     $     $ 7,972  
     
     
     
     
 
 
Year ended December 30, 2000
  $ 7,972     $ 777     $     $ 8,749  
     
     
     
     
 
 
Year ended December 29, 2001
  $ 8,749     $ 312     $     $ 9,061  
     
     
     
     
 

      All other financial statement schedules have been omitted because the information required to be set forth herein is not applicable or is shown either in the consolidated financial statements or the notes thereto.

II-4


 

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livermore, State of California, on this 29th day of April 2002.

  FORMFACTOR, INC.

  By:  /s/ STUART L. MERKADEAU
 
  Stuart L. Merkadeau
  Vice President of Intellectual Property

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

         
Name Title Date



Principal Executive Officer:        
 
/s/ IGOR Y. KHANDROS*

Dr. Igor Y. Khandros
  President, Chief Executive Officer and Director   April 29, 2002
 
Principal Financial Officer and Principal
Accounting Officer:
       
 
/s/ JENS MEYERHOFF*        

       
 
Jens Meyerhoff
  Senior Vice President, Chief Financial Officer and Secretary   April 29, 2002
 
Additional Directors:        
 
/s/ JOSEPH R. BRONSON*

Joseph R. Bronson
  Director   April 29, 2002
 
/s/ WILLIAM H. DAVIDOW*

Dr. William H. Davidow
  Director   April 29, 2002
 
/s/ G. CARL EVERETT, JR.*

G. Carl Everett, Jr.
  Director   April 29, 2002
 
/s/ WILLIAM J. HARDING*

Dr. William J. Harding
  Director   April 29, 2002
 
/s/ JAMES A. PRESTRIDGE*

James A. Prestridge
  Director   April 29, 2002
 
*By: /s/ STUART L. MERKADEAU

Stuart L. Merkadeau,
Attorney-in-Fact
April 29, 2002
       

II-5


 

EXHIBIT INDEX

         
Exhibit
Number Exhibit Title


  10.25†     Intel Corporation Purchase Agreement — Capital Equipment and Services by and between Intel Corporation and the Registrant dated January 8, 2001, and as amended on January 22, 2001, on March 1, 2001, and on April 1, 2001.


† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Registration Statement and have been filed separately with the Securities and Exchange Commission.
<PAGE>
                                                                   EXHIBIT 10.25

                                                CONFIDENTIAL TREATMENT REQUESTED


                     INTEL CORPORATION PURCHASE AGREEMENT --
                         CAPITAL EQUIPMENT AND SERVICES

                                                      AGREEMENT NUMBER:  C-05673
                                                                       ---------
                                                      EFFECTIVE DATE:     1-8-01
                                                                     -----------
                                                      CNDA #:              43059
                                                             -------------------
BUYER:

Intel Corporation (and all divisions and wholly-owned subsidiaries, hereinafter
"BUYER" OR "INTEL"). 
5000 West Chandler Blvd. 
Chandler, AZ 85226

SELLER:

      FormFactor Inc.                                    (hereinafter "SELLER").
---------------------------------------------------------
      5166 La Ribera Street
---------------------------------------------------------
      Livermore, CA  94550
--------------------------------------------------------------------------------

ADDENDA ATTACHED HERETO AND         [X]     General Terms and Conditions of 
INCORPORATED HEREIN BY REFERENCE            Purchase Agreement - Capital
                                            Equipment and Services
                                            (MARK "X" WHERE APPLICABLE):

                                    [X]     A    Additional Terms and Conditions
                                                 Applicable to all Equipment
                                                 Models, Spare Parts, and 
                                                 Services
                                    [X]     B    Alcohol and Drug Free Workplace
                                                 Directive
                                    [X]     C    Protection of Buyer's 
                                                 Information Assets
                                    [ ]     D    Equipment Specific Terms and 
                                                 Conditions
                                    [ ]     E    Training and Documentation 
                                                 Requirements
                                    [ ]     F    Spare Parts Price List
                                    [ ]     G    Pricing for Services and 
                                                 Training
                                    [ ]     H    Third Party Technology Escrow
                                    [ ]     I    Spare Parts Consigned Inventory
                                                 Program
                                    [ ]     J    FSE Curriculum Summary
                                    [X]     K    Negotiated Changes
                                    [X]     L    Pricing and Lead-time
                                    [X]     M    Procurement Specification
                                    [X]     N    Subassembly/Electrical 
                                                 Specification

During the term of this Agreement and any extension thereto,
 Buyer may purchase
and Seller shall accept all Releases for Items and Services in accordance with
the prices and the terms and conditions contained in this Agreement. Any and all
Releases, as may be issued by the Buyer, shall reference this Agreement and be
governed solely by the terms and conditions of this Agreement notwithstanding
any preprinted terms and conditions on Seller's acknowledgment or Buyer's
Release. Any additional or different terms as may be contained in Seller's
documents are hereby deemed to be material alterations, and Buyer hereby gives
notice of objection to and rejection of such material alterations.

INTEL CORPORATION                       SELLER


Signed: /s/ William E. deDiego          Signed: /s/ Larry Anderson
       -------------------------------          --------------------------------
By: William E. deDiego                  By: Larry Anderson
    ----------------------------------      ------------------------------------
Title: Commodity Manager                Title: Director U.S. Sales
       -------------------------------         ---------------------------------
Date: 1-8-01                            Date: 1-14-01
      --------------------------------        ----------------------------------


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.


<PAGE>

GENERAL TERMS AND CONDITIONS OF PURCHASE AGREEMENT -- CAPITAL EQUIPMENT AND
SERVICES


1.   DEFINITIONS.

A.   "CONSUMABLE" means a Spare Part whose life expectancy and mode of failure
     is known or predictable during the normal operation of the Equipment and
     that should meet the normal attributes of schedulable and predictable
     demand and life expectancy of less than * * *.

B.   "CUSTOM ITEMS" mean those Items manufactured by Seller for sale exclusively
     to Buyer for which a minimum of twenty-five percent (25%) of Seller's cost
     pertaining to the Items is directly attributable to the customization for
     Buyer as set forth in the Purchase Spec.

C.   "CONSIGNMENT" means any spare part owned by the Seller which Buyer chooses
     to hold on-site, or Seller holds off-site, at Buyer's discretion, to help
     Seller meet the Equipment availability requirements or productivity as
     defined in the Purchase Spec.

D.   "EQUIPMENT" means whole systems that produce the required output per the
     applicable Equipment configuration and system performance specifications
     set forth in the Purchase Spec for each Equipment model or as otherwise
     agreed in writing by the parties.

E.   "FACILITIZATION" means placement and rough hook-up of electrical, gas, and
     vacuum utilities to the Items.

F.   "FORECAST(s)" means the quantity of Items or Services that Buyer reasonably
     anticipates it may purchase during a specified time.

G.   "HAZARDOUS MATERIALS" mean dangerous goods, chemicals, contaminants,
     substances, pollutants or any other materials that are defined as hazardous
     by relevant local, state, national, or international law, regulations and
     standards.

H.   "ITEMS" means either singly or collectively, as the context indicates:
     Equipment; Equipment components; software; hardware; Spare Parts; upgrades,
     retrofits, modifications, and enhancements to any of the foregoing
     purchased separately; or other goods which Seller is to sell to Buyer as
     set forth in this Agreement.

I.   "LEAD-TIME" means the agreed number of calendar weeks or days from the date
     a Release is issued for an Item to the date the Item is to be received by
     the Seller.

J.   "NON-CONSUMABLE" means a Spare Parts that is not replaced routinely and has
     an unpredictable life expectancy and that is typically replaced or repaired
     due to failures or deteriorating performance (quality and output).

K.   "OTD" or "ON-TIME DELIVERY" means a percentage computed for each Buyer site
     for each (Buyer work week calendar) month equal to: the number of Releases
     for Items received by such site which are (i) complete and (ii) delivered
     to the * * *.

L.   "PURCHASE SPEC" means the agreed Equipment Purchase Specification as set
     forth in Addendum D for each Equipment model purchased or to be purchased
     pursuant to this Agreement.

M.   "RELEASE" means Buyer's purchase order or change order to ship a definite
     quantity of Items or to provide Services to a specified schedule.

N.   "SERVICES" means the work to be performed by Seller including, but not
     limited to: installation, process qualification, maintenance, warranty
     repair, service call, continuous improvement, Equipment
     upgrades/modification, and extended service contracts as set forth in
     Addendum A and/or any Buyer factory specific Scope Of Work ("Scope of Work"
     or "SOW").

O.   "SPARE PART(s)" mean Consumable and/or Non-Consumable Spare Parts.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                               2

<PAGE>
2.   TERM OF AGREEMENT.

     A.   This Agreement shall be effective for * * * (* * *) years from the
          Effective Date.

     B.   At Buyer's option, Items for which a Release has been issued prior the
          expiration of this Agreement may be scheduled for delivery up to * * *
          (* * *) months following such expiration or for such longer period as
          may be required to complete delivery.

3.   PRICING.

     A.  Prices for Items, Training and Services set forth herein shall remain
         fixed or decline for the duration of this Agreement unless agreed
         otherwise in writing by the parties.

     B.  Throughout the term of this Agreement and any extensions thereto,
         Seller warrants to Buyer that the prices set forth in this Agreement or
         any addendum or amendment, in conjunction with the discounts offered
         herein for any Item or equivalent Service, reflect the Seller's lowest
         price charged any customer of Seller for that Item or equivalent
         Service regardless of any special terms, conditions, rebates or
         allowances of any nature. If Seller sells any Item or provides
         equivalent Service to any other customer at a price less than the price
         set forth in this Agreement or any addendum or amendment, Seller shall
         adjust its price to the lower price for all future invoices for such
         Item or Service and rebate to Buyer an amount equal to the difference
         in the price paid by Buyer and the lower price for any invoices already
         paid by Buyer for such Item or Service. In addition, Buyer may adjust
         the prices for any Item or Service invoiced by Seller and unpaid by
         Buyer to reflect the lower price. Each of the above adjustments and the
         rebate shall be calculated from the date the Seller first sells the
         Item or Service at the lower price. In the event the Seller offers a
         lower price either as a general price drop or to specific customer(s)
         for any reason, Seller shall immediately notify Buyer of this price and
         adjust Buyer's pricing to meet the new pricing structure.

     C.   Buyer reserves the right to have Seller's records inspected and
          audited to ensure compliance with this Agreement. At Buyer's option,
          or upon Seller's written request, such audit will be performed by an
          independent third party at Buyer's choice and expense. The audit will
          assume all Items sold under this Agreement are standard Items unless
          otherwise specified in this Agreement.

          (i)  Seller shall have the option to review the auditor's report prior
               to the release of such report to Buyer. If Seller disagrees with
               the auditor's report for any reason, Seller shall have the right
               to issue a letter in response, which will be included with the
               auditor's report to the Buyer.

          (ii) If discrepancies are found during the audit and price adjustments
               are required to be paid by the Seller to the Buyer, Seller shall
               reimburse Buyer for all costs associated with the audit, along
               with a single payment covering the price adjustments within
               thirty (30) days after the completion of the audit. The results
               of such audit shall be kept confidential by the auditor and, if
               conducted by a third party, only Seller's failures to abide by
               the obligations of this Agreement shall be reported to Buyer.

     D.   Applicable taxes and other charges such as duties, customs, tariffs,
          imposts, and government imposed surcharges shall be paid for by Seller
          without reimbursement from Buyer as part of the purchase price for
          Items and Services. In the event that Buyer is prohibited by law from
          remitting payments to the Seller unless Buyer deducts or withholds
          taxes therefrom on behalf of the local taxing jurisdiction, then Buyer
          shall duly withhold such taxes and shall remit the remaining net
          invoice amount to the Seller. Buyer shall not reimburse Seller for the
          amount of such taxes withheld.

     E.   Additional costs, except those provided for herein or specified in a
          Release, will not be reimbursed without Buyer's prior written
          approval.

     F.   All prices are in U.S. dollars.

     G.   Seller shall provide Seller's annual audited financial statements and
          independent auditors' opinion to Buyer within three (3) months of the
          Seller's fiscal year-end date. Seller shall provide Seller's annual
          financial statements for


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                               3

<PAGE>

          Seller's equipment division/subsidiary and a signed management letter
          to Buyer within three (3) months of the Seller's fiscal year-end date.

4.   INVOICING AND PAYMENT.

     A.  Prompt payment discounts will be computed from the latest of: (i) the
         scheduled delivery date; (ii) the date of actual delivery; or (iii) the
         date a properly filled out original invoice or packing list is
         received. Payment is made when Buyer's check is mailed or EDI funds
         transfer initiated.

     B.  Original hard-copy invoices shall be mailed or delivered by courier.
         Invoices shall include: Purchase Agreement number from the Release,
         purchase order number, line item number, Release number, part number,
         complete bill to address, description of Items, quantities, Buyer part
         number, listing of and dates of Services provided, unit prices and
         extended totals in U.S. dollars. Any applicable taxes or other charges
         such as duties, customs, tariffs, imposts and government imposed
         surcharges shall be stated separately on Seller's invoice. Payment of
         an invoice shall not constitute acceptance of the Item or Service.

     C.   Seller shall be fully responsible for, indemnify and hold Buyer
          harmless from any and all payments to its vendors or subcontractors
          utilized in the performance of Services.


     D.  Except for each new Equipment model, payment on Equipment shall be as
         follows: * * * percent (* * * %) net * * * (* * *) days from ship date;
         * * * percent (* * * %) net * * * (* * *) days from the final
         acceptance date. If final acceptance of the Equipment is delayed beyond
         * * * (* * *) days from the date of shipment due to no fault of the
         Seller, Buyer will pay the balance of * * * percent (* * * %) net * * *
         (* * *) days from the date of shipment. On each Equipment model that
         Buyer purchases for the first time, payment shall be * * * percent (* *
         *%) net * * * (* * *) days from shipment; * * * percent (* * *%) net *
         * * (* * *) days from the final acceptance date. Seller shall submit
         Buyer acceptance certificate or non-acceptance certificate at
         completion of final acceptance tests.


     E.  Payment on all Items and Services other than Equipment shall be * * *
         percent (* * *%) net * * * (* * *) days after * * *.

     F.  Seller agrees to invoice Buyer no later than * * * (* * *) days after
         completion of Services or the delivery of Item(s) to the FCA point.
         Buyer will not be obligated to make payment against any invoices
         submitted after such period. In addition, if Seller exceeds * * * 
         (* * *) * * * without providing written documentation with the purpose
         to collect payment on any invoice, Buyer shall not be obligated to make
         payment against such invoice regardless of initial invoice submittal.

5.   TERMINATION FOR CONVENIENCE.

      A. Buyer may terminate any Release placed hereunder, in whole or in part,
         at any time for its sole convenience by giving written notice of
         termination to Seller. Upon Seller's receipt of such notice, Seller
         shall, unless otherwise specified in such notice, immediately stop all
         work hereunder, give prompt written notice to and cause all of its
         vendors or subcontractors to cease all related work and, at the request
         of Buyer, return any materials provided to Seller by Buyer.

     B.  There shall be no charges for termination of orders for standard Items
         or for Services not yet provided. Buyer will be responsible for payment
         of authorized Services and Items already provided by Seller but not yet
         invoiced. Paragraphs C through E of this Section 5 shall govern Buyer's
         payment obligation for Custom Items. Notwithstanding anything to the
         contrary, Seller shall not be compensated in any way for any work done
         after receipt of Buyer's notice, nor for any costs incurred by Seller's
         vendors or subcontractors after Seller receives the notice, nor for any
         costs Seller could reasonably have avoided, nor for any indirect
         overhead and administrative charges or profit of Seller.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                               4

<PAGE>

     C.   Any claim for termination charges for Custom Items must be submitted
          to Buyer in writing within * * * (* * *) days after receipt of Buyer's
          termination notice along with a summary of all mitigation efforts.

     D.   Seller's claim may include the net cost of custom work in process
          scheduled to be delivered within * * * (* * *) days and which must be
          scrapped due to the cancellation. Seller shall, wherever possible,
          place such custom work in process in its inventory and sell it to
          other customers. In no event shall such claim exceed the following
          cancellation schedule for Equipment .

              * * *

          Upon payment of Seller's claim, Buyer shall be entitled to all such
          work and materials paid for.

     E.   Before assuming any payment obligation under this section, Buyer may
          inspect Seller's work in process and audit all relevant documents
          prior to paying Seller's invoice.

     F.   Notwithstanding anything else in this Agreement, failure to meet the
          delivery date(s) in the Release shall be considered a material breach
          of contract and shall allow Buyer to terminate the order for the Item
          and/or any subsequent Releases without any liability whether the
          Release was for standard or Custom Items.

6.   CONTINGENCIES.

     Neither party shall be responsible for its failure to perform due to causes
     beyond its reasonable control such as acts of God, fire, theft, war, riot,
     embargoes or acts of civil or military authorities. If delivery of Items or
     the performance of Services is to be delayed by such contingencies, Seller
     shall immediately notify Buyer in writing. If the delay is greater than
     thirty (30) days from the date of the notice, Buyer will have the option,
     in its sole discretion, to either (i) extend time of delivery or
     performance, or (ii) terminate the uncompleted portion of the order at no
     cost of any nature to Buyer.

7.   DELIVERY, RELEASES AND SCHEDULING.

     A.   Any Forecasts provided by Buyer are for planning purposes only and do
          not constitute a Release or other commitment by Buyer. Buyer shall
          have no obligation to and may, at its sole discretion, issue Releases
          under this Agreement. Buyer shall be responsible only for Items or
          Services for which it has issued Releases hereunder.

     B.   Seller shall notify Buyer's purchasing agent, (as noted on the
          Release), within * * * (* * *) hours if Seller is unable to make any
          scheduled delivery of Items or perform Services as scheduled and state
          the reasons. Such notification by Seller shall not affect Buyer's
          termination rights under Section 5.

     C.   Seller agrees to acknowledge each Release to Buyer (as noted on the
          Release) within * * * (* * *) hours after receipt of the Release.

     D.   Buyer may place any portion of a Release on hold by notice that will
          take effect immediately upon receipt. Releases placed on hold will be
          rescheduled or cancelled within * * * (* * *) days. Any Release
          cancelled shall be subject to the terms and conditions of Section 5.

     E.         * * *

     F.   Seller agrees that all Items will be delivered ready for shipment to
          the FCA point on the exact date specified in the Release ("Ship
          Date"). Late deliveries of any Items except Spare Parts (as measured
          by adherence to the Ship Date on the most recent Release or
          contractual committed lead-time, whichever is earlier) will result in,
          at Buyer's option, a price reduction (or debit to Seller's account) on
          such late Items of * * * percent (* * *%) for each calendar day late.
          In addition, Seller shall deliver, at its sole cost and expense, any
          late shipment of Items by expedited freight as instructed to Buyer's
          site. If Seller is unable to commit to the lead-times as defined in
          the Equipment Specific Terms and Conditions, the price reduction for
          late deliveries shall apply to the earlier of the committed Ship Date
          or the lead-time date calculated in accordance with Equipment Specific
          Terms and Conditions. Early deliveries of


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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          Items (as measured by adherence to the Ship Date on the most recent
          Release) will result in a price reduction of * * * dollars ($* * *)
          for each calendar day that an Item is delivered early. Partial
          deliveries are counted as late shipments and will only be considered
          complete when all Items, (and other Spare Parts required to install
          and qualify Equipment, if applicable) have been shipped. Equipment
          shipments will not be considered complete until the Environmental
          Health and Safety documentation outlined in Sections 1.14 and 1.16 has
          been completed and provided to Buyer. Buyer shall have the option to
          terminate the Release, in whole or in part, with no cancellation
          charge for any Equipment not delivered to FCA point on the Ship Date.
          Seller will be responsible for any costs incurred by Buyer in
          obtaining cover in the event of such termination.

     G.   * * *

     H.   At Buyer's discretion, * * *.

     I.   Seller will, as required by Buyer, * * *, and Buyer will * * * at such
          times and for such periods as may be determined by Buyer.

     J.   Configuration and other Buyer-requested or Buyer-approved changes that
          result in Ship Date changes will be reflected on a change order to the
          Release showing the revised ship and delivery dates subject to Section
          7F.

     K.   Seller will notify Buyer in writing of the planned obsolescence of any
          Item or part revision and will make that Item available to the Buyer
          for a minimum of one hundred eighty (180) days after the notice,
          during which time Buyer will have the option to place a final Release
          for such Items for delivery after the one hundred eighty (180) day
          notice. Buyer may return obsolete Items within ninety (90) days after
          written notification of part revision or obsolescence, at no cost. If
          any warranty return claims are made for such discontinued Items, then
          such returns will be subject to the warranty provisions in Section 8.

8.   ACCEPTANCE AND WARRANTIES.

     A.   All Items purchased by Buyer are subject to inspection and test
          (source inspection) before being allowed to ship from Seller's
          factory. Source inspection requirements are described in the Purchase
          Spec unless agreed otherwise in writing by the parties. Seller shall
          be responsible for source inspections and shall provide Buyer with
          written certification that Items tested have passed source inspection
          and comply in all respects with the requirements described in the
          Purchase Spec. Buyer may participate, as it deems necessary, in source
          inspections. If any inspection or test is made on Seller's premises,
          Seller shall provide Buyer with reasonable facilities and assistance
          at no additional charge.

          (i)  Notwithstanding any source inspection or testing at Seller's
               premises, all Items purchased by Buyer are subject to Buyer's
               inspection and test (qualification) before final acceptance at
               Buyer's premises. Final acceptance requirements are described in
               the Purchase Spec unless agreed otherwise in writing by the
               parties. Items, other than Equipment, rejected by Buyer as not
               conforming to the Purchase Spec may be returned to Seller at
               Seller's risk and expense and, at Buyer's option, such Item shall
               be immediately repaired or replaced

          (ii)  If Equipment does not pass final acceptance criteria, due to no
                fault of Buyer, within * * * (* * *) days of delivery, then 
                Buyer may give written notice to Seller of failure to meet final
                acceptance criteria on time. If Equipment does not meet final
                acceptance criteria within * * * (* * *) days of such notice,
                Buyer may, at Buyer's option; (a) return the Equipment for full
                credit or (b) have the Equipment replaced with new Equipment
                within * * * (* * *) days of Buyer's written election of option,
                or (c) initiate Buyer's escalation procedures per part 3
                (Services) section 7 (escalation) of Addendum A.

          (iii) Acceptance and/or inspection by Buyer shall in no event
                constitute a waiver of Buyer's rights and remedies with regard
                to any subsequently discovered defect or nonconformity.

     B.   Seller warrants to Buyer that all Items provided by Seller for
          delivery hereunder shall conform in all respects to the Purchase Spec;
          be free from defects in material and workmanship and be new, of the
          grade and quality specified.


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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          (i)   If an Item delivered hereunder does not comply with any of the
                above warranties, Buyer shall notify Seller as soon as
                practicable and at Buyer's option, Seller shall repair or 
                replace the defective Item, at its sole cost and expense, or
                refund the purchase price. Seller shall also be responsible for
                and pay the cost of shipping of all Items not conforming to the
                warranties and will bear the risk of loss of such Items while in
                transit and any other costs reasonably associated with a
                nonconforming Item, such as, the cost to deinstall the Item.

          (ii)  The warranty period for Equipment shall apply for * * * (* * *)
                years (both Spare Parts and Service) starting from the date of
                final acceptance of the Equipment. The warranty for additional
                Spare Parts, Service, Equipment conversion kits, Equipment
                upgrades or Equipment modifications shall apply for * * * 
                (* * *) year from the date of installation of the Item or for 
                the Item's remaining warranty period, whichever is longer. 
                Seller shall perform warranty work * * * (* * *) hours per day, 
                * * * (* * *) days per week. Seller will offer and Buyer may 
                purchase additional periods of warranty.

          (iii) In conjunction with the warranty period, Seller shall perform
                all preventative maintenance on a mutually agreeable schedule.

          (iv)  At Buyer's option the labor value of the warranty, or the 
                purchase price of an extended warranty (if purchased with the
                Equipment), can be credited against a Service contract prior to
                the end of the warranty period. All warranty terms will continue
                to apply throughout the term of any Service contract or extended
                warranty period.

          (v)   Seller shall send Buyer notices at * * * (* * *) days and * * *
                (* * *) days prior to the warranty expiration date for an Item
                explaining the extended warranty options and costs.

     C.   Seller further warrants that all Items furnished hereunder will not
          infringe any third party's intellectual property rights, and that
          Seller has the necessary right, title, and interest to provide said
          Items and Services to Buyer free of liens and encumbrances.

     D.   All of the above warranties shall survive any delivery, inspection,
          acceptance, payment, or resale of the Items.

     E.   Seller warrants that all Services provided shall be performed in
          accordance with good workmanlike standards and shall meet the
          descriptions and specifications provided on Addendum A or a SOW.
          Seller shall guarantee workmanship for * * * after Services are
          provided unless agreed otherwise in writing by the parties. Seller
          shall promptly correct any non-conforming or defective workmanship at
          no additional cost to Buyer.

     F.   Notwithstanding anything to the contrary contained in this Agreement,
          Seller represents and warrants that there will be no disruption in the
          delivery of Items or Services under this Agreement as a result of or
          due to the date change from and between December, 1999, and January,
          2000, nor due to the year 2000 being a leap year.

9.   PURCHASE SPECIFICATIONS, IDENTIFICATION AND ERRATA.

     A.   Seller shall not modify the purchase specifications for any Item or
          Services without the prior written approval of the Buyer.

     B.   Seller shall cooperate with Buyer to provide configuration control and
          traceability systems for Items and Services supplied hereunder.

     C.   Seller shall provide Buyer with an errata list for each Item and shall
          promptly notify Buyer in writing of any new errata with respect to the
          Items.

10.  PACKING AND SHIPMENT.

     A.   All Items shall be prepared for shipment in a manner which: (i)
          follows good commercial practice, (ii) is acceptable by common
          carriers for shipment at the lowest rate, and (iii) is adequate to
          ensure safe arrival. If Buyer requests, Seller will package Items for
          cleanroom delivery, per Buyer specification. Seller shall mark all
          containers with necessary lifting, handling, unpacking and shipping
          information, Release number, Buyer's Item Identification number or
          part number, description, Line item number, date of shipment and the
          names of the Buyer and Seller.


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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     B.   All Equipment shall be delivered FCA (Seller's dock) according to July
          1990 Incoterms. Buyer shall notify Seller of the method of shipment.
          If no instructions are given, Seller shall select the most cost
          effective carrier based upon Buyer's required delivery date. Title and
          risk of loss to Equipment shall pass to Buyer upon delivery to the FCA
          point.

     C.   All Items other than Equipment shall be Delivered Duty Paid ["DDP";
          July 1990 Incoterms] Buyer's dock for Non-Free Trade zone factory
          sites or Delivery Duty Unpaid ["DDU"; July 1990 Incoterms] Buyer's
          dock for Free Trade zone factory sites as specified in the Release.
          Title and risk of loss for all Items other than Equipment shall pass
          to Buyer upon delivery of Items to Buyer's dock.

11.  OWNERSHIP AND BAILMENT RESPONSIBILITIES.

     A.   Any specifications, drawings, schematics, technical information, data,
          tools, dies, patterns, masks, gauges, test equipment and other
          materials furnished to Seller or paid for by Buyer shall (i) remain or
          become Buyer's property, (ii) be used by Seller exclusively for
          Buyer's orders, (iii) be clearly marked as Buyer's property, (iv) be
          segregated when not in use, (v) be kept in good working condition at
          Seller's expense, and (vi) be shipped to Buyer promptly on Buyer's
          demand or upon termination or expiration of this Agreement, whichever
          occurs first. Any such property furnished by Buyer to Seller that is
          marked or otherwise noted by Buyer as being confidential information
          will be treated by Seller in accordance with Section 12 hereafter.

     B.   Seller shall be liable for any loss of or damage to Buyer's property
          while in Seller's possession or control, ordinary wear and tear
          excepted.

12.  CONFIDENTIALITY AND PUBLICITY.

     A.   During the course of this Agreement, either party may have or may be
          provided access to the other's confidential information and materials.
          Additionally, Seller may be engaged to develop new information for
          Buyer, or may develop such information during the performance of
          Services, which information will become, upon creation, Buyer's
          confidential information unless otherwise agreed in writing. Provided
          information and materials are marked in a manner reasonably intended
          to make the recipient aware, or the recipient is sent written notice
          within forty-eight (48) hours of disclosure, that the information and
          materials are "Confidential", each party agrees to maintain such
          information in accordance with the terms of this Agreement and the
          CNDA referenced on the signature page of this Agreement and any other
          applicable separate nondisclosure agreement between Buyer and Seller.
          At a minimum each party agrees to maintain such information in
          confidence and limit disclosure on a need to know basis, to take all
          reasonable precautions to prevent unauthorized disclosure, and to
          treat such information as it treats its own information of a similar
          nature, until the information becomes rightfully available to the
          public through no fault of the non-disclosing party. Seller's
          employees who access Buyer's facilities may be required to sign a
          separate access agreement prior to admittance to Buyer's facilities.
          Furthermore, Seller will furnish a copy of Addendum C to each of its
          employees, agents and subcontractors who perform work or Services on
          Buyer's premises or facilities or otherwise has access to Buyer's
          classified and proprietary information, networks or software, and will
          take reasonable steps to assure Buyer that all such have read and
          understood Addendum C. Seller shall not use any of the confidential
          information created for Buyer other than for Buyer.

     B.   Neither party may use the other party's name in advertisements, news
          releases, publicity statements, financial statement filings (unless in
          areas specifically required to meet General Accepted Accounting
          Principles (GAAP) or Securities Exchange Commission (SEC) filing
          requirements or disclose the existence of this Agreement, nor any of
          its details or the existence of the relationship created by this
          Agreement, to any third party without the specific, written consent of
          the other. If disclosure of this Agreement or any of the terms hereof
          is required by applicable law, rule, or regulation, or is compelled by
          a court or governmental agency, authority, or body: (i) the parties
          shall use all legitimate and legal means available to minimize the
          disclosure to third parties of the content of the Agreement, including
          without limitation seeking a confidential treatment request or
          protective order; (ii) the disclosing party shall inform the other
          party at least ten (10) business days in advance of the disclosure;
          and (iii) the disclosing party shall give the other party a reasonable
          opportunity to review and comment upon the disclosure, and any request
          for confidential treatment or a protective order pertaining thereto,
          prior to making such disclosure. The parties may disclose this
          Agreement in confidence to their respective legal counsel,
          accountants, bankers, and financing sources as necessary in connection
          with obtaining services from such third parties. The obligations
          stated in this section shall survive the expiration or termination of
          this Agreement.

                                                                               8

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     C.   Neither party may use the other party's name or trademarks in
          advertisements, brochures, banners, letterhead, business cards,
          reference lists, or similar advertisements without the other's written
          consent.

13.  INTELLECTUAL PROPERTY INDEMNITY.

     A.   Seller shall indemnify and hold Buyer and its customers harmless from
          any and all costs, expenses (including reasonably attorneys' fees),
          losses, damages or liabilities incurred because of actual or alleged
          infringement of any patent, copyright, trade secret, trademark,
          maskwork or other intellectual right arising out of the use or sale by
          Buyer or Buyer's customers of Items or Buyer's products manufactured
          using the Item(s). Buyer shall notify Seller of such claim or demand
          and shall permit Seller to participate in the defense or settlement
          thereof.

     B.   If an injunction issues as a result of any claim or action, Seller
          agrees, at its sole cost and expense, and Buyer's option to either:
          (i) procure for Buyer the right to continue using Items, (ii) replace
          the Items with non-infringing Items or (iii) modify the Items so they
          become non-infringing. If, despite Seller's best efforts, none of the
          foregoing options are available, Buyer may at its option return the
          Item at Seller's sole cost and expense, and Seller shall refund to
          Buyer the purchase price of the Item.

     C.  Seller's obligations pursuant to this Section 13 shall not apply where:
         (i) custom Items are manufactured to Buyer's detailed design and such
         design is the cause of the claim; or (ii) Items are used in combination
         with Equipment, software or other products not supplied, required or
         recommended by Seller and such infringement would not have occurred but
         for such combination.

     D.   THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES FLOWING
          BETWEEN BUYER AND SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM
          BY A THIRD PARTY.

14.  HAZARDOUS MATERIALS.

     A.   IF ITEMS OR SERVICES PROVIDED HEREUNDER INCLUDE HAZARDOUS MATERIALS,
          SELLER REPRESENTS AND WARRANTS THAT SELLER AND ITS EMPLOYEES, AGENTS,
          AND SUBCONTRACTORS PROVIDING SERVICES TO BUYER UNDERSTAND THE NATURE
          OF AND HAZARDS ASSOCIATED WITH THE HANDLING, TRANSPORTATION, AND USE
          OF SUCH HAZARDOUS MATERIALS, AS APPLICABLE TO SELLER.

     B.   PRIOR TO CAUSING HAZARDOUS MATERIALS TO BE ON BUYER'S PREMISES, SELLER
          SHALL PROVIDE BUYER WITH MATERIAL SAFETY DATA SHEETS (MSDS) AND ANY
          OTHER DOCUMENTATION REASONABLY NECESSARY TO ENABLE BUYER TO COMPLY
          WITH THE APPLICABLE LAWS AND REGULATIONS, AND OBTAIN WRITTEN APPROVAL
          FROM BUYER'S SITE ENVIRONMENTAL, HEALTH, AND SAFETY (EHS)
          ORGANIZATION. BUYER WILL NOT GRANT APPROVAL WITHOUT SELLER'S AGREEMENT
          TO COMPLY WITH BUYER'S HAZARDOUS MATERIALS MANAGEMENT REQUIREMENTS.

     C.   SELLER WILL BE FULLY RESPONSIBLE FOR, DEFEND, INDEMNIFY AND HOLD BUYER
          HARMLESS FROM ANY CLAIM OR LIABILITY ARISING IN CONNECTION WITH (1)
          PROVIDING SUCH HAZARDOUS MATERIALS TO BUYER, OR (2) THE USE OF SUCH
          HAZARDOUS MATERIALS BY SELLER, ITS AGENTS OR SUBCONTRACTORS IN
          PROVIDING SERVICES TO BUYER.

     D.   SELLER HEREBY CERTIFIES THAT ITEMS SUPPLIED TO BUYER DO NOT "CONTAIN"
          ANY CLASS I OZONE DEPLETING SUBSTANCES, AS THOSE TERMS ARE DEFINED BY
          LAW.

     E.   EXCEPT AS PROVIDED HEREAFTER, ITEMS RETURNED TO SELLER BY BUYER WILL
          BE DECONTAMINATED FROM HAZARDOUS MATERIALS TO THE DEGREE PRACTICAL,
          REASONABLE, AND AS REQUIRED BY APPLICABLE LAW OR REGULATION. UPON
          REQUEST, BUYER SHALL PROVIDE APPROPRIATE DOCUMENTATION TO SELLER THAT
          THE RETURNED ITEMS HAVE BEEN DECONTAMINATED. IF SELLER IS FINANCIALLY
          RESPONSIBLE FOR SHIPPING THE RETURN ITEMS, SELLER WILL BE RESPONSIBLE
          FOR THEIR DECONTAMINATION, AND BUYER SHALL MAKE BUYER'S FACILITIES
          AVAILABLE TO SELLER FOR THE DECONTAMINATION.

15.  CUSTOMS CLEARANCE.

     Upon Buyer's request, Seller will promptly provide Buyer with a statement
     of origin for all Items and with applicable customs documentation for Items
     wholly or partially manufactured outside of the country of import.

16.  COMPLIANCE WITH LAWS AND RULES

                                                                               9

<PAGE>

     A.   Throughout the term of this Agreement and any extension thereto,
          Seller shall comply, at its sole cost and expense, with all applicable
          statutes, regulations, rules, ordinances, codes and standards (Laws)
          governing the manufacture, transportation or sale of Items or the
          performance of Services covered by this Agreement anywhere in the
          world. Without limiting the foregoing, in the United States (U.S.)
          this includes all applicable commerce, environmental , occupational
          safety, transportation and securities Laws and all employment and
          labor Laws governing Seller's personnel providing Services to Buyer.
          In complying with the Laws, it is understood and agreed that the
          Equipment shipped to all Buyer sites worldwide must be of a common
          configuration ("Copy Exactly) for use by all Buyer sites worldwide and
          comply with any and all product safety requirements described in the
          Purchase Spec or elsewhere in this Agreement. Any Copy Exactly
          exception must be mutually agreed to and documented in a configuration
          specification as a site specific option.

     B.   While on Buyer's premises or performing Services, Seller agrees to
          abide by all Buyer's rules and regulations that are provided to the
          Seller in writing; posted conspicuously or easily observed while on
          Buyer's premises or customarily followed or known by third party
          invitee, including, but not limited to security, heath, safety,
          environmental and hazardous material management rules and rules
          prohibiting the use of physical aggression against persons or
          property, harassment and theft. Seller will perform only those
          Services identified on Addendum A and will work only in areas
          designated for such Services. Seller shall take all reasonable
          precautions to ensure safe working procedures and conditions for
          performance on Buyer's premises and shall keep Buyer's site neat and
          free from debris.

     C.   Seller represents and agrees that it is in compliance with U.S.
          Executive Order 11246 and implementing EEO regulations, unless
          exempted or inapplicable, and that it has complied and will continue
          to comply with the U.S. Immigration Reform and Control Act of 1987.
          Seller shall indemnify and hold Buyer harmless from any penalties
          assessed against Buyer because of its violations of said laws due to
          its relationship with Seller under this Agreement.

17.  INSURANCE.

     A.   Without limiting or qualifying Seller's liabilities, obligations or
          indemnities otherwise assumed by Seller pursuant to this Agreement,
          Seller shall maintain, at its sole cost and expense, with companies
          acceptable to Buyer, Commercial General Liability and Automobile
          Liability Insurance with limits of liability not less than $* * * per
          occurrence and including liability coverage for bodily injury or
          property damage (1) assumed in a contract or agreement pertaining to
          Seller's business and (2) arising out of Seller's product, Services or
          work. Seller's insurance shall be primary, and any applicable
          insurance maintained by Buyer shall be excess and non-contributing.
          The above coverages shall name Buyer as additional insured, and shall
          contain a severability of interest clause.

     B.   Seller shall also maintain statutory Workers' Compensation coverage,
          including a Broad Form All States Endorsement in the amount required
          by law, and Employers' Liability Insurance in the amount of $* * * per
          occurrence. Such insurance shall include an insurer's waiver of
          subrogation in favor of Buyer.

     C.   If Seller is providing any professional service to Buyer, Seller shall
          maintain Professional Liability Insurance (including errors and
          omissions coverage) with liability limits not less than $* * *.

     D.   Seller shall provide Buyer with properly executed Certificate(s) of
          Insurance prior to commencement of any operation hereunder and shall
          notify Buyer, no less than 30 days in advance, of any reduction or
          cancellation of the above coverages.

18.  GENERAL INDEMNIFICATION.

     Seller agrees to protect, defend, indemnify and hold Buyer harmless from
     and against any and all claims, liabilities, demands, penalties,
     forfeitures, suits, judgments and the associated costs and expenses
     (including reasonable attorney's fees), which Buyer may hereafter incur,
     become responsible for or pay out as a result of death bodily injury to any
     person, destruction or damage to any property, contamination of or adverse
     effects on the environment and any clean up costs in connection therewith,
     or any violation of governmental law, regulation, or orders, caused, in
     whole or in part, by (a) Seller's breach of any term or provision of this
     Agreement, (b) any negligent or willful acts, errors or omissions by


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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     Seller, its employees, officers, agents, representatives or sub-contractors
     in the performance of Services under this Agreement; or (c) dangerously
     defective Items.

19.  RETENTION AND AUDITS

     Seller will maintain complete and accurate records of the Services
     performed under this Agreement for a period of three (3) years after the
     completion of these Services. Records relating to the performance of this
     Agreement shall be made available to Buyer upon reasonable notice.

20.  INDEPENDENT CONTRACTOR

     In performing Services under this Agreement, Seller shall be deemed an
     independent contractor. Its personnel and other representatives shall not
     be deemed agents or employees of Buyer. As an independent contractor,
     Seller will be solely responsible for determining the means and methods for
     performing the required Services. Seller shall have complete charge and
     responsibility for personnel employed by Seller. However, Buyer reserves
     the right to instruct Seller to remove from Buyer's premises immediately
     any of Seller's personnel who are in breach of Section 16 or 21 of this
     Agreement. Such removal shall not affect Seller's obligation to provide
     Services under this Agreement.

21.  SECURITY.

     Seller confirms that, to the best of its knowledge, employees of Seller
     performing work at Buyer's facilities have no record of criminal
     convictions involving drugs, assaultive or combative behavior or theft
     within the last five (5) years. Seller understands that such employees may
     be subject to criminal history investigations by Buyer at Buyer's expense
     and will be denied access to Buyer's facilities if any such criminal
     convictions are discovered. Seller also agrees to comply with Buyer's
     Alcohol and Drug-free Workplace Directive set forth in Addendum B.

22.  NEW DEVELOPMENTS.

     If development Services are to be provided pursuant to this Agreement or if
     at any time during the term of this Agreement, Buyer pays any fee to the
     Seller for development Services, the following terms and conditions shall
     apply unless agreed otherwise in writing by the parties:

     A.   All intellectual property associated with any ideas, concepts,
          techniques, inventions, processes, or works of authorship developed,
          created or conceived by Seller, its employees, subcontractors or
          agents while performing the development Services for Buyer or from
          proprietary and/or confidential information or materials belonging to
          Buyer (collectively, "Developments") shall belong exclusively to Buyer
          and be deemed the confidential information of Buyer. Seller agrees to
          assign (or cause to be assigned) and does hereby assign fully to Buyer
          all such Developments.

     B.   Buyer acknowledges and agrees that Seller shall retain sole and
          exclusive ownership of any invention, improvement, development,
          concept, discovery, or other proprietary information owned by Seller
          or in which Seller has an interest ("Seller IP"). Notwithstanding the
          foregoing, Seller agrees that if in the course of performing the
          Services, Seller incorporates any Seller IP into any Development
          developed hereunder, Buyer is hereby granted and shall have a
          nonexclusive, royalty free, perpetual, irrevocable, worldwide license,
          including the right to sublicense, under any such Seller IP to make,
          have made, use, import, prepare derivative works of, reproduce, have
          reproduced, perform, display, offer to sell, sell, or otherwise
          distribute such invention, improvement, development, concept,
          discovery, or other proprietary information as part of or in
          connection with such Development.

     C.   Seller shall assist Buyer, at Buyer's expense, in obtaining,
          registering, perfecting and enforcing all patents, trademarks, mask
          work rights or copyrights necessary to protect Buyer's interest in the
          Developments assigned to Buyer pursuant to Paragraph (a) above. This
          includes the disclosure of all pertinent information, the execution of
          applications, specifications, oaths and assignments and any other
          papers by Seller necessary to ensure said protection for Buyer. Upon
          Buyer's request, Seller shall execute an Assignment of Copyright to
          Buyer covering any copyrightable deliverable accepted by Buyer
          hereunder.

     D.   All documentation connected with the development Services or
          associated with Developments assigned to Buyer pursuant to Paragraph A
          above, shall be the exclusive property of Buyer. Upon Buyer's request,
          Seller shall make all such documentation available to Buyer.

                                                                              11

<PAGE>

23.  SOFTWARE AND DOCUMENTATION LICENSE.

     A.   DEFINITIONS:

          "SOFTWARE" means any software and/or firmware provided with, embedded
          in or that is necessary, required or normally provided by the Seller
          for the use and/or operation of Items, in object code form, including
          bug fixes, updates, enhancements, and new releases developed by Seller
          during the term of the Agreement.

          "DOCUMENTATION" means any and all user documentation and training
          materials necessary to instruct Buyer in the proper installation, use
          and operation of the Software or Items which accompany either Software
          or Items.

     B.   LICENSE GRANT: Seller grants to Buyer a fully paid, worldwide,
          transferable, non-exclusive, perpetual license, under all intellectual
          property rights owned or licensed by Seller and embodied in the
          Software and/or Documentation to install, copy and use the Software
          and use and distribute the Documentation internally in the operation
          of the Software or Items. Buyer may make a reasonable number of
          archived copies of Software for back-up purposes. Buyer may copy the
          Documentation or portions thereof, for internal use purposes. Buyer
          may not reverse engineer the Software.

     C.   RIGHT TO TRANSFER: Buyer may transfer the Software, Documentation and
          copies prepared in accordance paragraph 23 B, and all rights
          associated therewith, as part of the sale, lease or other transfer of
          all rights in Items for which the Software and Documentation were
          provided or required, provided that the Buyer retains no copies
          Software, Documentation and the transferee agrees to the terms and
          conditions of this Software and Documentation License,

     D.   OWNERSHIP. Seller shall retain all ownership interest in and to
          Software and Documentation, and except for the express rights and 
          license set forth herein, Buyer receives no other rights or license, 
          whether by implication, estoppel or otherwise.


     E.   WARRANTIES: Seller makes the following representations and warranties
          to Buyer regarding the Software:

          (1)  The Software will perform in conformance with the Purchase Spec;

          (2)  The Software does not contain any viruses at the time of delivery
               to Buyer;

          (3)  Seller has all necessary rights, title and interest to grant the
               rights set forth herein to Buyer, free of any claims, liens or
               conflicting rights in favor of any third party; and

          (4)  The Software (i) will function without error or interruption
               related to Date Data from more than one century; (ii) requires
               all Date Data (whether received from users, systems, applications
               or other sources) and all date output and results, in any form,
               to include an indication of century in each instance. As used
               herein, "Date Data" means any data or input, whether generated
               within the Item or communicated to it, which includes an
               indication of or reference to date. The foregoing is in addition
               to all other representations and warranties of Seller.

24.  MERGER, MODIFICATION, WAIVER, REMEDIES AND SEVERABILITY.

     A.   This Agreement and any Releases issued hereunder contains the entire
          understanding between Buyer and Seller with respect to the subject
          matter hereof and merges and supersedes all prior and contemporaneous
          agreements, dealings and negotiations. No modification, alteration or
          amendment shall be effective unless made in writing, dated and signed
          by duly authorized representatives of both parties.

     B.   No waiver of any breach hereof shall be held to be a waiver of any
          other or subsequent breach.

     C.   Buyer's rights and remedies herein are in addition to any other rights
          and remedies provided by law or in equity.

     D.   If any provision of this Agreement is determined by a court of
          competent jurisdiction to be invalid, illegal, or unenforceable, such
          determination shall not affect the validity of the remaining
          provisions unless Buyer determines in its discretion that the court's
          determination causes this Agreement to fail in any of its essential
          purposes.

25.  ASSIGNMENT.

                                                                              12

<PAGE>

     Neither party may assign or factor any rights in, nor delegate any
     obligations under this Agreement or any portion thereof, without the
     written consent of the other party. For purposes of this Section 25, the
     acquisition, merger, consolidation or change in control of Seller or any
     assignment by operation of law shall be deemed an assignment that requires
     Buyer's written consent. Buyer may cancel this Agreement for cause should
     Seller attempt to make an unauthorized assignment of any right or
     obligation arising hereunder.

26.  APPLICABLE LAW

     This Agreement shall be construed and interpreted in accordance with the
     laws of the State of Delaware, excluding Delaware's conflicts of law
     provisions. The provisions of the United Nations Convention on Contracts
     for the International Sale of Goods shall not apply to this Agreement. The
     parties agree that the predominance of this Agreement is the sale of goods,
     and agree that the Delaware version of the Uniform Commercial Code, Article
     2, shall be applicable to this Agreement.

27.  HEADINGS.

     The headings provided in this Agreement are for convenience only and shall
     not be used in interpreting or construing this Agreement.

28.  SPECIFIC PERFORMANCE.

     Notwithstanding anything to the contrary contained in this Agreement, the
     parties agree that the failure of the Seller to deliver an Item or perform
     a Services in accordance with the terms and conditions contained in this
     Agreement after the acceptance of a Release would cause irreparable damage
     to Buyer for which monetary damages would not provide an adequate remedy.
     Accordingly, it is agreed that, in addition to any other remedy to which
     Buyer may be entitled, at law or in equity, Buyer shall be entitled to
     injunctive relief to prevent breaches of the provisions of this Agreement
     by Seller, and an order of specific performance to compel performance of
     such obligations in any action instituted in any court of the United States
     or any state thereof having subject matter jurisdiction.

29.  SURVIVAL.

     The rights and obligations of the parties as contained in Sections 1, 3, 5,
     6, 8, 11, 12, 13, 14, 15, 16, 18, 19, 20, 22, 23, 24, 25, 26, 28, 29 and 30
     shall survive the termination or expiration of this Agreement along with
     any other right or legal obligation of a party created by a term or
     condition in any Addendum, SOW or Purchase Spec, which term or condition by
     its nature would survive the termination or expiration of the Agreement.

30.  ORDER OF PRECEDENCE.

     In the event of a conflict or inconsistency between the Terms and
     Conditions of this Agreement and its Addenda, Amendments, a Release or
     Purchase Spec the following order of precedence shall govern:

     1.   Any supplemental terms or instructions on the face of a Release
          accepted by Seller.

     2.   The Terms and Conditions of this Agreement and its Addenda and
          Amendments.

     3.  Purchase Spec.

                                                                              13

<PAGE>

                                   ADDENDUM A
                                        
      ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS,
                            SPARE PARTS AND SERVICES
                                        
                                        
                               PART I. EQUIPMENT.

1.   EQUIPMENT PERFORMANCE GUARANTEES

     For purposes of this section 1 of Part 1 addendum A only, the term
     "Availability Requirement" means the lesser of the Equipment availability
     requirement (or "utilization capability" or "100% uptime" requirement) as
     set forth in the Purchase Spec per SEMI E10-96. The warranty on a unit of
     Equipment will be extended one (1) month for each month that such Equipment
     performs below the Availability Requirement. Seller has the right to
     request a mutual review process, to review equipment performance data, at
     which Seller may exclude downtime caused by the Buyer in the availability
     calculations. This provision for warranty extensions does not apply until
     three (3) months after Equipment final acceptance. If the Availability
     Requirement is not met for more than six (6) consecutive months during the
     warranty period, Buyer may, at Buyer's option: (a) return Equipment for
     full credit; (b) obtain replacement parts, including major components, at
     no cost to Buyer; or (c) have the non-complying Equipment replaced with new
     Equipment within ninety (90) days. Warranty extensions may be reduced by
     one (1) month for every two (2) months that the Equipment performs better
     than three percent (3%) above the Availability Requirement. Buyer must be
     in general compliance with Seller's recommended or a mutually agreed upon
     preventative maintenance schedule for warranty extensions to be invoked.
     Extensions will be agreed upon within ninety (90) days after the month in
     which the Equipment performance dictated the extension.

2.   MODIFICATIONS AND UPGRADES

     A.   Buyer may require and Seller agrees to make any Equipment
          modifications needed to bring the Equipment into conformance with the
          Purchase Spec or, in the case of performance-based pricing (if such a
          pricing structure has been agreed to) to meet the Expected Improvement
          Rate (EIR).

     B.   Such modifications will be performed at no cost to Buyer. Prices for
          upgrades and modifications that exceed the Purchase Spec (current at
          time of installation) will be negotiated at the time Buyer grants
          authorization.

     C.   Seller offers to add Items currently offered or developed over the
          term of the Agreement, which Buyer does not currently purchase, to
          this Agreement, should Buyer choose to purchase such Items.

3.   CHANGE CONTROL

     A.   Buyer may require and Seller agrees to make any Equipment
          modifications needed to bring the Equipment into conformance with the
          Purchase Spec or, in the case of performance-based pricing (if such a
          pricing structure has been agreed to) to meet the Expected Improvement
          Rate (EIR). Such modifications will be performed at no cost to Buyer.
          Prices for upgrades and modifications that exceed the Purchase Spec
          (current at time of installation) will be negotiated at the time Buyer
          grants authorization. If the parties are unable to agreed a negotiated
          agree.

          i.   Seller shall not make changes to Items without prior written
               approval from Buyer.

          ii.  Changes include all hardware or software assembly modifications
               that affect the manufacturing environment, impact/require recipe
               alteration to match outputs, impact equipment
               installations/facilities hookup, affect the ergonomic or safety
               characteristics of the Equipment, and/or affect existing
               Equipment software. They may also include modifying Equipment,
               modules, software, subassemblies, parts associated with the
               manufacturing environment or process chemicals/consumables.

          iii. Seller must request approval for such changes by notifying Buyer
               of the proposed change by sending an Equipment change request
               notice to Buyer a minimum of * * * (* * *) days prior to any
               proposed change. This


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              14

<PAGE>

               notice shall include the specific change requested, reason for
               the change, specific change details, Items affected, and the
               impact to Equipment in the field.

          iv.  Seller shall provide rev-level control and traceability systems
               for Items supplied to Buyer hereunder.

          v.   In the case of Equipment on order but not yet shipped, formal
               modification of the Release is required for any change to the
               model, configuration, variance to the price, performance,
               acceptance specifications, or delivery schedule. No Equipment
               will be accepted or paid for that is in variance to what is shown
               on the Release unless formally authorized by a written change
               order.

4.   TRAINING & DOCUMENTATION

     A.   The drawings, documentation, and training materials must conform to
          the Intel specification 20-254 "DOCUMENTATION AND TRAINING
          REQUIREMENTS " defined in Addendum E. Training must be developed using
          either Performance-Based Equipment Training (PBET) or
          Criterion-Referenced Instruction (CRI) methodology and delivered by
          PBET certified instructors.

     B.   Buyer may purchase and Seller will make available training and
          documentation as defined in ADDENDUM G.

     C.   Buyer will review all supplied training and documentation and has
          authority to accept or reject it. Buyer will not give final approval
          until Seller has delivered all documentation referenced 20-254
          "DOCUMENTATION AND TRAINING REQUIREMENTS " defined in Addendum E.
          Final equipment payment will not be made until the requirements of
          this specification have been satisfactorily completed.

5.   SAFETY REVIEW AND NOTIFICATION

     A.   Seller warrants that the Equipment complies with SEMI S2 Safety
          Guidelines for Semiconductor Manufacturing Equipment OR be listed by a
          Nationally Recognized Testing Laboratory (NRTL) using the applicable
          standards AND comply with SEMI S8 Safety Guideline for
          Ergonomics/Human Factors Engineering of Semiconductor Manufacturing
          Equipment. Seller shall document conformance through an agreed upon
          third party at Seller's expense. Documentation of compliance listed in
          the Purchase Spec shall be provided to the Buyer three months prior to
          the date the Equipment is being shipped. Modifications necessary to
          bring the Equipment into compliance will be provided by Seller at no
          charge. Seller must have management and control systems for the
          effective management of product safety compliance.

     B.   Seller will notify Buyer's corporate purchasing representative,
          corporate technical representative, and corporate environmental health
          & safety representative immediately upon discovery of any actual or
          potential environmental, health or safety hazard with the Equipment,
          upon discovery. Determination of the scope and any containment and
          corrective actions required to cure such a hazard will be performed by
          Seller at no cost to Buyer. Should Seller not be able to cure, Seller
          shall provide a full refund of the Equipment purchase price to Buyer.

6.   EQUIPMENT RELIABILITY

     A.   Reliability Demonstration

          Seller agrees to use "Reliability Qualification Test" (RQT) plans
          (MIL-HDBK-781) to demonstrate, with 80% confidence, that the
          Equipment's reliability meets or exceeds the performance specification
          for reliability, based on testing of production systems and/or field
          data. This will be used to substantiate the claims of Equipment
          performance for each design. Testing will be performed by Seller on as
          many machines as required to establish the required confidence. If
          subsystems are tested individually, the subsystem goals must be
          apportioned from the systems goal.

     B.   Failure Modes and Effects Analysis

          Seller agrees it will complete Failure Modes and Effects Analysis
          (FMEA) studies on at least three of the most critical subsystems
          and/or those systems that contain new design concepts.

     C.   Fault Tree Analysis

                                                                              15

<PAGE>

          At least annually, Seller will perform Fault Tree Analysis (FTA) on no
          fewer than the top three known failure modes associated with each type
          of Equipment. This will document the largest limiters to the
          Equipment's reliability, and will be the foundation for developing a
          comprehensive plan for reducing or eliminating each of the failure
          modes.

     D.   Continuous Improvement/Upgrades

          With all continuous improvement projects and upgrade programs, Seller
          will:

          (i)  Perform FTA's on the existing problem or issue to verify that the
               most important root causes are understood and corrective actions
               are generated.

          (ii) Model and provide rationale for the design goals for the proposed
               solution.

          (iii) Perform FMEA's on the solution design.

          (iv) Execute an RQT to objectively verify the reliability of the
               solution.

7.   BUYER SPECIFIC PROCESS RECIPE DEVELOPMENT.

     If during the term of the Agreement, Buyer is required to develop Buyer
     specific process recipes ("Recipes") for Items at Seller's site, the
     parties agree as follows:

     A.   Seller shall designate a secured area at Seller's site for the use of
          Buyer's employees for the purpose of such process development work.
          During this development, Seller's employees will have no access to the
          area and at the conclusion of the development work, Buyer may delete
          any and all memory pertaining to the Recipes from the Items.

     B.   Seller acknowledges and agrees that all Recipes are the sole and
          exclusive property of Buyer and any information relating to Recipes
          disclosed to Seller by Buyer shall be deemed to be the Confidential
          Information of the Buyer and governed by the terms of the CNDA
          referenced on the signature page of this Agreement.

     C.   Seller may use the Confidential Information solely in conjunction with
          Items and agrees not disclose the Confidential Information to any
          third parties, including any affiliates, subsidiaries, parent or
          sister companies, without the prior written approval of Buyer.

     D.   Seller acknowledges and agrees that no license under any Buyer patent,
          copyright, trade secret or other intellectual property right is
          granted to or conferred upon Seller by the disclosure of any
          Confidential Information by Buyer to Seller as contemplated hereunder,
          either expressly, by implication, inducement, estoppel or otherwise,
          and that any license under such intellectual property rights must be
          express and in writing.

                                                                              16

<PAGE>

                              PART 2. SPARE PARTS.

1.   PARTS DEFINITIONS

     A.   "LEAD-TIME" means the number of calendar days from the date a Release
          is issued for an Item to the date the Item is to be shipped by the
          Seller.

     B.   "AVERAGE LEAD TIME" means the average of Lead Times for all Items
          delivered to Buyer within the Buyer's calendar month.

2.  SPARE PARTS DELIVERY

     A.   For emergency (e.g. down Equipment) Spare Parts, Seller will accept
          Releases eight (8) hours per day, Monday through Friday, fifty two
          (52) weeks per year and will ship such emergency Spare Part Releases
          within four (4) hours, and by the most expedient method possible. At
          Buyer's option, Seller will arrange shipment of such Spare Part or
          Buyer will arrange for pickup.

     B.   For non-emergencies, Seller guarantees spare parts will be shipped to
          Buyer's facilities after receipt of order no later than the following
          schedule (exclusive of transit time):


<TABLE>
<CAPTION>
                      TYPE OF PART                        LEAD TIME YEARS 1-2   LEAD TIME YEARS 3
                      ------------                        -------------------   -----------------
<S>                                                       <C>                   <C>
                      CONSUMABLES                                * * *                * * *

                      NON-CONSUMABLES                            * * *                * * *

                      CONSIGNMENT REPLENISHMENT                  * * *                * * *

                      REPAIRS                                    * * *                * * *

                      REPAIR EXCHANGE POOLS                      * * *                * * *
</TABLE>



          Seller shall report on a quarterly basis to Buyer's purchasing
          representatives Lead Time performance to commitment for parts shipped.

     C.   In any month (as defined by Buyer's work week calendar), if the OTD at
          any Buyer site falls below 98% ("Non-Conforming Month"), all spare
          parts ordered by that site during the calendar month measured will be
          given an additional discount (beyond that in Section 3.3 a.)
          according to the schedule below:


<TABLE>
<CAPTION>
                      OTD                                  ADDITIONAL DISCOUNT
                      ---                                  -------------------
<S>                                                        <C>
                      85% -- 97.9%                               * * *%

                      75% -- 84.9%                               * * *%

                      60% - 74.9%                                * * *%

                      less than 60%                              * * *%
</TABLE>



          These additional discounts per this section, shall be applied via a
          debit memo with Buyer's Accounts Payable (AP) department. Buyer's AP
          department shall begin applying the debit amount on the next Seller
          invoice received. Regardless of any discount, Seller shall ship any
          past due spare part within twenty-four (24) hours of availability.

3.   SPARE PARTS TERMS

     A.   Spare parts will be discounted twenty percent (20%) off of the
          Seller's published price list, or 20% off of lowest price charged by
          Seller to other customers, whichever is lower, as referenced in
          Addendum "Parts".

     B.   Within thirty (30) days after the Effective Date, Seller shall provide
          Buyer with a complete list of spare parts written in Excel spreadsheet
          format, which will be included in Addendum "Parts". The spare parts
          list will include Seller's


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              17

<PAGE>

          part number, manufacturer's part number and name (if different than
          Seller's part number), Lead-time per schedule in section 3.2b, unit
          price (repair and/or new), part description, discounted price to
          Buyer, and estimated consumption per year per machine and/or
          application. Seller shall also identify in the list those spare parts
          that are covered and not covered under Equipment warranties, or
          extended warranties, and are consumable or repairable. This list will
          also cross reference Intel part numbers, where applicable. Seller
          agrees to discount spare parts pricing by an additional 20% for
          non-compliance with 3.3b thirty days after the Effective Date.

     C.   Seller and Buyer shall jointly develop and manage a copy exactly spare
          parts list in order to stock the optimal level of spare parts at each
          Buyer site.

     D.   Consumable and Non-Consumable parts provided under warranty and/or
          service contracts will be provided by Seller at no cost to Buyer.
          Seller will pay all shipping costs including duty and insurance for
          warranty replacement parts. The name of a carrier and account number
          will be provided by Seller for warranty returns.

     E.   Seller will notify Buyer in writing 30 days prior to obsolescence of
          any part number or part revision and will make that part available to
          the Buyer for a minimum of 180 days after the notice. Buyer may return
          obsolete parts within 180 days after written notification of part
          revision or obsolescence for 100% of the original purchase value.

     F.   Buyer may return any parts up to 24 months after receipt of part for a
          full refund or credit of the original purchase value against any
          outstanding or future Seller invoices.

     G.   Spare parts will be supplied by Seller for at least seven years beyond
          the last Equipment purchase or end of product manufacturing, whichever
          is later. If Seller can no longer supply parts beyond seven years,
          Seller will furnish drawings and specifications for the parts with all
          the rights required to have such parts made by a second source
          supplier without compensation of any nature to Seller.

     H.   Parts delivered to Buyer must be pre-cleaned and bagged in accordance
          with Buyer's current Purchase Spec requirements, if any.

     I.   Seller will have a tracking system to collect failure analysis data on
          high usage parts, and will make such data available upon request.

     J.   Each Buyer site will have the option to stock consignment spares per
          terms referenced in Spare Parts Consigned Inventory Program Addendum
          I.

     K.   Cost of refurbished parts will not exceed 50% of new part cost without
          written notice from Seller and approval from Buyer.

4.   SPARE PARTS COST CONTROL

     A.   Adjustments to fixed costs of parts (either consumable or
          non-consumable) will be made under the following conditions:

          (i)  If Buyer and Seller agree to implement cost reduction programs,
               such as spare parts reliability improvements, alternate sourcing,
               value engineering, or re-specification of quality requirements,
               the fixed costs of parts shall be adjusted by the agreed upon
               amount of cost reduction due to such programs.

                                                                              18

<PAGE>

                                PART 3. SERVICES.

1.   APPLICABILITY

     The terms and conditions in this section apply to all Service work
     (installation, warranty, service call, extended service contract, etc.)
     performed by Seller at Buyer's facilities. In the case of extended service
     contracts, a separate scope of work for each service contract will be
     negotiated and will become a supplement to this Agreement.

2.   PRICING

     A.   Prices set forth in Addendum G and specific scopes of work (for
          extended service contracts) shall remain firm for the duration of this
          Agreement except as provided below.

     B.   Seller will decrease rates when they are determined not to be
          competitive with geographical labor rates.

     C.   If Seller decreases prices for Services furnished hereunder, the
          prices of any and all remaining Services under this Agreement shall be
          decreased.


3.   ALTERNATE USE OF SCOPE OF WORK PERSONNEL

     If, after receiving Buyer's approval, Seller utilizes personnel assigned
     under any factory-specific Scope of Work (SOW) to perform installation,
     warranty, or other work not included in such factory-specific SOW, Seller
     will credit to Buyer the value of all such work. The amount of any such
     installation, warranty, or other credits will be mutually agreed in
     advance. Buyer shall have the right to accept or reject any Seller requests
     to utilize personnel assigned under a factory-specific SOW to do any such
     work.

4.   EQUIPMENT PRE-DELIVERY AND START UP

     A.   Prior to Equipment installation, Seller shall participate in Buyer's
          installation design reviews, identify any flaws in the designs that
          would impair the successful installation of Seller's Equipment, and
          shall approve final design revisions.

     B.   After Buyer has completed Equipment Facilitation, Seller shall work
          the required amount of hours in order to ensure Equipment is installed
          and started up to meet Purchase Specification acceptance criteria and
          production ramp requirements. At a minimum, this shall include final
          connection, pre-safety certification hookup work, mechanical,
          electrical, software functionality testing, chemical functionality
          testing, acceptance to Purchase Spec criteria, and process module
          qualification (final acceptance). Buyer and Seller shall co-develop
          plans, Gantt charts or other tools that are necessary to ensure
          Equipment is ready for each phase of Buyer's production ramp.

5.   PROCESS MODULE QUALIFICATION

     A.   Seller shall participate as needed in process and module qualification
          and in integrating the Equipment into the manufacturing process.

     B.   Seller shall use mutually agreed procedures, practices and methodology
          for ensuring that the Equipment being installed matches the
          performance of similar Equipment installed in Buyer's facility.

     C.   Equipment matching shall include, but is not limited to, process
          matching, gauge matching, statistical and Equipment to Equipment
          matching in the same facility or in any of Buyer's facilities, subject
          to any limitation defined in the purchase Spec.

     D.   Buyer shall provide Seller with training to assist in Equipment,
          process and module characterization procedures.

     E.   Seller shall assist Buyer in streamlining the process within critical
          parameter requirements to achieve greater machine effectiveness and
          higher output volume.

6.   FIELD SERVICE SUPPORT

                                                                              19

<PAGE>

     A.   If equipment does not meet performance requirements and specifications
          as detailed in the Purchase Specification, Seller shall provide during
          the warranty period service engineer on Buyer's site during the first
          year at each of the new Buyers site installations. At no additional
          cost, should chronic problems persist, additional field service
          engineers will be dedicated to provide * * * on-site coverage, until
          Equipment consistently meets Purchase Specifications. Sites shall have
          the option of extending on-site coverage at a rate in accordance with
          Addendum "Service," provided Purchase Specifications have been
          achieved

     B.   Seller will provide worldwide field service support to ensure that the
          equipment meets or exceeds the performance specifications. Seller will
          (i) monitor and report data on performance to plan (by work week) at
          the required service contract, warranty and management reviews, (ii)
          actively participate in continuous improvement forums, such as, users
          groups, (iii) continuously improve their process capability,
          application knowledge, and support, (iv) train and certify their field
          service personnel so that they meet the requirements identified in
          this agreement, and (v) develop the appropriate escalation procedures
          for problem resolution and Equipment down situations.

7.   CONTINUOUS IMPROVEMENT

     A.   After the first Equipment is installed at a site, Buyer may require
          Seller to participate in a joint program to baseline and improve the
          performance of Seller's Equipment in Buyer's production applications.
          At the end of six months, Buyer and Seller shall review this baseline
          performance and establish long range continuous improvement goals. In
          no case shall baseline Equipment performance be less than parameters
          defined in the Purchase Specifications. Seller commits to a
          continuously improving Equipment Cost of Ownership (CoO).

     B.   Buyer shall administer and Seller support the use of performance
          report cards, continuous improvement programs such as Supplier
          Continuous Quality Improvement (SCQI), Sematech Standard Quality
          Assessment (SSQA), Supply Chain Risk Assessment (SCRA), or other
          quality improvement programs, along with management review meetings to
          monitor Seller's performance towards continuous improvement goals.

     C.   Seller shall work with Buyer to collect and analyze data through
          Buyer's automated data collection system and/or other data available
          to Seller and recommend corrections or improvements to Equipment.

8.   ESCALATION

     A.   Seller will provide telephone Technical Support on a * * * hours per
          day, * * * days per week, * * * per year with a * * * pager telephone
          response basis. Seller will also provide an escalation list with the
          phone numbers of at least three senior technical personnel. If a
          problem occurs with a piece of Seller's Equipment, Buyer shall
          immediately call Seller's Technical Support (or escalation list, if
          necessary).

     B.   If a problem with Equipment cannot be resolved by Buyer's personnel
          within * * * of such a call, Seller will have service personnel on
          Buyer's site within * * * or within * * * if an extended service
          contract is in place.

     C.   If the problem is still unresolved * * * after the initial call,
          Seller shall dispatch at least one additional senior (Level III) field
          service engineer to the site.

     D.   If the problem is still unresolved * * * after the initial call,
          Seller Management updates Buyer with repair status every * * * until
          equipment is returned to production. The previously agreed plan of
          action is reviewed, updated and modified as required. If the problem
          is still unresolved, the Seller shall dispatch a team of Process,
          Hardware, and Software experts from Seller Engineering/Design group.
          Such persons shall travel by the most expeditious route at Seller's
          expense.

     E.   A post mortem report is required for all equipment down over * * *.
          Seller's Field Service Manager is responsible for scheduling a post
          mortem meeting with the Buyer after the "Escalated" problem is
          resolved. The Seller report will include, but is not limited to,
          documenting the root cause , plan of action, any future preventive
          actions, a summary of the daily activities noting parts used, their
          effect on the problem, and any change to the plan of action.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              20

<PAGE>

     F.   These levels of escalation will be provided at no cost during the
          warranty period.

9.   TECHNICAL EXPERTISE

     A.   In order to be considered a Level III Field Service Engineer (FSE),
          the individual must meet all of the following requirements:

          i.   At least six months experience working with the model(s) of
               equipment being supported under this Agreement. Experience levels
               short of six months will result in the Seller providing the
               individual at no cost to Buyer. Seller will work with Buyer's
               training and documentation representative to develop and produce
               a training plan, which will raise this individual to Level III
               status.

          ii.  The ability to demonstrate proficiency in all of the tasks listed
               in applicable factory-specific service Scopes of Work.

          iii. Any other factory-specific requirements as agreed to in writing.

          iv.  Seller personnel used to install new equipment or relocate
               existing equipment must be Skill Certified Level III.

          v.   ON SITE and OFF SITE Field Service Engineers must be Skill
               Certified LEVEL III, as per Curriculum Section Addendum J.

          vi.  ON SITE FIELD SERVICE ENGINEER (OSFSE) - The OSFSE will be
               responsible for the management and supervision of Seller's team
               of Field Service Engineer (FSE's) and other personnel utilized in
               the performance of this Agreement. The OSFSE will be a primary
               communication link from Buyer's factory to Seller, and will
               participate in Buyer's various equipment improvement teams, and
               management reviews as requested. The OSFSE must be a certified
               Level III (as per Section Addendum J of this Agreement) and will
               deliver on-the-job training and formal training per Specification
               20-254 section 4.7 to maintain and improve the skills of the
               FSE's and Buyer's factory personnel assigned to Seller's
               equipment. The OSFSE must report equipment performance MTBA,
               MTBF, Utilization, Outs per system, Spares usage, and PM PAS,
               weekly to responsible Process/Equipment Engineer, Site Supplier
               Management Team and Buyer, as well as performance against
               schedule (PAS) for any agreed to service objectives or issues and
               plans. The OSFSE shall be responsible for resolving any Seller
               personnel-related discipline issues. However, Buyer reserves the
               right to request the immediate removal of any Seller personnel
               who are in breach of any laws, regulations, or provisions of this
               Agreement.

          vii. OFF SITE FIELD SERVICE ENGINEER (OFSFSE) - OFSFSE must be Level
               III certified as per Section Addendum J of this agreement. FSE's
               must maintain and repair the equipment listed with in this
               contract or factory specific Scope of Work. The FSE's on shift
               will be coordinated through Buyer's Shift Technical Supervisor or
               Manager

     B.   Upon request, Seller shall furnish evidence of any and all On Site
          Field Service Engineer (OSFSE) or Off Site Field Service Engineer
          (OFSFSE) credentials with respect to being a Level III, as defined in
          this section. Buyer shall have the right to audit any such evidence,
          including, but not limited to, the right to interview and any of
          Seller's personnel designated for the performance of applicable
          factory-specific service Scope of Work or equipment associated as
          noted in this agreement.

     C.   Buyer must maintain all training and certification records for all
          Field Service Engineers. As part of Buyer's ISO 9002 certification
          process, Seller may be requested to provide information regarding
          Buyer in-house training or current calibration records for all
          applicable hand tools, and current listing of all manuals, including
          revision number.

     D.   If any of Seller's personnel assigned to any factory-specific service
          Scope of Work, upon commencement of work at Buyer's factory, are not
          Level III as defined in this Section, Buyer may choose from one of the
          remedies listed below. Such remedies will apply only to the individual
          personnel in question and will be in effect only until such time as
          Seller can prove that such personnel have met the requirements to be
          "Level III."

          i.   The individual is removed from Buyer's factory and replaced by a
               "Level III." Or,

          ii.  The individual shall be paid-for at 50% of the rate established
               in this Agreement and an agreed Seller-developed training plan
               will be established for that individual. Or,

                                                                              21

<PAGE>

          iii. The individual may remain but shall be supplemented at no charge
               by an additional Seller personnel who is Level III certified Or,

          iv.  Buyer may cancel the portion of the applicable factory-specific
               service Scope of Work equal to the number of individuals who are
               not Level III, with no cancellation liability.

          v.   Withhold 20% of final equipment payment, until Field Service
               Engineer is Level III certified.

10.  OTHER SELLER RESPONSIBILITIES

     A.   Seller must provide both Preventive Maintenance (PM) and Corrective
          Maintenance (CM) support to mutually agreed procedures, which are
          defined in Buyer's PM Specifications. Should a situation arise where
          multiple procedures exist, Buyer's procedures will be executed by
          default.

     B.   FSE's must participate and contribute to Buyer factory support teams.

     C.   FSE must be Performance Base Equipment Training (PBET) certified.

     D.   FSE will provide training described in 20-254 Training Requirements to
          support Buyer's maintenance capability.

     E.   Modifications and/or procedural changes recommended by Seller will be
          implemented only as defined by Buyer's Change Control Procedures.

     F.   Seller must work with Buyer to develop, test, and proliferate
          Continuous Improvement Projects (CIP) needed to meet or exceed the
          Corporate Purchase Agreement and Corporate Purchase Specification
          requirements.

     G.   Seller will provide documented and demonstrated Response Flow
          Checklists (RFCs) for equipment troubleshooting and repair of the
          common failures from the reliability growth testing.

     H.   Seller will provide documented and demonstrated equipment maintenance
          and repair procedures. These Best Known Method (BKM) or Copy Exactly
          (CE) established procedures must be designed or intended to minimize
          equipment downtime and parts consumption. The Buyer, using Buyer
          validation approval systems, must approve all Seller BKM or CE
          procedures.

     I.   Seller must adhere to all Buyer safety and ergonomic requirements
          identify tool-related safety and ergonomic issues (both actual and
          potential) and work on solutions to resolve identified issues.

     J.   Seller is responsible for FSE training, tracking and competency in all
          Buyers safety requirements, as per Section Addendum J. This is
          inclusive of any and all work performed by the Sellers FSE, at the
          Buyers sites.

     K.   Seller must help develop and execute activities to reduce scrap and
          unit losses and unscheduled downtime incidents.

     L.   Seller must provide an effective communication link between Buyer and
          Seller's factory.

     M.   Seller shall generate Predictive Maintenance schedules and metrics to
          measure their impact as applicable.

     N.   Should Seller have non-English speaking FSE's on site, Seller shall
          provide adequate bi-lingual support for translation.

     O.   As team member, Seller personnel shall function as proficient
          maintenance technicians, to comply with Buyers in-house procedures,
          while at the same time utilizing Seller knowledge to maintain
          equipment and offering suggestions on improved methodology for
          achievement of cost effective output increases.

     P.   Seller shall provide Buyer with all Equipment-specific tools (one set
          per site).

11.  BUYER RESPONSIBILITIES

                                                                              22

<PAGE>

     A.   Buyer shall provide work area for Seller's contracted on site FSE
          employees in the maintenance shop Additional Office space shall be
          determined by local factory conditions.

     B.   Buyer shall provide access to Equipment for preventative maintenance
          or repair.

     C.   Buyer shall provide factory contacts to define priorities and assist
          in resolving disputes and disciplinary issues.

     D.   Buyer shall provide access to facility and Equipment documentation.

     E.   Buyer shall provide a schedule of holidays and shutdowns.

                                                                              23

<PAGE>

                                   ADDENDUM B

                      ALCOHOL/DRUG-FREE WORKPLACE DIRECTIVE

Intel is committed to fulfilling its legal and ethical responsibility to
maintain a safe and efficient working environment on Intel premises. Supplier's
drug and alcohol program shall be at least as stringent as Intel's. This means
that at a minimum, Supplier shall ensure that all Contractors assigned to Intel
premises shall pass a screen test (urine analysis) for drugs per the schedule
outlined below within seventy-two (72) hours after the Supplier has identified
the Contractor to be assigned to Intel. For purposes of this Addendum B, the
term "Contractor" refers to Supplier's employees or subcontractors providing
Services to Buyer under the Agreement. Any Contractor who does not successfully
pass the screen test within such seventy two (72) hour period will be barred
access to all Intel facilities. In addition, when Intel has a reasonable
suspicion that a Contractor is under the influence of alcohol or drugs in
violation of Intel's standards, Supplier shall, at Intel's request, either
perform immediate drug and alcohol testing of any Contractor so assigned, or
shall remove the Contractor from the Intel premises.

If a Contractor tests positive, that Contractor will be denied access to Intel
premises and Intel will require return of that Contractor's security badge
immediately. In addition, a corporate-wide "no-access" notation will be placed
in the Intel corporate security database and no Application for Waiver will be
considered by Intel.

Supplier will be responsible for all testing and for maintaining of records for
its Contractors. Supplier will also be responsible for prompt notification and
removal of any Contractor found to be in violation of Buyer's Alcohol and
Drug-Free Workplace Directive. This includes retrieving the Contractor's badge
(including duplicate picture badges, Fab, AT, or other specialty access or
permit badges and other property movement badges) and other Intel property, and
depositing same at the nearest Intel security post.


Also, Intel may, at its option, exercise its right to audit Supplier's personnel
records related to compliance with Intel's Drug and Alcohol Directive to ensure
that federally certified laboratories are being used and appropriate procedures
are adhered to.


<TABLE>
<CAPTION>

                            SCREENING METHOD CUTOFF   CONFIRMATION METHOD CUTOFF
DRUGS                       (IMMUNOASSAY)             (GC/MS)
-----                       -----------------------   --------------------------
<S>                         <C>                       <C>
Amphetamines                * * *                     * * *

Cannabinoids                * * *                     * * *

Cocaine                     * * *                     * * *

Opiates                     * * *                     * * *

Phencyclidine               * * *                     * * *
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              24

<PAGE>

                                   ADDENDUM C

                          PROTECTION OF INTEL'S ASSETS

Supplier agrees to safeguard Intel's classified (i.e., Intel Confidential, Intel
Secret, Intel Restricted Secret and Intel Top Secret) and proprietary
information set out in the body of the parties' Agreement and relevant
Unescorted Access Application forms for badges. Supplier also agrees to use and
apply Intel's information protection methods stated below in this Addendum in
the performance of Supplier's work. Supplier agrees that this performance
standard applies to all Intel classified and proprietary information, regardless
of the medium (Intel's or Supplier's) in or on which it is retained or
communicated and to software that is licensed by Intel for its internal use.

Supplier is not automatically granted access to Intel classified and proprietary
information, networks or software. However, authorization to use or access Intel
information, software, or telecommunications may be granted by the Intel
information owner if access is necessary and directly related to Supplier's
scope of work or duties. Unless specifically authorized, Supplier may not use or
access Intel classified or proprietary information that may be happened upon or
inadvertently discovered while performing work under this Agreement. Neither may
a Supplier or Supplier's employee control an Intranet web site at Intel.

Supplier shall not modify Intel classified or proprietary information, software,
hardware, or telecommunications without the explicit permission of the Intel
employee responsible for the resource, with the exception of contract-related
requirements or resources that allow for individual customization (e.g.,
Microsoft Windows user features). The Supplier's employees, agents, or
subcontractors may not disclose Intel classified or proprietary information to
their co-workers, except for disclosure to those similarly bound to protect
Intel's intellectual property with a need to know to fulfill this Agreement.


                      INTEL INFORMATION PROTECTION METHODS

This section outlines the Intel's minimum requirements for protection methods
for all Intel classified or proprietary information and software that the
Supplier's personnel may come in contact with. Intel recognizes that the correct
and proper protection of its information rests with its employees and Suppliers
who have been authorized access. FAILURE TO COMPLY WITH THESE REQUIREMENTS WILL
PROVIDE GROUNDS FOR IMMEDIATE TERMINATION OF THIS AGREEMENT BY INTEL. Periodic
updates to these protection methods can be found on Intel's internal web at:

                  URL HTTP://WWW-INFOSEC.FM.INTEL.COM/POLICIES/


Upon reaching the above web site, refer to Policies for Employees and Procedures
for Employees. These protection methods may also be obtained through your
purchasing representative.

For further information or questions, contact your Intel management sponsor.

                                                                              25

<PAGE>

                                   ADDENDUM D
                     EQUIPMENT SPECIFIC TERMS AND CONDITIONS


<TABLE>
<CAPTION>
--------------------------- ----------- ---------- ---------------- ------------ ----------------
DESCRIPTION                 MODEL #     SPEC #     VOLUME           PRICE        LEADTIME
--------------------------- ----------- ---------- ---------------- ------------ ----------------
<S>                         <C>         <C>        <C>              <C>          <C>

--------------------------- ----------- ---------- ---------------- ------------ ----------------

--------------------------- ----------- ---------- ---------------- ------------ ----------------
</TABLE>


                                                                              26

<PAGE>

                                   ADDENDUM E

                     TRAINING AND DOCUMENTATION REQUIREMENTS

     (a)  The governing specification 20-254 revision XX can be found at
          http://tmgt.intel.com/ttetools/index.htm in the table "BKM Name"
          entitled "20-254 Spec".

                                                                              27

<PAGE>

                                   ADDENDUM F

                             SPARE PARTS PRICE LIST

List the top 80% (by dollar volume) of spare parts to be used over the life of
the Equipment as Kit Level 1. Remaining spares should be listed as Kit Level 2.

1.   NON-CONSUMABLE PARTS LIST


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                  Repair cost   
                                                       Leadtime   (NA if not     Repair     Kit
Description   Intel Part #   Supplier Part #   Price    (days)    repairable    Leadtime   Level   OEM Part #
-----------   ------------   ---------------   -----   --------   -----------   --------   -----   ----------
<S>           <C>            <C>               <C>     <C>        <C>           <C>        <C>     <C>

-----------   ------------   ---------------   -----   --------   -----------   --------   -----   ----------

-----------   ------------   ---------------   -----   --------   -----------   --------   -----   ----------
</TABLE>



2.   CONSUMABLE PARTS LIST


<TABLE>
<CAPTION>
-----------   ------------   ---------------   -----   --------   -----------   -----   ----------
                                                       Leadtime     Annual       Kit
Description   Intel Part #   Supplier Part #   Price    (days)    consumption   Level   OEM Part #
-----------   ------------   ---------------   -----   --------   -----------   -----   ----------
<S>           <C>            <C>               <C>     <C>        <C>           <C>     <C>

-----------   ------------   ---------------   -----   --------   -----------   -----   ----------

-----------   ------------   ---------------   -----   --------   -----------   -----   ----------
</TABLE>



3.   SPARES KIT PRICE


<TABLE>
<CAPTION>
---------------------   ------------   ---------------   --------
                                                         Leadtime
Kit Level Description   Intel Part #   Supplier Part #     Price 
---------------------   ------------   ---------------   --------
<S>                     <C>            <C>               <C>     

---------------------   ------------   ---------------   --------

---------------------   ------------   ---------------   --------
</TABLE>


                                                                              28

<PAGE>

                                   ADDENDUM G
                        PRICING FOR SERVICES AND TRAINING

1.   SERVICES


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Service level              US          Ireland    Malaysia    Philippines  Costa Rica
-------------------------- ----------- ---------- ----------- ------------ ----------
<S>                        <C>         <C>        <C>         <C>          <C>
24x7 w 4hr response
-------------------------- ----------- ---------- ----------- ------------ ----------
8x5 w 4hr response
-------------------------- ----------- ---------- ----------- ------------ ----------
Onsite FSE (40 hours/wk)
-------------------------- ----------- ---------- ----------- ------------ ----------
Hourly Rate FSE
-------------------------- ----------- ---------- ----------- ------------ ----------
Warranty Extension
(24x7 w 4 hour response
and parts repair)
-------------------------- ----------- ---------- ----------- ------------ ----------
Onsite Applications
Engineer (40hrs/wk)
-------------------------- ----------- ---------- ----------- ------------ ----------
Hourly Rate Applications
Engineer
-------------------------- ----------- ---------- ----------- ------------ ----------
</TABLE>



TRAVEL/RELATED EXPENSES: Where applicable, no reimbursement for travel and
travel-related expenses will be made by Intel for such expenses in excess of
Intel's Travel Service guidelines. Travel arrangements and/or guidelines will be
furnished to Supplier upon request.

2.   TRAINING

(a)  Buyer's training and documentation representative may audit each class once
     per year as described in 20-254 at no cost.

(b)  Seller will provide one (1) pilot delivery for each training class
     described in 20-254 to the Buyer for up to six (6) students at no cost.

(c)  Seller will provide a Training Tool during all training sessions that will
     reside in North America, or Europe, or East Asia.

(d)  Seller will deliver On-Buyer site classes to meet factory shift
     requirements 7 days per week.

(e)  One (1) day equals eight (8) hours of instruction time.

(f)  Seller is responsible for all travel, lodging expenses, and per diem for
     Seller's instructor.

(g)  Course cancellation policy

     -    Buyer has the right to cancel any confirmed class up to "5" business
          days prior to class start date without penalty. If the Buyer cancels
          the confirmed class within "5" days prior to class start date, the
          Buyer will pay actual documented incurred cost.

     -    Seller has the right to cancel any confirmed class up to "10" business
          days prior to class start date without penalty. If the Seller cancels
          the confirmed class within "10" business days or misses the confirmed
          class date, the Seller will deliver the next class at no cost.

(h)  A/T Course Training Cost:

     -    On Buyer's site cost per class (containing up to six (6) students)
          equals $500.00 multiplied by the number of course days.

     -    On Seller's site cost per class (containing up to six (6) students)
          equals $500.00 multiplied by the number of course days.

                                                                              29

<PAGE>

                                   ADDENDUM H

                          THIRD PARTY TECHNOLOGY ESCROW

A.   Upon the request of Buyer, Seller will, at its sole cost and expense,
     deposit copies in electronic format of any and all engineering drawings,
     proprietary information, technical documentation, know how, specifications
     and the like, as may be required by Buyer for the support, operation,
     maintenance and manufactured of all Items by Buyer, or a third party
     contractor of Buyer, ("Deposit") with a third party escrow holder ("Escrow
     Holder") approved in advance by Buyer. As a condition to approval by Buyer,
     the Escrow Holder must be generally engaged in the business of acting as an
     Intellectual property escrow holder and if required by law, licensed to act
     in such capacity. The escrow agreement for the Deposit shall name Buyer as
     beneficiary and shall provide for the release of the Deposit to Buyer upon
     the occurrence of any of the following release conditions ("Release
     Conditions"):

     (1)  Any bankruptcy, reorganization, debt arrangement, or other case or
          proceeding under any bankruptcy or insolvency law, or any dissolution
          or liquidation proceeding is commenced by or against Seller, and if
          such case or proceeding is not commenced by Seller, it is not
          dismissed within sixty (60) days from the filing thereof; or

     (2)  Seller fails to continue to do business in the ordinary course, as
          such business relates to the goods and services to be provided under
          this Agreement; or

     (3)  Seller becomes insolvent or generally fails to pay, or admits in
          writing its inability to pay, its debts as they become due; or

     (4)  Seller applies for or consents to the appointment of a trustee,
          receiver or other custodian for Seller, or makes a general assignment
          for the benefit of its creditors; or

     (5)  Seller is unable or unwilling to perform its obligations under the
          Agreement due to a condition set forth above for a period of sixty
          (60) days or more; or

     (6)  Seller breaches any of its service obligations under the Agreement
          including, but not limited to, maintenance, repair, continuous
          improvement, upgrades and modifications of Items and does not cure
          such breach within sixty (60) days after receiving written notice
          thereof by Buyer.

B.   Upon the release of the Deposit to Buyer, Seller grants to Buyer a
     non-exclusive, world-wide, irrevocable, fully paid up, royalty-free,
     perpetual license under Seller's Intellectual Property (including trade
     secrets, copyrights and patents, if any) embodied in the Deposit to: (i)
     use, reproduce, display, perform, make derivative works of, incorporate in
     Items and distribute internally but solely in conjunction with the
     maintenance, repair, improvement, upgrade and modification of Items by
     Buyer, or a third party contractor of Buyer, and (ii) to make, have made,
     use, sell, offer to sell or import Items which employ or incorporate
     Seller's Intellectual Property for use internally by Buyer. Buyer shall be
     required to maintain the confidentiality of the released materials while in
     its possession. Upon written request of Seller, at such time as Seller
     shall have remedied the Release Conditions under which the Deposit was
     released to Buyer, Buyer shall promptly return the Deposit to the Escrow
     Holder. At such time, the license granted above shall terminate, except for
     any license granted to a third party by Buyer for the unexpired portion of
     any existing agreement with the third party or any use or right exercised
     by Buyer during the period that Buyer was in possession of the Deposit.

                                                                              30

<PAGE>

                                   ADDENDUM I

                     SPARE PARTS CONSIGNED INVENTORY PROGRAM

1.   SCOPE

     1.1. Purpose: The purpose of the Consignment Program is to give each of
          Buyer's Sites ("Site or Sites") the option to maintain a Consignment
          Inventory of Non-consumable Spare Parts ("Parts"), both repairable and
          non-repairable, in order to improve Parts support and reduce response
          time for replacement of Parts.

     1.2. Election to Participate: If a Site elects to participate in the
          Consignment Program, it shall provide written notice to Seller of the
          Site's election to participate. Such notice shall reference the
          Agreement and this Amendment.

2.   CONSIGNED INVENTORY

     2.1. For purposes of this Addendum, "Consigned Inventory" shall mean
          inventory owned by Seller and delivered to a Site for Buyer's specific
          use.

     2.2. The parties shall agree in writing to the Parts that will be included
          in the Consigned Inventory and appropriate stocking levels.

     2.3. Title to all Parts in the Consignment Inventory is and shall remain in
          Seller until the Parts are issued from the Consignment Inventory to
          the Buyer.

3.   METHODOLOGY

     3.1. CONSIGNED INVENTORY PREREQUISITE

          3.1.1. Consigned Inventory will be stocked at the Site.

          3.1.2. Buyer shall provide a perpetual inventory system for record
                 keeping and internal control of the Consigned Inventory, 
                 offering a continuous check and control over inventories as 
                 well as immediate data concerning inventory position.

          3.1.3. At Buyer's discretion, all preventative maintenance (PM)
                 kits/Parts shall be included in Consigned Inventory.

          3.1.4. All Parts in the Consigned Inventory will be set-up with
                 auto-order status.

     3.2. PROCEDURE FOR ADDING PARTS TO CONSIGNED INVENTORY

          3.2.1. In order to add new Parts to Consigned Inventory and Buyer's
                 inventory system, or to change descriptions and/or Part numbers
                 of Parts in the Consigned Inventory already existing in Buyer's
                 inventory system, changes must be agreed in writing by the
                 parties.

          3.2.2. Seller will coordinate with Buyer to create an inventory stores
                 location for newly added Parts with excessive space 
                 requirements and for any consigned Parts that require special
                 handling characteristics, i.e. items to remain in original
                 shipping containers, chemicals, special unit of measure items,
                 etc.

          3.2.3. The Buyer's stocking and perpetual inventory system will be the
                 definitive system of record.

          3.2.4. Consigned Inventory will be coded as "consignment" within the
                 Buyer's inventory system.

     3.3. SHIPMENT PURCHASE ORDER AND INVOICE PROCESS

          3.3.1. Seller will ship Consigned Inventory to the address specified
                 on the Purchase Order in packages clearly marked with Purchase
                 Order number, Purchase Order line item number and quantity
                 shipped.

                                                                              31

<PAGE>

          3.3.2. As Consigned Inventory is consumed by Buyer, a replenishment
                 Purchase Order will be generated. Seller will ship 
                 replenishment consigned Parts to Buyer against that 
                 replenishment Purchase Order. Seller will invoice for consumed
                 consigned Parts against the replenishment Purchase Order.

          3.3.3. Seller will mail invoices for consumed consigned Parts to
                 Buyer's accounts payable.

          3.3.4. Seller will ship Consigned Inventory replenishment Parts
                 according to Purchase Order specifications. Seller will pay all
                 shipping, freight, customs, and related charges ("shipping
                 charges") associated with delivering the Parts to the Site. 
                 Buyer will pay all shipping charges associated with returning 
                 the Parts to Seller. Seller will pay all shipping charges
                 associated with returning any excess Parts that Seller 
                 requested or otherwise caused in an excess of target stocking
                 levels.

          3.3.5. Door to Door shipments will be used in the case of machine
                 downs. Seller will notify Buyer with expedited shipping 
                 details.

          3.3.6. Incoming Consigned Inventory shall be received and shelved into
                 inventory by Buyer's stockroom.

          3.3.7. Seller must be notified immediately when Buyer discovers any
                 material receipt discrepancies on a shipment from Seller

          3.3.8. Lead-time and OTD requirements as agreed in the Agreement shall
                 apply in all respects to Part replenishment orders.

     3.4. ISSUE REPORTS AND TRACKING PROCESS

          3.4.1. Buyer shall issue a Consigned Inventory usage report upon
                 request from Seller but not more than once per week or as 
                 agreed in writing by the parties.

                 3.4.1.1. The usage report will include Seller Part number,
                          description, date issued, quantity consumed (by part
                          number), quantity on-hand and outstanding Purchase 
                          Orders.

     3.5. RETURNS TO STOCK

          3.5.1. Returns to stock of Parts deemed in like new condition shall be
                 separated from Consigned Inventory and will continue to be 
                 Buyer owned. Buyer owned inventory of Parts will be consumed
                 prior to issuing Consigned Inventory.

                 3.5.1.1. Buyer's inventory management system does not permit
                          "any" returns to Consigned Inventory.

          3.5.2. It is the responsibility of the Buyer and Seller to research
                 any specific discrepancies with returns to stock.

          3.5.3. It is the responsibility of the Buyer to inform all stores
                 personnel of proper procedures in the Consigned Inventory 
                 program and intervene as issues arise.

     3.6. AUDITS AND CYCLE COUNTS

          3.6.1.  Buyer and Seller will jointly conduct an initial audit to 
                  verify receipt of the Parts and prepare an accurate list of 
                  the Parts which comprise the initial Consignment Inventory. If
                  the initial audit reveals discrepancies between the inventory
                  received and the target stocking level, such discrepancies 
                  will be resolved promptly.

          3.6.2.  Seller has the right to audit Consigned Inventory with thirty
                  (30) days advance notice to Buyer, on a mutually agreed to 
                  date, and shall perform a complete audit at least once per
                  calendar year. Buyer reserves the right to participate in 
                  these audits. The financial responsibility resulting in any
                  discrepancies of the Consigned Inventory shall be negotiated 
                  in good faith by the parties. Audit results will be published
                  within 3 business days to the Buyer.

                                                                              32

<PAGE>

     3.7  PHYSICAL PROTECTION OF INVENTORY

          3.7.1. Buyer will take reasonable precautions to protect Consigned
                 Inventory. Buyer shall be responsible for loss of and damage to
                 Parts physically located at a Site except for (1) loss or 
                 damages caused by Seller's personnel or representatives or (2) 
                 normal deterioration of the Parts or components of such Parts.

     3.8. RETURNING CONSIGNED INVENTORY TO SELLER

          3.8.1. Unused Consigned Inventory may be returned to Seller at any
                 time.

          3.8.2. Buyer will return to Seller any defective Consigned Inventory.
                 Seller will replace defective part at no cost to Buyer.

4.   PRICING

     4.1. Spare Part pricing shall follow the pricing agreement specified in the
          Agreement. Non-consumable spares for equipment under warranty will be
          stocked at no charge to Buyer.

     4.2. Buyer will issue a debit memo for any mutually agreed to Parts where
          ownership is transferred from Buyer to Seller.

5.   TERMINATION OF CONSIGNMENT PROGRAM

     5.1  Buyer may, upon ninety (90) days written notice terminate all or
          entire system platform type of the Consignment Program (including
          eliminating specific Parts from the consignment inventory) at its sole
          convenience. Prior to returning Parts relating to the terminated
          portion of the Consignment Program, the parties will jointly conduct a
          final audit. Any discrepancies found during the final audit will be
          corrected in accordance with the Site's then-current cycle count and
          stock correction procedures.

                                                                              33

<PAGE>

                                   ADDENDUM J

                       FSE CURRICULUM SUMMARY AND PRICING

              (INCLUDES BUT NOT LIMITED TO THE SKILLS OR ACTIVITIES
         LISTED BELOW) (SKILLS AND EXPECTATIONS ARE GENERIC AND MAY VARY
                       DEPENDING UPON TOOL APPLICABILITY)

                 FIELD SERVICE ENGINEER SKILLS AND EXPECTATIONS:

     Apply appropriate equipment specific safety procedures rigorously. Identify
and describe hazards and safety procedures for acids, solvents, pressurized and
inert gases, cryogenics related to the equipment set. Describe the mechanical,
electrical (EEW), vacuum, pneumatic, hydraulic, and thermal hazards and the
associated safety procedures for the equipment set. Apply ergonomically correct
methods for lifting and handling of equipment and equipment components.
Recognize and describe the use of emergency shut off switches, interlocks and
valves for the machines in the equipment cluster/set. Describe the correct hot
work safety procedures. Correctly handle reactive gases, acids, solvents,
pressurized and inert gases at point of use, specific to the equipment set.
Describe MDA and safety system leak detection. Use PM checklists correctly.
Enter necessary equipment data into CEPT, or equivalent system, correctly
including sub-assembly and repair data. Generate CEPT status reports. Use MS
Word to edit specs. Use station controller appropriately to handle PMs and
software. Access stores ordering system to obtain necessary spares and other
parts. Perform daily and weekly PMs as defined for equipment set. Recognize and
react accordingly to alarms and error codes. Display knowledge of software and
controls specific to the process tools in the equipment set. Ensure machine
quality standards are met before returning machine back to production by
performing appropriate monitors. Use simple measurement tools in a documented
procedure. Use basic hand tools properly as defined for the equipment group.
Perform automatic system alignments/adjustments per specifications. Run standard
machine monitors. Operate optical measurement equipment. Assist in major PMs.
Perform weekly maintenance based on data. Demonstrate knowledge of facilities
and sub-systems of the process tools in the equipment set. Attain basic
theoretical knowledge of the equipment in the set. Understand the impact of the
equipment variables on the process. Certified to perform CPR and First Aid, has
received Electrical Safety Training, (if in U.S. must meet OSHA Requirements),
has read and understands Intel Electrical Safety Procedures, understands Control
of Hazardous Energies and Lock Out Tag Out (LOTO) procedures.

     Update PM checklists with expert supervision. Demonstrate proficiency in
electrical skills with regard to working within EEW procedures. Troubleshoot
basic transport problems i.e. shuttle cassette not sitting on elevator properly.
Make decisions involving interactions of facility and sub-assembly. Perform
monthly and quarterly PMs as defined for equipment. Perform tasks according to
safety system requirements. Use data acquisition station controllers. Interpret
CEPT data to solve problems. Use spreadsheets and operating systems.
Troubleshoot standard station controller problems (if required). Maintain
equipment as certified from supplier operations and maintenance classes.
Troubleshoot using complex RFCs and schematics. Know how all sub-systems are
integrated. Assist with improvements and upgrades. Participate in RFC
development.

     Suggest and maintain safety improvements. Maintain equipment as certified
by supplier and maintenance and troubleshooting classes. Interact with suppliers
and support groups. Write PM specifications and RFCs. Apply advanced
troubleshooting methods. Participate as the experts in the implementation of
equipment improvements. Work with suppliers and facilities to install new
equipment. Perform semi-annual and annual PMs.

                                                                              34

<PAGE>

                                   ADDENDUM K

                               NEGOTIATED CHANGES


GENERAL TERMS AND CONDITIONS OF PURCHASE AGREEMENT

1.   DEFINITIONS

DELETE

     A.   "CONSUMABLE" means a part whose life expectancy and mode of failure is
          known or predictable during the normal operation of the Equipment and
          that should meet the normal attributes of schedulable and predictable
          demand and life expectancy of less than * * *.

CHANGE

     B.   "CUSTOM ITEMS" means semiconductor device probe cards (Sort Interface
          Units) that incorporate MicroSpring(TM) contacts and which
          substantially meet the requirements set forth in Addendums M and N
          hereto and that are designed to test microprocessors or microprocessor
          chip sets or flash memory products.

DELETE

     C.   "CONSIGNMENT" means any spare part owned by the Seller which Buyer
          chooses to hold on-site, or Seller holds offsite, at Buyer's
          discretion, to help Seller meet the Equipment availability
          requirements or productivity as defined in the Purchase Spec.

CHANGE

     D.   "Equipment" = "Custom Items".

DELETE

     E.   "FACILITIZATION" means placement and rough hook-up of electrical, gas,
          and vacuum utilities to the Items.

CHANGE

     F.   "FORECAST(s)" means the quantity of Items that Buyer reasonably
          anticipates it may purchase during a specified time on a per-Design
          basis.

CHANGE

     H.   "Items" = "Custom Items".

CHANGE

     I.   "LEAD-TIME" means the agreed number of calendar weeks or days from the
          date a Release is issued for an Item to the date the Item is to be
          received by the BUYER.

DELETE

     J.   "NON-CONSUMABLE" means a Spare Parts that is not replaced routinely
          and has an unpredictable life expectancy and that is typically
          replaced or repaired due to failures or deteriorating performance
          (quality and output).

CHANGE

     L.   "PURCHASE SPEC" means the agreed Custom Item Procurement Specification
          as set forth in Addendums M and N for each Custom Item model to be
          purchased pursuant to this Agreement.

CHANGE

     M.   "RELEASE" means Buyer's purchase order or change order to deliver a
          definite quantity of Custom Items or to provide Services to a
          specified schedule which is accepted in accordance with the terms of
          this Agreement. Technical specifications of Custom Items ordered under
          a Release are set forth in the Procurement and Subassembly/Electrical
          Specifications of Addendum M and N.


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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<PAGE>

DELETE

     O.   "SPARE PART(s)" mean Consumable and/or Non-Consumable Spare Parts.

ADD

     P.   "BUYER'S DESIGNS" means the layout(s) of MicroSpring(TM) contacts on
          Custom Items provided by Buyer.

ADD

     Q.   "MICROSPRING(TM) "CONTACTS" means Seller's proprietary resilient
          contact structures.

ADD

     R.   "SIU" ( SORT INTERFACE UNIT) means the Custom Item.

ADD

     S.   "TRAINING" means training described in the 20-254 Training
          Requirements.

ADD

     T.   "F.C.A." means free carrier as defined in the January 1, 2000
          Incoterms.

3.   PRICING

CHANGE

     A. Prices for Items, Training and Services set forth herein shall remain
     fixed or decline THROUGH 12-31-01 unless agreed otherwise in writing by the
     parties.

CHANGE

     B. Through the term of this Agreement and any extensions thereto, Seller
     warrants to Buyer that the prices set forth in this Agreement or any
     addendum or amendment, in conjunction with the discounts offered herein for
     Items and Services reflect the Seller's lowest price charged any customer
     of Seller for products with similar complexities and volumes as the Items
     ("Comparable Items") or services equivalent to Services ("Comparable
     Services"), except for Promotional Offers. "Promotional Offers" means, in
     aggregate, Seller's disposal of up to * * * Comparable Items per customer
     or prospective customer. If Seller sells any Comparable Item or provides
     Comparable Services to any other customer at a price less than the price
     set forth in this Agreement or any addendum or amendment, except
     Promotional Offers, Seller shall adjust the prices for any Item or Service
     invoiced by Seller and unpaid by Buyer within the payment period set forth
     in Section 4E of this Agreement to reflect the lower price. In the event
     the Seller offers a lower price either as a general price drop or to
     specific customer(s) for reasons other than Promotional Offers, Seller
     shall immediately notify Buyer of the lower price and adjust Buyer's
     pricing in future invoices or invoices issued but unpaid invoices within
     the payment period set forth in Section 4E of this Agreement to meet the
     new pricing structure. Each of the above adjustments and the rebate shall
     be calculated from the date a third party auditor determines the Comparable
     Item or Comparable Service were sold at a lower price, in accordance with
     the procedures of Section 3C below.

CHANGE

     C.   Buyer reserves the right to have Seller's records inspected and
          audited to ensure compliance with this Agreement. Such audit will be
          performed by an independent third party, selected by mutual agreement
          AND SHALL BE ONE OF THE BIG 8 ACCOUNTING FIRMS, at Buyer's expense.
          SHOULD BUYER AND SELLER NOT AGREE ON WHICH OF THE BIG 8 FIRMS, TO
          PERFORM THE AUDIT, THEN ONE SHALL BE RANDOMLY PICKED OUT OF A HAT. The
          audit shall not be performed more than ONE (1) TIME PER YEAR and
          should be conducted during Seller's normal business hours. Buyer will
          provide Seller with reasonable advance notice prior to the audit.
          Seller will provide auditor with information necessary for Buyer to
          verify Seller's compliance with Section 3B of this Agreement. The
          audit will assume all Items sold under this Agreement are custom Items
          unless otherwise specified in this Agreement.

          (ii) If discrepancies are found during the audit and price adjustments
               are required to be paid by the Seller to the Buyer, Seller shall
               reimburse Buyer for all costs associated with the audit, * * *
               covering the price adjustments


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request. Omissions are designated as *****. A complete version of this exhibit
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<PAGE>

          * * *. The results of such audit shall be kept confidential by the
          auditor and, if conducted by a third party, only Seller's failures to
          abide by the obligations of this Agreement shall be reported to Buyer.

DELETE

     D.   Applicable taxes and other charges such as duties, customs, tariffs,
          imposts, and government imposed surcharges shall be paid for by Seller
          without reimbursement from Buyer as part of the purchase price for
          Items and Services. In the event that Buyer is prohibited by law from
          remitting payments to the Seller unless Buyer deducts or withholds
          taxes therefrom on behalf of the local taxing jurisdiction, then Buyer
          shall duly withhold such taxes and shall remit the remaining net
          invoice amount to the Seller. Buyer shall not reimburse Seller for the
          amount of such taxes withheld.

CHANGE

     F. All prices are in U.S. dollars AND ARE QUOTED F.C.A. SELLER'S DOCK IN
     LIVERMORE, CA. However, notwithstanding anything else set forth in
     Incoterms 2000 or elsewhere, prices for Items are exclusive of, and Buyer
     shall pay, all shipping costs, taxes and other charges such as duties,
     customs, tariffs, imposts, and government imposed surcharges.

CHANGE

     G.   Seller shall provide Seller's annual audited financial statements and
          independent auditors' opinion to Buyer within * * * (* * *) months of
          the Seller's fiscal year-end date, UNTIL SUCH TIME SELLER BECOMES A
          PUBLIC CORPORATION

4.   INVOICING AND PAYMENT.

DELETE:

     A.   Prompt payment discounts will be computed from the latest of: (i) the
          scheduled delivery date; (ii) the date of actual delivery; or (iii)
          the date a properly filled out original invoice or packing list is
          received. Payment is made when Buyer's check is mailed or EDI funds
          transfer initiated.

CHANGE

          B. Original hard-copy invoices shall be mailed or delivered by OTHER
     DELIVERY METHOD. Invoices shall include: Purchase Agreement number from the
     Release, purchase order number, line item number, Release number, part
     number, complete bill to address, description of Items, quantities, Buyer
     part number, listing of and dates of Services provided, unit prices and
     extended totals in U.S. dollars. Any applicable taxes or other charges such
     as duties, customs, tariffs, imposts and government imposed surcharges
     shall be stated separately on Seller's invoice. Payment of an invoice shall
     not constitute acceptance of the Item or Service.

DELETE

          B. (i) * * *, BUYER ASSUMES ALL RISK AFTER ITEMS ARE PICKED UP FOB
     SELLER'S DOCK BY BUYER DESIGNATED CARRIER.

DELETE

     D.   Except for each new Equipment model, payment on Equipment shall be as
          follows: * * * percent (* * *%) net * * * (* * *) days from ship date;
          * * * percent (* * *%) net * * * (* * *) days from the final
          acceptance date. If final acceptance of the Equipment is delayed
          beyond * * * (* * *) days from the date of shipment due to no fault of
          the Seller, Buyer will pay the balance of * * * percent (* * *%) net 
          * * * (* * *) days from the date of shipment. On each Equipment model
          that Buyer purchases for the first time, payment shall be * * *
          percent (* * *%) net * * * (* * *) days from shipment; * * * percent
          (* * *%) net * * * (* * *) days from the final acceptance date.
          Seller shall submit Buyer acceptance certificate or non-acceptance
          certificate at completion of final acceptance tests.

CHANGE:

     E.   CUSTOM ITEMS AND SERVICES (INCLUDING * * * CHARGES) WILL BE INVOICED
          AT * * *% NET * * * FROM DATE OF SHIPMENT OR DATES OF SERVICE.
          SHIPMENT OF CUSTOM ITEMS TAKES EFFECT ON THE DAY THEY ARE COLLECTED BY
          BUYER'S AUTHORIZED CARRIER.


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              37

<PAGE>

CHANGE

     F.   Seller agrees to invoice Buyer no later than * * * (* * *) days after
          completion of Services or the delivery of Item(s) FCA SELLER'S DOCK.
          Buyer will not be obligated to make payment against any invoices
          submitted after such period. In addition, if Seller exceeds * * *
          without providing written documentation with the purpose to collect
          payment on any invoice, Buyer shall not be obligated to make payment
          against such invoice regardless of initial invoice submittal.

5.   TERMINATION FOR CONVENIENCE.

CHANGE

     A.   Buyer may terminate any Release placed hereunder, in whole or in part,
          at any time for its sole convenience by giving written notice of
          termination to Seller. Upon Seller's receipt of such notice, Seller
          shall, unless otherwise specified in such notice, immediately stop all
          work * * * hereunder, give prompt written notice to and cause all of
          its vendors or subcontractors to cease all related work and, at the
          request of Buyer, return any materials provided to Seller by Buyer.

CHANGE

     B.   BUYER ACKNOWLEDGES THAT ALL PRODUCTS AND SERVICES PROVIDED BY SELLER
          ARE CUSTOM ITEMS. * * * Paragraphs C through E of this Section 5 shall
          govern Buyer's payment obligation for Custom Items. Notwithstanding
          anything to the contrary, Seller shall not be compensated in any way
          for any work done after receipt of Buyer's notice, nor for any costs
          incurred by Seller's vendors or subcontractors after Seller receives
          the notice, nor for any costs Seller could reasonably have avoided,
          nor for any indirect overhead and administrative charges or profit of
          Seller * * * .

CHANGE:

     C.   Any claim for termination charges for Custom Items must be submitted
          to Buyer in writing within * * * (* * *) days after receipt of Buyer's
          termination notice along with a summary of all mitigation efforts.
          Seller will make any claims for termination charges in the form of an
          invoice within 30 days thereof.

CHANGE

     D.   Seller's claim may include the cost of work in process scheduled to be
          delivered within * * * (* * *) days and which must be scrapped due to
          the cancellation. Seller shall, wherever possible, place such custom
          work in process in its inventory and sell it to other customers. Upon
          payment of Seller's claim, Buyer shall be entitled to all such work
          and materials paid for.

CHANGE

     E.   Before assuming any payment obligation under this section, Buyer may
          inspect Seller's work in process and audit all relevant documents
          prior to paying Seller's invoice. IF BUYER CHOOSES TO AUDIT SELLER'S
          WORK IN PROCESS AND RELEVANT DOCUMENTS, BUYER MUST MAKE EVERY
          REASONABLE EFFORT TO COMPLETE THIS WITHIN * * * WORKING DAYS OF SELLER
          PROVIDING TERMINATION CHARGES.

CHANGE

     F.   Notwithstanding anything else in this Agreement, failure to meet the
          delivery date(s) in the Release (* * *) shall be considered a material
          breach of contract and shall allow Buyer to terminate the order for
          the Item and/or any subsequent Releases without any liability.

7.   DELIVERY, RELEASES AND SCHEDULING.

CHANGE

     A.   Any Forecasts provided by Buyer are for planning purposes only and do
          not constitute a Release or other commitment by Buyer. Buyer shall
          have no obligation to and may, at its sole discretion, issue Releases
          under this Agreement. Buyer shall be responsible only for Items or
          Services for which it has issued Releases hereunder. IF BUYER DOES NOT
          OFFER ANY RELEASE WITHIN ANY CONSECUTIVE * * * (* * *) MONTH


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request. Omissions are designated as *****. A complete version of this exhibit
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                                                                              38

<PAGE>

          PERIOD, THEN SELLER SHALL PROVIDE NOTICE OF SUCH AND MAY TERMINATE
          THIS AGREEMENT IF BUYER DOES NOT OFFER A RELEASE WITHIN * * * (* * *)
          DAYS FOLLOWING THE NOTICE.

CHANGE

     B. Seller shall notify Buyer's purchasing agent, (as noted on the Release),
     within twenty-four (24) hours if Seller is unable to make any scheduled
     delivery of Items or perform Services as scheduled and state the reasons.
     Such notification by Seller shall not affect Buyer's termination rights
     under Section 5. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER SHALL NOT
     INCUR ANY LIABILITY AS A RESULT OF SUCH NOTICE.

CHANGE

     C.   SELLER AGREES TO * * *. FOR NEW PRODUCT DESIGNS, SELLER ACCEPTANCE
          SHALL BE DETERMINED BY NOT REJECTING THE ORDER WITHIN 1 BUSINESS DAY
          FROM RECEIPT OF PURCHASE ORDER.

CHANGE:

     D.   Buyer may place any portion of a Release on hold by notice that will
          take effect immediately upon receipt. Releases placed on hold will be
          rescheduled or cancelled within * * * (* * *) days. Any Release
          cancelled shall be subject to the terms and conditions of Section 5.

CHANGE

     E.   BUYER RECOGNIZES THAT THEY ARE PURCHASING CUSTOM DESIGNED AND
          MANUFACTURED ITEMS, AND SELLER  WILL * * *. 
CHANGE

     F. SELLER AGREES THAT ALL ITEMS WILL BE DELIVERED (F.C.A. SELLER'S DOCK) ON
THE EXACT DATE SPECIFIED IN THE RELEASE (OR EARLY WITH BUYER'S APPROVAL).
FAILURE TO MAKE THE ITEMS AVAILABLE FROM SELLER'S DOCK ON THE EXACT DATE
SPECIFIED IN THE RELEASE SHALL * * *.

CHANGE:

     G.   Seller agrees to * * *, until the contractual lead-time established in
          Addendum L or as otherwise - agreed in writing by the parties. 

DELETE:

     H.   At Buyer's discretion, * * *.

CHANGE

     I.   Seller will, as reasonably required by Buyer, use commercially
          reasonable efforts to * * *.

CHANGE

     J.   Configuration and other Buyer-requested or Buyer-approved changes that
          result in DELIVERY Date changes will be reflected on a change order to
          the Release showing ANY AGREED TO PRICE and delivery dates WHICH ARE
          MUTUALLY AGREED TO BY BUYER AND SELLER.

CHANGE

     K.   Seller will notify Buyer in writing of the planned obsolescence of any
          Item or part revision and will make that Item available to the Buyer
          for a minimum of NINETY (90) days after the notice, during which time
          Buyer will have the option to place a final Release for such Items for
          delivery after the NINETY (90) day notice. If any warranty return
          claims are made for such discontinued Items, then such returns will be
          subject to the warranty provisions in Section 8.

8.   ACCEPTANCE AND WARRANTIES.

CHANGE:

     A.   All Items purchased by Buyer are subject to inspection and test source
          inspection. ACCEPTANCE REQUIREMENTS ARE DESCRIBED IN THE PURCHASE AND
          SUBASSEMBLY/ELECTRICAL SPECS., ADDENDUMS M AND N, UNLESS OTHERWISE
          SPECIFIED BY BUYER AND AGREED TO BY SELLER. Buyer may participate, as
          it deems necessary, in source inspections.


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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<PAGE>

     If any inspection or test is made on Seller's premises, Seller shall
     provide Buyer with reasonable facilities and assistance at no additional
     charge.

CHANGE

     (i)  Notwithstanding any source inspection or testing at Seller's premises,
          all Items purchased by Buyer are subject to Buyer's inspection and
          test (qualification) before final acceptance at Buyer's premises.
          Final acceptance requirements are described in the Purchase Spec and
          Subassembly/Electrical Specifications of Addendum M and N unless
          agreed otherwise in writing by the parties. Buyer may reject an Item
          for not conforming to the applicable acceptance requirements. Items
          rejected by Buyer as not conforming to the acceptance requirements
          will be (i) returned to Seller at Seller's expense and Seller shall
          bear the risk of loss during return to Seller or (ii) repaired by
          Seller at Buyer's premises, subject to mutual agreement. Such returned
          Item(s) shall be repaired or replaced within a commercially reasonable
          time, subject to the requirements of Section 8A(ii) below.

CHANGE


     ii)  If ITEMS DO not pass final acceptance criteria, due to no fault of
          Buyer, within * * * (* * *) days of delivery, then Buyer may give
          written notice to Seller of failure to meet final acceptance criteria.
          If Items do not substantially meet final acceptance criteria within 
          * * * (* * *) days of such notice, Buyer may, at Buyer's option; (a) 
          return the Items for full credit or (b) have the Items replaced with 
          new Items within * * * (* * *) days of Buyer's written election of
          option, or (c) have the Items repaired by Seller within * * * (* * *)
          days of Buyer's written election of option. Seller shall pay best way
          shipping, and be responsible for loss, for returns of rejected Items
          when Seller-authorized carriers are used. Return shipments via
          unauthorized carriers and loss in transit by such carriers are the
          responsibility of Buyer. Buyer shall be responsible for packaging,
          export/import authorization, and customs clearance. Seller reserves
          the right to charge-back to Buyer shipping costs incurred on those
          Items which were returned as rejected and with respect to which no
          fault of Seller was found.


CHANGE:

     B.   Seller warrants to Buyer that all Items provided by Seller for
          delivery hereunder shall conform in all respects to the Purchase AND
          SUBASSEMBLY/ELECTRICAL SPECS OF ADDENDUMS M AND N; be free from
          defects in material and workmanship and be new OR EQUIVALENT TO NEW,
          of the grade and quality specified.

CHANGE


          (i)  Following final acceptance, if an Item delivered hereunder does
               not comply with any of the warranties recited. Buyer shall notify
               Seller as soon as practicable and at Buyer's option, Seller shall
               repair or replace the defective Item, at its sole cost and
               expense, or refund the purchase price. However, prior to any
               return of an Item, Buyer must receive authorization from Seller,
               which authorization will not be unreasonably withheld or delayed.
               Buyer shall be responsible for packaging, export/import
               authorization and customs clearance. Seller reserves the right to
               charge-back to Buyer shipping and related costs incurred on those
               Items which were returned as defective and with respect to which
               no fault of Seller was found.


CHANGE

          (ii) The warranty period for CUSTOM ITEMS shall apply for THE EARLIER
               OF * * * MONTHS OR * * * FOR ITEMS WITH * * *, AND THE EARLIER OF
               * * * MONTHS OR * * * FOR ITEMS WHICH USE * * *, UNTIL SUCH TIME
               WHERE SUPPLIER HAS GAINED SUFFICIENT MANUFACTURING EXPERIENCE
               WITH FOR ITEMS WHICH USE * * *, (AS DEFINED BY THE DELIVERY OF 
               (* * *) * * * SIUS AND * * * DESIGNS) AT WHICH TIME THE WARRANTY
               WILL BE EXTENDED TO THE EARLIER OF * * * MONTHS OR * * *. THE
               WARRANTY IS VALID UNDER NORMAL USE AND CONDITIONS AND WHEN ITEMS
               ARE BEING USED UNDER SPECIFIED OPERATING CONDITIONS AS DEFINED IN
               THE ATTACHED SUB-ASSEMBLY/ELECTRICAL SPECIFICATION. THE WARRANTY
               SHALL COVER BOTH PARTS AND LABOR, STARTING FROM THE DATE OF
               DELIVERY OF THE ITEM.


     DELETE:


         (iii) In conjunction with the warranty period, Seller shall perform
               all preventative maintenance on a mutually agreeable schedule.


     DELETE:


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request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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<PAGE>

          (iv) At Buyer's option the labor value of the warranty, or the
               purchase price of an extended warranty (if purchased with the
               Equipment), can be credited against a Service contract prior to
               the end of the warranty period. All warranty terms will continue
               to apply throughout the term of any Service contract or extended
               warranty period.

     DELETE:

          (v)  Seller shall send Buyer notices at * * * (* * *) days and * * *
               (* * *) days prior to the warranty expiration date for an Item
               explaining the extended warranty options and costs.

ADD

          (vi) Buyer hereby expressly accepts any item if (i) Buyer does not
               reject such Item within * * * (* * *) days from delivery,
               however, the warranties defined in this agreement shall still
               apply.

CHANGE

     C. Seller further warrants, THAT TO THE BEST OF ITS KNOWLEDGE, all Items
furnished hereunder will not infringe any third party's intellectual property
rights, and that Seller has the necessary right, title, and interest to provide
said Items and Services to Buyer free of liens and encumbrances.

     CHANGE:

     E.   Seller warrants that all Services provided shall be performed in
          accordance with good workmanlike standards and shall meet the
          descriptions and specifications provided on Addendum A or a SOW.

DELETE

     F.   Notwithstanding anything to the contrary contained in this Agreement,
          Seller represents and warrants that there will be no disruption in the
          delivery of Items or Services under this Agreement as a result of or
          due to the date change from and between December, 1999, and January,
          2000, nor due to the year 2000 being a leap year.

ADD     8G

               EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, SELLER FURNISHES,
               AND BUYER ACCEPTS, THE ITEMS AND SERVICES AS-IS, WITH NO
               WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED
               THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A
               PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM
               COURSE OF CONDUCT OR DEALING. THE STATED EXPRESS WARRANTIES ARE
               IN LIEU OF ALL OTHER OR DIFFERENT WARRANTIES, ON THE PART OF
               SELLER ARISING OUT OF, OR IN CONNECTION WITH, ANY ITEMS OR
               SERVICES PURCHASED UNDER THIS AGREEMENT. TO THE EXTENT THAT
               SELLER MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY
               WARRANTY RELATING TO INDEMNIFICATION, THE SCOPE AND DURATION OF
               SUCH WARRANTY RELATING TO INDEMNIFICATION SHALL BE THE MINIMUM
               PERMITTED UNDER APPLICABLE LAW.

               CHANGE:

9.   PURCHASE SPECIFICATIONS, IDENTIFICATION AND ERRATA.

CHANGE

     A.   Seller OR BUYER shall not modify the purchase AND
          SUBASSEMBLY/ELECTRICAL specifications for any Item or Services without
          the prior written approval of the Buyer OR SELLER.

CHANGE

     C.   Seller shall provide Buyer with an errata list for NONCONFORMING ITEMS
          and shall promptly notify Buyer in writing of any new errata with
          respect to the Items.

10.  PACKING AND SHIPMENT.

CHANGE

     A.   All Items shall be prepared for shipment in a manner which: (i)
          follows good commercial practice, (ii) is acceptable by common
          carriers for shipment at the lowest rate when the sensitivity of the
          shipped contents are considered, and


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              41

<PAGE>

          (iii) is adequate to ensure safe arrival. If Buyer requests, Seller
          will package Items for cleanroom delivery, per Buyer specification and
          any additional costs will be negotiated. Seller shall mark all
          containers with necessary lifting, handling, unpacking and shipping
          information, Release number, Buyer's Item Identification number or
          part number, description, Line item number, date of shipment and the
          names of the Buyer and Seller.

     CHANGE:

     B.   All ITEMS shall be delivered F.C.A. (Seller's dock). Buyer shall
          notify Seller of the method of shipment. If no instructions are given,
          Seller shall select the most cost effective carrier based upon Buyer's
          required delivery date. Title and risk of loss to Equipment shall pass
          to Buyer upon COLLECTION BY BUYER'S AUTHORIZED CARRIER.

     DELETE

     C.   All Items other than Equipment shall be Delivered Duty Paid ["DDP";
          July 1990 Incoterms] Buyer's dock for Non-Free Trade zone factory
          sites or Delivery Duty Unpaid ["DDU"; July 1990 Incoterms] Buyer's
          dock for Free Trade zone factory sites as specified in the Release.
          Title and risk of loss for all Items other than Equipment shall pass
          to Buyer upon delivery of Items to Buyer's dock.

11.  OWNERSHIP AND BAILMENT RESPONSIBILITIES.

CHANGE

     A.   Any specifications, drawings, schematics, technical information, data,
          tools, dies, patterns, masks, gauges, test equipment and other
          materials furnished to Seller or paid for by Buyer shall (i) remain or
          become Buyer's property, (ii) be used by Seller exclusively for
          Buyer's orders, (iii) be clearly marked as Buyer's property, (iv) be
          segregated when not in use, (v) be kept in good working condition at
          BUYER's expense, and (vi) be shipped to Buyer promptly on Buyer's
          demand or upon termination or expiration of this Agreement, whichever
          occurs first. Any such property furnished by Buyer to Seller that is
          marked or otherwise noted by Buyer as being confidential information
          will be treated by Seller in accordance with Section 12 hereafter.

ADD  11C

     Notwithstanding anything else set forth herein, no provision of this
     Agreement shall effect the transfer of ownership rights in intellectual
     property from Seller to Buyer, nor restrict Seller's ability to transfer,
     license or in any other way utilize its rights in and to intellectual
     property, including but not limited to, any and all rights Seller may have
     in and to patents, copyrights, trademarks, trade secrets and maskworks.

CHANGE

12.  CONFIDENTIALITY AND PUBLICITY.

     A.   During the course of this Agreement, either party may have or may be
          provided access to the other's confidential information and materials.
          Provided information and materials are marked in a manner reasonably
          intended to make the recipient aware, or the recipient is sent written
          notice within forty-eight (48) hours of disclosure, that the
          information and materials are "Confidential", each party agrees to
          maintain such information in accordance with the terms of this
          Agreement AND THE CNDA REFERENCED ON THE SIGNATURE PAGE OF THIS
          AGREEMENT. At a minimum each party agrees to maintain such information
          in confidence and limit disclosure on a need to know BASIS, TO TAKE
          all reasonable precautions to prevent unauthorized disclosure, and to
          treat such information as it treats its own information of a similar
          nature, until the information becomes rightfully available to the
          public through no fault of the non-disclosing party. Seller's
          employees who access Buyer's facilities and BUYER'S EMPLOYEES WHO
          ACCESS SELLER'S FACILITIES may be required to sign a separate access
          agreement prior to admittance to SUCH facilities THE TERMS OF SUCH
          SEPARATE ACCESS AGREEMENTS SHALL NOT, HOWEVER, BE DEEMED TO BE
          INCORPORATED INTO THIS AGREEMENT, NOR SHALL THEY ALTER THE RIGHTS AND
          OBLIGATIONS OF THE PARTIES HEREUNDER. Furthermore, Seller will furnish
          a copy of Addendum C to each of its employees, agents and
          subcontractors who perform work or Services on Buyer's premises or
          facilities or otherwise has access to Buyer's classified and
          CONFIDENTIAL information, networks or software, and will take
          reasonable steps to assure Buyer that all such have read and
          understood Addendum C.

                                                                              42

<PAGE>

13.  INTELLECTUAL PROPERTY INDEMNITY.

     CHANGE

     A.   Subject to Section 32, Seller shall DEFEND, indemnify, and hold Buyer
          harmless from any and all costs, expenses (including reasonably
          attorneys' fees), losses, damages or liabilities incurred because of
          actual or alleged infringement of any patent, copyright, trade secret,
          trademark, maskwork or other intellectual PROPERTY right arising out
          of the use of Items. BUYER WILL PROVIDE SELLER WITH PROMPT WRITTEN
          NOTICE OF THE CLAIM WITH ALL REASONABLE INFORMATION AND ASSISTANCE TO
          DEFEND OR SETTLE THE CLAIM. BUYER CAN PARTICIPATE IN IT'S OWN DEFENSE
          AT IT'S OWN COST. Seller shall not be responsible for Buyer's
          compromise of any claim made without Seller's consent.

     CHANGE

          If an injunction issues as a result of any claim for which Buyer has
          obligations under Section 13(A), Seller agrees at its expense, AND
          BUYERS OPTION, to either:-(i) procure for Buyer the right to continue
          using Items, (ii) replace the Items with non-infringing Items or (iii)
          modify the Items so they become non-infringing. If, despite Seller's
          commercially reasonable efforts, none of the foregoing options are
          available, Seller shall refund to Buyer the purchase price of the
          Item. * * *

     CHANGE

     C.   Seller's obligations pursuant to this Section 13 shall not apply
          where: (i) custom Items are manufactured to Buyer's particular design
          requirements and such design is the cause of the claim; (ii) Items are
          used in combination with Equipment, software or other products not
          supplied, required or recommended by Seller and such infringement
          would not have occurred but for such combination; (iii) the claim is
          based upon Buyer's use of the Items to practice any method or process
          for which the Items were not intended and such use is the cause of the
          claim; (iv) the claim is based upon modification of Items by Buyer
          without Seller's written consent and such infringement would not have
          occurred but for such modification; or (v) the claim is based on
          Buyer's use or transfer of an Item delivered hereunder after Seller's
          notice that Buyer shall cease use or transfer of such Item due to such
          claim, provided that such notice is directed to the majority of
          Seller's customers for the infringing product.

ADD

C2.  Seller shall not be responsible for Buyer's compromise of any claim made
     without Seller's consent.

CHANGE

     D.   THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES OF THE SELLER
          ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

16.  COMPLIANCE WITH LAWS AND RULES

CHANGE

     A.   Throughout the term of this Agreement and any extension thereto,
          Seller shall comply, at its sole cost and expense, with all applicable
          statutes, regulations, rules, ordinances, codes and standards (Laws)
          governing the manufacture, transportation or sale of Items or the
          performance of Services covered by this Agreement anywhere in the
          world, EXCEPT FOR THOSE OBLIGATIONS OF BUYER RELATED TO DELIVERY
          F.C.A. Without limiting the foregoing, in the United States (U.S.)
          this includes all applicable commerce, environmental , occupational
          safety, transportation and securities Laws and all employment and
          labor Laws governing Seller's personnel providing Services to Buyer.
          In complying with the Laws, it is understood and agreed that the
          Equipment shipped to all Buyer sites worldwide must be of a common
          configuration ("Copy Exactly") for use by all Buyer sites worldwide
          and comply with any and all product safety requirements described in
          the Purchase Spec AND SUBASSEMBLY/ELECTRICAL SPECS. M AND N
          RESPECTIVELY or elsewhere in this Agreement. Any Copy Exactly
          exception must be mutually agreed to and documented in a configuration
          specification as a site specific option.

     B.   EACH PARTY AGREES THAT WHILE ON THE OTHER PARTY'S premises or
          performing Services, EACH PARTY agrees to abide by EACH PARTY'S rules
          and regulations that are provided to EACH PARTY in writing; posted
          conspicuously or easily observed while on EACH PARTY's premises or
          customarily followed or known by third party invitee, including, but
          not limited to security, heath, safety, environmental and hazardous


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              43

<PAGE>

          material management rules and rules prohibiting the use of physical
          aggression against persons or property, harassment and theft. EACH
          PARTY will perform only those Services identified on Addendum A and
          will work only in areas designated for such Services. EACH PARTY shall
          take all reasonable precautions to ensure safe working procedures and
          conditions for performance on EACH PARTY'S premises and shall keep
          EACH PARTY'S site neat and free from debris.

CHANGE

18.  GENERAL INDEMNIFICATION.

     SUBJECT TO SECTION 32, Seller agrees to protect, defend, indemnify and hold
     Buyer harmless from and against any and all THIRD PARTY claims,
     liabilities, demands, penalties, forfeitures, suits, judgments and the
     associated costs and expenses (including reasonable attorney's fees), which
     Buyer may hereafter incur, become responsible for or pay out as a result of
     death bodily injury to any person, destruction or damage to any property,
     contamination of or adverse effects on the environment and any clean up
     costs in connection therewith, or any violation of governmental law,
     regulation, or orders, caused, in whole or in part, by (a) Seller's breach
     of any term or provision of this Agreement, (b) any negligent or willful
     acts, errors or omissions by Seller, its employees, officers, agents,
     representatives or sub-contractors in the performance of Services under
     this Agreement; or (c) dangerously defective Items. BUYER WILL PROVIDE
     SELLER WITH PROMPT WRITTEN NOTICE OF THE CLAIM WITH ALL REASONABLE
     INFORMATION AND ASSISTANCE TO DEFEND OR SETTLE THE CLAIM. BUYER CAN
     PARTICIPATE IN ITS OWN DEFENSE AT ITS OWN COST. Seller shall not be
     responsible for Buyer's compromise of any claim made without Seller's
     consent

20.  INDEPENDENT CONTRACTOR

     In performing Services under this Agreement, Seller shall be deemed an
     independent contractor. Its personnel and other representatives shall not
     be deemed agents or employees of Buyer. As an independent contractor,
     Seller will be solely responsible for determining the means and methods for
     performing the required Services. Seller shall have complete charge and
     responsibility for personnel employed by Seller. EACH PARTY reserves the
     right to instruct Seller to remove from Buyer's premises immediately any of
     Seller's personnel who are in breach of Section 16 or 21 of this Agreement.
     Such removal shall not affect Seller's obligation to provide Services under
     this Agreement.

CHANGE

21.  SECURITY.

     EACH PARTY confirms that, to the best of its knowledge, THAT ITS OWN
     EMPLOYEES performing work at THE OTHER PARTY'S facilities have no record of
     criminal convictions involving drugs, assaultive or combative behavior or
     theft within the last five (5) years. EACH PARTY understands that such
     employees may be subject to criminal history investigations by THE VISITED
     PARTY AT SUCH VISITED PARTY'S expense and will be denied access to SUCH
     VISITED PARTY'S facilities if any such criminal convictions are discovered.
     Seller also agrees to comply with Buyer's Alcohol and Drug-free Workplace
     Directive set forth in Addendum B.

CHANGE

22.   NEW DEVELOPMENTS.

      ANY NEW DEVELOPMENTS SHALL BE COVERED UNDER A SEPARATE AGREEMENT.

DELETE -- NOT APPLICABLE

23.  SOFTWARE AND DOCUMENTATION LICENSE.

     A.   DEFINITIONS:

         "SOFTWARE" means any software and/or firmware provided with, embedded
         in or that is necessary, required or normally provided by the Seller
         for the use and/or operation of Items, in object code form, including
         bug fixes, updates, enhancements, and new releases developed by Seller
         during the term of the Agreement.

         "DOCUMENTATION" means any and all user documentation and training
         materials necessary to instruct Buyer in the proper installation, use
         and operation of the Software or Items which accompany either Software
         or Items.

     B.   LICENSE GRANT: Seller grants to Buyer a fully paid, worldwide,
          transferable, non-exclusive, perpetual license, under all intellectual
          property rights owned or licensed by Seller and embodied in the
          Software and/or Documentation to

                                                                              44

<PAGE>

          install, copy and use the Software and use and distribute the
          Documentation internally in the operation of the Software or Items.
          Buyer may make a reasonable number of archived copies of Software for
          back-up purposes. Buyer may copy the Documentation or portions
          thereof, for internal use purposes. Buyer may not reverse engineer the
          Software.

     C.   RIGHT TO TRANSFER: Buyer may transfer the Software, Documentation and
          copies prepared in accordance paragraph 23 B, and all rights
          associated therewith, as part of the sale, lease or other transfer of
          all rights in Items for which the Software and Documentation were
          provided or required, provided that the Buyer retains no copies
          Software, Documentation and the transferee agrees to the terms and
          conditions of this Software and Documentation License,

     D.   OWNERSHIP. Seller shall retain all ownership interest in and to
          Software and Documentation, and except for the express rights and
          license set forth herein, Buyer receives no other rights or license,
          whether by implication, estoppel or otherwise.

     E.   WARRANTIES: Seller makes the following representations and warranties
          to Buyer regarding the Software:

          (1)  The Software will perform in conformance with the Purchase Spec;

          (2)  The Software does not contain any viruses at the time of delivery
               to Buyer;

          (3)  Seller has all necessary rights, title and interest to grant the
               rights set forth herein to Buyer, free of any claims, liens or
               conflicting rights in favor of any third party; and

          (4)  The Software (i) will function without error or interruption
               related to Date Data from more than one century; (ii) requires
               all Date Data (whether received from users, systems, applications
               or other sources) and all date output and results, in any form,
               to include an indication of century in each instance. As used
               herein, "Date Data" means any data or input, whether generated
               within the Item or communicated to it, which includes an
               indication of or reference to date. The foregoing is in addition
               to all other representations and warranties of Seller.

24.  MERGER, MODIFICATION, WAIVER, REMEDIES AND SEVERABILITY.

CHANGE

     A.   This Agreement, THE CNDA REFERENCED ON THE SIGNATURE PAGE OF THIS
          Agreement, ANY MUTUALLY ACCEPTED SOW, and any Releases issued
          hereunder contain the entire understanding between Buyer and Seller
          with respect to the subject matter hereof and merges and supersedes
          all prior and contemporaneous agreements, dealings and negotiations.
          No modification, alteration or amendment shall be effective unless
          made in writing, dated and signed by duly authorized representatives
          of both parties.

CHANGE

     B.   Buyer's AND SELLER'S rights and remedies herein are in addition to any
          other rights and remedies provided by law or in equity.

     D.   If any provision of this Agreement is determined by a court of
          competent jurisdiction to be invalid, illegal, or unenforceable, such
          determination shall not affect the validity of the remaining
          provisions UNLESS BOTH PARTIES DETERMINES IN ITS DISCRETION THAT THE
          COURT'S DETERMINATION CAUSES THIS AGREEMENT TO FAIL IN ANY OF ITS
          ESSENTIAL PURPOSES.

CHANGE

25.  ASSIGNMENT.

Neither party may assign any rights in, nor delegate any obligations under this
Agreement or any portion thereof, without the prior written consent of the other
party which will not be unreasonably withheld or delayed EXCEPT THAT SELLER MAY
ASSIGN THIS AGREEMENT AND ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT PRIOR WRITTEN CONSENT OF BUYER (i) IN CONNECTION WITH A MERGER OR
REORGANIZATION OF SELLER, PROVIDED THAT THE MERGED OR REORGANIZED COMPANY AGREES
IN WRITING TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND/OR
(ii) TO ANY PERSON OR ENTITY ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR
STOCK OF SELLER. ANY ASSIGNMENT IN CONTRAVENTION OF THIS SECTION 25 SHALL BE
NULL AND VOID. EITHER PARTY MAY TERMINATE THIS AGREEMENT FOR CAUSE SHOULD THE
OTHER PARTY ATTEMPT TO MAKE AN UNAUTHORIZED

                                                                              45

<PAGE>

ASSIGNMENT OF ANY RIGHT OR OBLIGATION ARISING HEREUNDER. SUBJECT TO THE
FOREGOING, THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES.

     CHANGE

26.  APPLICABLE LAW

     This Agreement shall be construed and interpreted in accordance with the
     laws of the State of CALIFORNIA, excluding CALIFORNIA'S conflicts of law
     provisions. The provisions of the United Nations Convention on Contracts
     for the International Sale of Goods shall not apply to this Agreement. The
     parties agree that the predominance of this Agreement is the sale of goods,
     and agree that the CALIFORNIA version of the Uniform Commercial Code,
     Article 2, shall be applicable to this Agreement.

29.  SURVIVAL.

     The rights and obligations of the parties as contained in Sections 1, 3
     EXCEPT 3.G, 5, 6, 8, 11, 12, 13, 14, 15, 16, 18, 19, 20, 22, 23, 24, 25,
     26, 27, 28, 29, 30, 32, AND 33 shall survive the termination or expiration
     of this Agreement along with any other right or legal obligation of a party
     created by a term or condition in any Addendum, SOW or Purchase Spec, which
     term or condition by its nature would survive the termination or expiration
     of the Agreement. Promptly following termination or expiration of this
     Agreement, (a) each party shall return the other party's confidential
     information and (b) Buyer shall pay Seller any amounts due.

CHANGE

30.  ORDER OF PRECEDENCE.

     In the event of a conflict or inconsistency between any terms or condition
     of this Agreement including its Addenda on the one hand (excluding
     Addendums M and N) and the Purchase Spec and Subassembly/Electrical
     Specifications of Addendums M and N on the other, the terms and conditions
     of this Agreement and its remaining Addenda shall control.

ADD:

32.  LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES

     EXCEPT FOR SELLER'S LIABILITY FOR INDEMNIFICATION OF BUYER PURSUANT TO
SECTIONS 12, 13, AND 14 OR DEATH OR PERSONAL INJURY TO ANY PERSON OR PROPERTY
DAMAGE TO OTHER PERSONS, OR DIRECT DAMAGE TO INTEL TANGIBLE PROPERTY, IN NO
EVENT SHALL SELLER'S LIABILITY TO BUYER UNDER THIS AGREEMENT EXCEED * * *. THIS
LIMITATION OF SELLER'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR
DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE
SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE
THE LIMIT. IN NO EVENT SHALL SELLER BE LIABLE FOR COSTS OF COVER OR PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR PROFITS, INTERRUPTION OF
BUSINESS OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY ITEM OR
SERVICE PROVIDED HEREUNDER OR ANY RELEASE OR SCOPE OF WORK, HOWEVER CAUSED, ON
ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, WARRANTY, STRICT
LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SELLER
HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES
OR LOSS, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

ADD

33.  TERMINATION OF PRIOR DEVELOPMENT AGREEMENT

     On August 7, 1997, the parties entered into that certain C4 PROBE CARD
DEVELOPMENT AND SUPPLY AGREEMENT ("Prior Agreement"). The parties agree that it
is in their best interests to terminate this Prior Agreement, and no provisions
survive. and the parties hereby terminate the Prior Agreement.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.



                                                                              46

<PAGE>

ADDENDUM A, `ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS,
SPARE PARTS AND SERVICES, PART I. EQUIPMENT.

DELETE

SECTIONS 1, 2, 4, 5, 6, AND 7

RETAIN SECTION:

3.   CHANGE CONTROL

     A.  Buyer may require and Seller agrees to make any Equipment modifications
         needed to bring the Equipment into conformance with the Purchase Spec .
         Such modifications will be performed at no cost to Buyer. Prices for
         upgrades and modifications that exceed the Purchase Spec (current at
         time of installation) will be negotiated at the time Buyer grants
         authorization.

     i.   Seller shall not make changes to Items without prior written approval
          from Buyer.

     ii.  Changes include all hardware assembly modifications that affect the
          manufacturing environment, impact/require recipe alteration to match
          outputs, affect the ergonomic or safety characteristics of the
          Equipment. They may also include modifying Equipment, modules,
          software, subassemblies, parts associated with the manufacturing
          environment or process chemicals/consumables.

     iii. Seller must request approval for such changes by notifying Buyer of
          the proposed change by sending an Equipment change request notice to
          Buyer a minimum of * * * (* * *) days, or as agreed to by both Buyer
          and Seller prior to any proposed change. This notice shall include the
          specific change requested, reason for the change, specific change
          details, Items affected, and the impact to Equipment in the field.

     iv.  Seller shall provide rev-level control and traceability systems for
          Items supplied to Buyer hereunder.

     v.   In the case of Equipment on order but not yet shipped, formal
          modification of the Release is required for any change to the model,
          configuration, variance to the price, performance, acceptance
          specifications, or delivery schedule. No Equipment will be accepted or
          paid for that is in variance to what is shown on the Release unless
          formally authorized by a written change order.

ADDENDUM A

     ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS, SPARE
     PARTS AND SERVICES

DELETE

PART II.     SPARE PARTS.

PART III.    SERVICES.

CHANGE

2.   PRICING

     A.   Prices set forth in Addendum L and specific scopes of work (for
          extended service contracts) shall - remain firm THROUGH * * *.

DELETE

     B.   Seller will decrease rates when they are determined not to be
          competitive with geographical labor rates.

DELETE

     C.   If Seller decreases prices for Services furnished hereunder, the
          prices of any and all remaining Services under this Agreement shall be
          decreased.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              47

<PAGE>

DELETE

3.   ALTERNATE USE OF SCOPE OF WORK PERSONNEL

     If, after receiving Buyer's approval, Seller utilizes personnel assigned
     under any factory-specific Scope of Work (SOW) to perform installation,
     warranty, or other work not included in such factory-specific SOW, Seller
     will credit to Buyer the value of all such work. The amount of any such
     installation, warranty, or other credits will be mutually agreed in
     advance. Buyer shall have the right to accept or reject any Seller requests
     to utilize personnel assigned under a factory-specific SOW to do any such
     work.

DELETE

4.   EQUIPMENT PRE-DELIVERY AND START UP

     C.   Prior to Equipment installation, Seller shall participate in Buyer's
          installation design reviews, identify any flaws in the designs that
          would impair the successful installation of Seller's Equipment, and
          shall approve final design revisions.

     D.   After Buyer has completed Equipment Facilitation, Seller shall work
          the required amount of hours in order to ensure Equipment is installed
          and started up to meet Purchase Specification acceptance criteria and
          production ramp requirements. At a minimum, this shall include final
          connection, pre-safety certification hookup work, mechanical,
          electrical, software functionality testing, chemical functionality
          testing, acceptance to Purchase Spec criteria, and process module
          qualification (final acceptance). Buyer and Seller shall co-develop
          plans, Gantt charts or other tools that are necessary to ensure
          Equipment is ready for each phase of Buyer's production ramp.

DELETE

5.   PROCESS MODULE QUALIFICATION

     E.   Seller shall participate as needed in process and module qualification
          and in integrating the Equipment into the manufacturing process.

     F.   Seller shall use mutually agreed procedures, practices and methodology
          for ensuring that the Equipment being installed matches the
          performance of similar Equipment installed in Buyer's facility.

     G.   Equipment matching shall include, but is not limited to, process
          matching, gauge matching, statistical and Equipment to Equipment
          matching in the same facility or in any of Buyer's facilities, subject
          to any limitation defined in the purchase Spec.

     H.   Buyer shall provide Seller with training to assist in Equipment,
          process and module characterization procedures.

     F.   Seller shall assist Buyer in streamlining the process within critical
          parameter requirements to achieve greater machine effectiveness and
          higher output volume.

DELETE

6.   FIELD SERVICE SUPPORT

     C.   If equipment does not meet performance requirements and specifications
          as detailed in the Purchase Specification, Seller shall provide during
          the warranty period service engineer on Buyer's site during the first
          year at each of the new Buyers site installations. At no additional
          cost, should chronic problems persist, additional field service
          engineers will be dedicated to provide * * * on-site coverage, until
          Equipment consistently meets Purchase Specifications. Sites shall have
          the option of extending on-site coverage at a rate in accordance with
          Addendum "Service," provided Purchase Specifications have been
          achieved

     D.   Seller will provide worldwide field service support to ensure that the
          equipment meets or exceeds the performance specifications. Seller will
          (i) monitor and report data on performance to plan (by work week) at
          the required service contract, warranty and management reviews, (ii)
          actively participate in continuous improvement forums, such as, users
          groups, (iii) continuously improve their process capability,
          application knowledge, and support, (iv) train and certify their field
          service personnel so that they meet the requirements identified in
          this agreement, and (v) develop the appropriate escalation procedures
          for problem resolution and Equipment down situations.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              48

<PAGE>

7.   CONTINUOUS IMPROVEMENT

DELETE

     A.   After the first Equipment is installed at a site, Buyer may require
          Seller to participate in a joint program to baseline and improve the
          performance of Seller's Equipment in Buyer's production applications.
          At the end of six months, Buyer and Seller shall review this baseline
          performance and establish long range continuous improvement goals. In
          no case shall baseline Equipment performance be less than parameters
          defined in the Purchase Specifications. Seller commits to a
          continuously improving Equipment Cost of Ownership (CoO).

CHANGE

     C. Seller AND BUYER MAY WORK TOGETHER to collect and analyze data through
     Buyer's automated data collection system and/or other data available to
     Seller and recommend corrections or improvements to Equipment.

8.   ESCALATION

     A.   Seller will provide telephone Technical Support with a * * * pager
          telephone response basis * * *. Seller will also provide an escalation
          list with the phone numbers of at least three senior technical
          personnel. If a problem occurs with a piece of Seller's Equipment,
          Buyer shall immediately call Seller's Technical Support (or escalation
          list, if necessary).

DELETE

     B.   If a problem with Equipment cannot be resolved by Buyer's personnel
          within * * * of such a call, Seller will have service personnel on
          Buyer's site within * * * or within * * * if an extended service
          contract is in place.

DELETE

     C.   If the problem is still unresolved * * * after the initial call,
          Seller shall dispatch at least one additional senior (Level III) field
          service engineer to the site.

CHANGE


     D.   If the problem is still unresolved * * * after the initial call, BUYER
          MAY REQUEST AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO 
          * * *.


CHANGE

     E.   A post mortem report is required for all equipment down over * * *.
          Seller's Field Service Manager is responsible for scheduling a post
          mortem meeting with the Buyer after the "Escalated" problem is
          resolved. The Seller report will include, but is not limited to,
          documenting the root cause , plan of action, any future preventive
          actions, a summary of the daily activities noting parts used, their
          effect on the problem, and any change to the plan of action.

    CHANGE

     F.   IF * * *, These levels of escalation will be provided at no cost
          during the warranty period. * * *

9.  TECHNICAL EXPERTISE

CHANGE

     A.   In order to be considered a Level III Field Service Engineer (FSE OR
          FAE, FIELD APPLICATION ENGINEER), the individual must meet all of the
          following requirements:

          i.   At least six months experience working with the model(s) of
               equipment being supported under this Agreement. Seller will work
               with Buyer's training and documentation representative to develop
               and produce a training plan, which will raise this individual to
               Level III status.

DELETE

          iv.  Seller personnel used to install new equipment or relocate
               existing equipment must be Skill Certified Level III


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              49

<PAGE>

DELETE

          v.   ON SITE and OFF SITE Field Service Engineers must be Skill
               Certified LEVEL III , as per Curriculum Section Addendum J.

DELETE

          vi.  ON SITE FIELD SERVICE ENGINEER (OSFSE) - The OSFSE will be
               responsible for the management and supervision of Seller's team
               of Field Service Engineer (FSE's) and other personnel utilized in
               the performance of this Agreement. The OSFSE will be a primary
               communication link from Buyer's factory to Seller, and will
               participate in Buyer's various equipment improvement teams, and
               management reviews as requested. The OSFSE must be a certified
               Level III (as per Section Addendum J of this Agreement) and will
               deliver on-the-job training and formal training per Specification
               20-254 section 4.7 to maintain and improve the skills of the
               FSE's and Buyer's factory personnel assigned to Seller's
               equipment. The OSFSE must report equipment performance MTBA,
               MTBF, Utilization, Outs per system, Spares usage, and PM PAS,
               weekly to responsible Process/Equipment Engineer, Site Supplier
               Management Team and Buyer, as well as performance against
               schedule (PAS) for any agreed to service objectives or issues and
               plans. The OSFSE shall be responsible for resolving any Seller
               personnel-related discipline issues. However, Buyer reserves the
               right to request the immediate removal of any Seller personnel
               who are in breach of any laws, regulations, or provisions of this
               Agreement.

CHANGE

     D. If any of Seller's personnel assigned to any factory-specific service
     Scope of Work, upon commencement of work at Buyer's factory, are not Level
     III as defined in this Section, Buyer may choose from one of the remedies
     listed below. Such remedies will apply only to the individual personnel in
     question and will be in effect only until such time as Seller can prove
     that such personnel have met the requirements to be "Level III."

          i.   The individual is removed from Buyer's factory and replaced by a
               "Level III." Or,

          ii.  The individual may remain but shall be supplemented at no charge
               by an additional Seller personnel who is Level III certified Or,

          iii. Buyer may cancel the portion of the applicable factory-specific
               service Scope of Work equal to the number of individuals who are
               not Level III, with no cancellation liability.

10.  OTHER SELLER RESPONSIBILITIES

DELETE

     A.   Seller must provide both Preventive Maintenance (PM) and Corrective
          Maintenance (CM) support to mutually agreed procedures, which are
          defined in Buyer's PM Specifications. Should a situation arise where
          multiple procedures exist, Buyer's procedures will be executed by
          default.

CHANGE

     B.   FSE's MAY, AT SELLER'S DISCRETION participate and contribute to Buyer
          factory support teams.

DELETE

     B.   FSE must be Performance Base Equipment Training (PBET) certified.

     DELETE

     C.   FSE will provide training described in 20-254 Training Requirements to
          support Buyer's maintenance capability AT THE FEE SCHEDULE DEFINED IN
          ADDENDUM L.

     D.   Modifications and/or procedural changes recommended by Seller will be
          implemented only as defined by Buyer's Change Control Procedures.

CHANGE

     E.   Seller MAY work with Buyer to develop, test, and proliferate
          Continuous Improvement Projects (CIP) needed to meet or exceed the
          Corporate Purchase Agreement and Corporate Purchase Specification
          requirements.

    DELETE

                                                                              50

<PAGE>

     F.   Seller will provide documented and demonstrated Response Flow
          Checklists (RFCs) for equipment troubleshooting and repair of the
          common failures from the reliability growth testing.

CHANGE

     J. SELLER is responsible for FSE training, tracking and competency in all
     Buyers safety requirements, as per Section Addendum J. This is inclusive of
     any and all work performed by the Sellers FSE, at the Buyers sites.

DELETE

     K.   Seller must help develop and execute activities to reduce scrap and
          unit losses and unscheduled downtime incidents.

DELETE

     M.   Seller shall generate Predictive Maintenance schedules.

DELETE

     N.   Should Seller have non-English speaking FSE's on site, Seller shall
          provide adequate bilingual support for translation.

DELETE

     O.   As team member, Seller personnel shall function as proficient
          maintenance technicians, to comply with Buyers in-house procedures,
          while at the same time utilizing Seller knowledge to maintain
          equipment and offering suggestions on improved methodology for
          achievement of cost effective output increases.

DELETE

     Seller shall provide Buyer with all Equipment-specific tools (one set per
     site).

11.  BUYER RESPONSIBILITIES

     A.   Buyer shall provide work area for Seller's contracted on site FSE
          employees in the maintenance shop Additional Office space shall be
          determined by local factory conditions.

     B.   Buyer shall provide access to Equipment for preventative maintenance
          or repair.

     C.   Buyer shall provide factory contacts to define priorities and assist
          in resolving disputes and disciplinary issues.

     D.   Buyer shall provide access to facility and Equipment documentation.

     E.   Buyer shall provide a schedule of holidays and shutdowns.

ADD

     F.   BUYER MAY PROVIDE ACCESS TO A COMPUTER FOR NECESSARY TECHNICAL
          PROGRAMS, EMAIL, ETC...

ADD TO END OF ADDENDUM C

In no event shall such updates to the protection methods materially change
Seller's obligations under this Agreement. Seller may terminate this Agreement
with five (5) days notice if any changes to protection methods are deemed by
Seller to be unacceptable.

DELETE ADDENDUMS D, E, F, G, H, I, AND J

ADD ADDENDUM L:

                                   ADDENDUM L

                          C4 SIU PRICING AND LEADTIMES

                                                                              51

<PAGE>

1.   C4 PRICING

     A.   Non-recurring Engineering for each new design shall be $* * * .

     B.   Should Buyer purchase * * * or more SIUs for a new product at one
          time, the * * * pricing will apply for those first * * *
          units.............

     C.   Seller may utilize and ship against the alternate specification for
          the first * * * SIUs only. Seller will discount the SIU price for the
          alternate spec. SIUs by * * *%. Alternate specification is defined as
          not meeting the 100% specification, and * * *.

     D.   It is expected that all new product designs will be similar in design
          to those found in the following Design Rules and Probe Layouts, that
          should eliminate any custom quoting.

     E.   C4 Pricing Based on Layout complexity and Pin Count


<TABLE>
<CAPTION>
--------------- ------------- --------------- ----------------- ------------------ ---------------
PROBE QUANTITY   CUMULATIVE      LAYOUT 1                                              CUSTOM
                  QUANTITY        AND L2         LAYOUT L3          LAYOUT L4          LAYOUT
--------------- ------------- --------------- ----------------- ------------------ ---------------
<S>             <C>           <C>             <C>               <C>                <C>
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------

--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------

--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *        by quotation
--------------- ------------- --------------- ----------------- ------------------ ---------------

--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *             $  * * *        $  * * *          $  * * *           $  * * *
--------------- ------------- --------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *           $  * * *
--------------- -------------- -------------- ----------------- ------------------ ---------------

--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *       by quotation
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *       by quotation
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *              $  * * *       $  * * *          $  * * *       by quotation
--------------- -------------- -------------- ----------------- ------------------ ---------------
* * *           * * *          by quotation   by quotation       by quotation      by quotation
--------------- -------------- -------------- ----------------- ------------------ ---------------
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              52

<PAGE>

     F.   Design Rules and Probe Layouts.

The following illustrations define typical layouts that are referred to in Table
1. These layouts are based primarily on current experiences and * * * designs.

Multiple repetitions of the same pattern (A, B, C, D) in a layout is acceptable.
Repetition of a pattern is defined as translation of the pattern to another area
of the array. Rotation of a pattern creates a new pattern (ex. pattern C
translated and rotated by 45 degrees creates a new pattern). Probe Density Rules
must be met.

     KEY

A             Uniform pattern (portions may be depopulated, single pattern for 
              the design)

B             Additional pattern(s) and or pitches compared to pattern A

C, D, E, etc. Additional pattern and or pitch compared to patterns A or B, etc.



                                [4 graphics here]



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              53

<PAGE>

     2.   $* * * MINIMUM ORDER FOR NEW PRODUCT

     A.   For every new product design, Buyer shall place a minimum order value
          of $* * *. The minimum order value is comprised of the NRE
          (non-recurring engineering) cost, and the SIU cost, multiplied by the
          number of SIUs (sort interface units) purchased. Should Buyer not
          order enough SIUs to meet the minimum order value, Buyer will still be
          invoiced for $* * *.

     3.   SERVICE PRICING

     A.   Field Service Engineer (FSE) pricing will be at a daily rate of $* * *
          per 8 hour day. If Buyer and Supplier mutually agree, FSEs may work in
          excess of 8 hours per day, but no more than 12 hours per day. FSE
          pricing beyond 8 hours will be at an hourly rate of $* * * per hour.

     4.   LEADTIMES

     A.   Leadtimes for C4 First Articles is * * * weeks plus American and/or
          Japan holidays, as provided by Seller to Buyer each year in advance,
          and as agreed to between Buyer and Seller.


     B.   Leadtimes for Buyer C4 forecasted reorders (repeat orders) is * * *
          weeks. Buyer may expedite forecast reorders for a * * * week
          through-put time for a * * *% expedite fee, or for a * * * week
          through-put time for a * * *% expedite fee, subject to Seller's
          acceptance. Seller shall commit to either the * * * or * * * week
          expedite at time of order release, and should Seller not meet the
          expedite time, then no premium shall be paid. Expedited reorders will
          not count against late deliveries for on time delivery as reported on
          the Supplier Report Card (only if the reorder is greater than * * *
          weeks with the reorder count negatively against on time delivery). If
          an expedited order is delivered in greater than * * * weeks, then
          Buyer shall only pay for the reorder price (and not the * * *% or 
          * * *% expedite fee). 



          C. Leadtimes for Buyer C4 un-forecasted reorders (repeat orders) is 
          * * * weeks. Buyer may expedite un-forecasted reorders for a * * * 
          week throughput time for a * * *% expedite fee, subject to raw
          material in stock or raw materials can be procured in time to meet the
          expedited schedule. Expedited reorders will not count against late
          deliveries for on time delivery as reported on the Supplier Report
          Card (only if the reorder is greater than * * * weeks with the reorder
          count negatively against on time delivery). If an expedited order is
          delivered in greater than * * * weeks, then Buyer shall only pay for
          the reorder price (and not the * * *% expedite fee).



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              54

<PAGE>

                                   ADDENDUM M

                           Procurement Spec. 07-1000-5


1    Title: SIU Procurement Specification

2    Purpose:

     2.1  To establish uniform business standards for procurement of Sort
          Interface Units (SIU).

     2.2  To outline the qualification and disqualification process used in
          selecting suppliers of SIUs.

     2.3  To define some of the terminology used in association with ITTO Test
          Tooling SIU transactions.

3    Scope:

     3.1  This specification applies to all SIUs being purchased for use within
          Intel.

     3.2  This specification applies to all suppliers of SIUs.

4    Applicable Forms/Documents

     4.1  Drawings/Information through electronic transfer

          4.1.1 All Gerber artwork files (RS274x format)

          4.1.2 Assembly Drawings/Information (electronic transfer)

          4.1.3 Die pad coordinates and tester channel assignments spreadsheet
               (.XLS)

          4.1.4 PRV/ITC (or equivalent SIU analyzer) reference file

          4.1.5 Mechanical Drawing (.PDF format)

          4.1.6 Data Sheet (.PDF format)

          4.1.7 Schematic (.PDF format)

          4.1.8 Fab Drawing (.PDF format)

     4.2  ITTO Test Tooling Product Catalog

     4.3  Relevant Sub Assembly and Electrical Spec

          4.3.1 86-2504 Resilient Contact Probe Card Subassembly & Electrical
               spec. (if applicable)

          4.3.2 86-2504 Buckling Beam Probe Card Subassembly & Electrical spec.
               (if applicable)

          4.3.3 Probe Card Subassembly & Electrical spec

     4.4  Corporate Non-Disclosure Agreement (CNDA)

     4.5  Confidential Information Transmittal Record (CITR)

5    General

     5.1  Key Results

          5.1.1 Clearly communicate Intel's requirements for SIU physical and
                functional parameters and supplier qualification process.

          5.1.2 Provide an uninterrupted supply of high quality SIUs to Intel's
                internal production, production support, and development
                operations.

     5.2  Terms and Definitions

          5.2.1 Acceptance: Intel verification that an SIU meets specified
                criteria as outlined in the documents listed in Criteria and
                Procedure section of this document, and as determined during the
                incoming inspection.

          5.2.2 First Article Inspection: Inspection by ITTO Engineering of the
                first build by that supplier of a given product.

                                                                              55

<PAGE>

          5.2.3 Incoming Inspection: Standard quality assessment performed when
                a SIU is received at an Intel site from the supplier.

          5.2.4 ITTO Test Tooling: Intel Tooling Operations, Test Tooling -
                Intel group chartered to coordinate SIU procurement for HVM 
                Intel Factories.

          5.2.5 Qualification Types:

               5.2.5.1 Conditional Qualification: After the agreed upon First
                       Articles have been accepted by Intel, the supplier 
                       becomes conditionally qualified for the technology or
                       technology level under evaluation. During the conditional
                       qualification period, the supplier's volume is restricted
                       to the orders placed to complete the qualification 
                       status.

               5.2.5.2 Full Qualification: Once all qualification samples have
                       been delivered and the supplier has met the agreed upon
                       success criteria, the supplier reaches full qualification
                       for the technology or technology level evaluated. At this
                       point, Intel may choose to increase order volume based on
                       need.

          5.2.6 SIU: Sort Interface Unit, (a.k.a. probe card).

          5.2.7 Supplier: Any manufacturer which provides production ready test
                tooling (SIUs, etc.) to Intel.

          5.2.8 Technology, Technology Level: Details are in Intel Product
                Requirement Docs (PRD). Access to PRD information through ITTO
                Engineering

          Examples:

               A.   SIUs and cantilever style SIUs are different technologies.

               B.   237 um pitch and 225 um pitch SIUs are different technology
                    levels.

6    Policy/Procedure

     6.1  Supplier Qualification

          6.1.1 Before initializing discussions with any prospective supplier
                (and sub-supplier where necessary), the Intel purchasing
                representative will execute the appropriate Corporate
                Non-Disclosure Agreement (CNDA) with the supplier. All
                information communicated will be outlined in a supplementary
                Confidential Information Transmittal Record (CITR).

          6.1.2 ITTO Test Tooling and purchasing will meet with the prospective
                supplier to discuss Intel specifications and requirements. 
                Topics will include, but will not be limited to: SIU
                specifications, supplier volume, delivery capabilities and other
                business considerations, supplier process controls and quality
                assurance methodology, and future technology support.

                6.1.2.1 If, in Intel's opinion, the prospective supplier appears
                        unlikely to be able to satisfy Intel's short and/or long
                        term needs, Intel may terminate the evaluation with no
                        prejudice to the supplier.

                6.1.2.2 Intel reserves this right, independent of whether 
                        factors are under the supplier's control, or whether the
                        factors are subjective or quantitative in nature.

          6.1.3 Each technology and/or technology level may require a separate
                qualification.

          6.1.4 Intel and the supplier will negotiate an agreement on terms for
                delivery of first article goods for evaluation. This should
                include pricing, delivery schedule, and first article product.

          6.1.5 Qualification parameters will be established based on the
                criteria outlined in section 6.3.

                6.1.5.1 Success criteria for these parameters will be defined
                        (depending on the parameter) using a combination of
                        distribution matching to requirements (mean, standard
                        deviation), pass/fail criteria or meeting spec ranges.

                6.1.5.2 Qualification Parameters, Success Criteria and sample
                        size will be negotiated and established between Intel 
                        and Supplier prior to beginning conditional 
                        qualification.

                6.1.5.3 The first article sample shall include one or more SIUs.
                        The exact number is to be determined during negotiation,
                        and may be dependent on the nature of the product.

                                                                              56

<PAGE>

                6.1.5.4 The requirements of the first article sample(s) will be
                        validated against the relevant first article checklist.

          6.1.6 Intel will provide the supplier with all drawings and
                documentation necessary to build the first article SIUs to the
                necessary specifications. This information transmittal must be
                accompanied by a CITR signed by both parties.

          6.1.7 Upon receipt of supplier's first article SIU(s), Intel will
                evaluate the card(s) according to the criteria outlined in
                section 6.3.

          6.1.8 If the first article SIUs meet Intel approval according to the
                criteria listed herein, the supplier will be deemed
                "Conditionally Qualified" on that product. The supplier will
                remain in conditional qualification status until such time as 
                all full qualification criteria have been demonstrated.

                6.1.8.1 Samples must exhibit 100% conformance to acceptance
                        criteria directly affecting functionality to allow 
                        supplier to achieve conditional qualification.

                6.1.8.2 During conditional qualification, samples exhibiting 
                        100% conformance to acceptance criteria will be shipped 
                        to customers.

                6.1.8.3 Non-conformance to criteria not directly affecting
                        functionality, such as artwork, documentation and 
                        packaging, will not prevent the supplier from achieving 
                        conditional qualification, however, conformance to these
                        items individually must be demonstrated prior to 
                        acceptance of the SIU.

          6.1.9 If the First Article SIU(s) do not meet the criteria listed
                herein, Intel will inform the supplier in writing, indicating
                which criteria were deficient, and to what degree, and the 
                SIU(s) will remain with the supplier. (Intel also reserves the 
                right to determine (based on the root cause and correction) if 
                the data from failing sample(s) will be included in the full
                qualification.)

         6.1.10 The supplier has the option to either withdraw itself from the
                qualification process, to repair, or to re-submit another 
                sample. Supplier must notify Intel in writing of intent within 
                ten business days from Intel notification of sample deficiency. 
                Any repairs or re-submissions will be completed by the supplier 
                at no additional cost to Intel.

                6.1.10.1 If the supplier chooses to re-submit another sample, it
                         must address the deficient criteria from the first 
                         sample with a written explanation and corrective action
                         report.

                6.1.10.2 If the supplier chooses to repair and resubmit the same
                         sample, a corrective action report must be submitted 
                         along with the intent letter, and Intel must approve 
                         the corrective action prior to delivery of the repaired
                         SIU.

                6.1.10.3 If the supplier chooses to withdraw itself from the
                         qualification process, the supplier will not be 
                         eligible to attempt qualification on the same product, 
                         technology, or technology level until they are able to 
                         present clear and convincing evidence that they have 
                         completed a corrective action plan, and that the stated
                         deficiency is corrected. The supplier will, however, 
                         remain eligible to attempt qualification for other 
                         technologies or technology levels.

          6.1.11 Failure to meet specified criteria during a qualification will
                 have no effect on the qualification status of the supplier for
                 any other product type, technology, or technology level on 
                 which they are currently qualified by Intel.

          6.1.12 Conditional Qualification will continue until Intel has
                 accepted the appropriate sample size to allow Intel to
                 statistically verify performance to the qualification line 
                 items outlined in section 6.3.

                 A. For those parameters with statistical success criteria,
                    qualification must demonstrate supplier is statistically
                    equal to or better than existing supplier distributions for
                    the equivalent technology, technology level under
                    evaluation.

                 B. For those parameters with statistical success criteria but
                    no baseline exists, the supplier will be evaluated against
                    the specification target and specification window for the
                    technology, technology level, under evaluation.

          6.1.13 The sample size used for qualification is dependent on the
                 minimum detectable difference in means, (alpha) (alpha), and
                 (beta) (beta) as defined by ITTO Test Tooling to determine
                 success criteria. Typically, the (delta) (delta) = 1.5 standard
                 deviations and (alpha) (alpha) = (beta) (beta) = 0.05. Standard
                 deviation

                                                                              57

<PAGE>

                 (assessment of the spread of the data) may also be evaluated, 
                 but will not determine sample size. Under special 
                 circumstances, Intel reserves the right to either increase or
                 decrease sample size and/or delta. The sample size and delta 
                 will be communicated to the supplier during initial 
                 qualification discussions.

          6.1.14 Upon meeting the success criteria, the supplier will achieve 
                 full qualification status for that product type, technology, or
                 technology level. The supplier will be notified in writing.

          6.1.15 Changes to the product form, fit, or function, initiated either
                 by Intel or by the supplier, can result in:

                 A. PRE QUALIFICATION: Qualification sample plan may be
                    restarted.

                 B. POST QUALIFICATION: Return to conditional qualification 
                    status on that product type or technology level.

                 6.1.15.1 Changes noted above will be evaluated on a case by 
                          case basis for applicability of this requirement. The
                          supplier will be notified in writing of this action.

     6.2  Supplier Disqualification

          6.2.1 In situations where a supplier has exhibited repeated quality 
                issues which create an environment of unpredictable SIU supply,
                Intel reserves the right to apply the conditional qualification
                status to ensure corrective action. Because such a situation
                depends on a variety of factors (i.e.; volume, production
                conditions, lead times, etc.), this action will be carefully
                reviewed with the supplier prior to being taken.

          6.2.2 If a supplier is disqualified, they may not re-qualify on the
                same technology level unless they are able to present clear and
                convincing evidence that they have completed a corrective action
                plan, and that the stated deficiency has been corrected.

     6.3  Criteria and Procedure

          6.3.1 General

                6.3.1.1 In the event of conflict between information in
                        this specification or specification 86-2504, and
                        that of other applicable procurement documents, the
                        precedence in which requirements shall govern, in
                        descending order, is as follows:

                A.   Written ECO's, letters, waivers, or faxes which clarify the
                     purchase order.

                B.   Intel Purchase Order

                C.   The Data Sheet

                D.   Reference Documents specified in the Data Sheet.

                     E.g.; the Fab Drawing, the Electrical Assembly Drawing, and
                           ECO's.

                F.   This spec, & the relevant Subassembly & Electrical Spec.

                G.   Design Rules

                6.3.1.2 In all cases where a specified criterion or requirement
                        is to be waived in the order or delivery of a SIU, the
                        waiver must be documented for record keeping at ITTO 
                        Test Tooling.

                6.3.1.3 The supplier must provide Intel written notification and
                        Intel must issue a written waiver (or change required
                        documentation) before changing any part of the form, 
                        fit, or function of a SIU, packaging, or any aspect of 
                        the business arrangement between the supplier and Intel.

                6.3.1.4 Intel will notify the supplier of SIU acceptance or
                        rejection in writing, within 21 calendar days from the 
                        time of shipment.

          6.3.2 Printed Circuit Board

                6.3.2.1 All physical dimensions and tolerances must be achieved
                        as specified in the appropriate fabrication/assembly
                        drawings.

                                                                              58

<PAGE>

                6.3.2.2 All specified on-board discrete components (capacitors,
                        resistors, EPROMs, etc.) must be present and functional 
                        as specified in the appropriate assembly drawings.

                6.3.2.3 Each SIU must have securely (or permanently) and legibly
                        marked upon it an alpha-numeric identifier which is 
                        unique to that SIU. This identifier must be included on 
                        all documentation delivered with the SIU. This 
                        identifier is for Intel tracking, and does not replace
                        supplier's existing process specific serialization, if 
                        any. Alpha- numeric identifier must conform to Intel
                        requirements as defined by Intel purchase order.

          6.3.3 Sub-Assembly/Electrical requirements - See the relevant
                Subassembly and Electrical Specification.

                6.3.3.1 SIUs must pass all required criteria while attached to
                        the same fixture ring (if any required) with which it 
                        will ship.

          6.3.4 Packaging

                6.3.4.1 Packaging must consist of rigid outer materials
                        sufficient to prevent collapse onto the SIU due to:

                - Pressure from cushioning within shipping carton

                - Free fall drop at any orientation from height of 48" while in 
                  shipping carton

                - Normal handling throughout lifetime

                6.3.4.2 Package must include a secure mechanism or design which
                        prevents package from opening, or SIU from dislocating
                        within the package, during shipping. Sealing method must
                        be able to withstand a 48" free fall drop at any 
                        orientation while in shipping carton.

                6.3.4.3 Rigid SIU package must be sealed within at least one
                        flexible bag throughout shipping to prevent migration of
                        shipping package materials into the SIU package.

                6.3.4.4 A removable cover must be provided which prevents 
                        contact with the sub-assembly during SIU handling.

          6.3.5 Material Quality: See the relevant Subassembly and Electrical
                Specification.

          6.3.6 Documentation

                6.3.6.1 All documentation must contain the unique identification
                        number of the SIU to ensure traceability.

                6.3.6.2 Supplier will comply with ITTO Test Tooling transaction
                        and documentation procedures. These will be outlined and
                        monitored through supplier/ITTO business meetings.

7    Responsibilities

     7.1  It is the supplier's responsibility to meet the SIU product quality
          and functionality requirements defined in this document, regardless of
          the level of inspection performed at Intel prior to use, or at the
          supplier site prior to shipment.

     7.2  Required supplier deliverables consist of the following:

          7.2.1 Hardware:

                7.2.1.1 Complete and functional SIU tested and verified as 
                        meeting Intel's specified criteria.

          7.2.2 Documentation:

                7.2.2.1 Probe layout (or graphic representation of probe
                        alignment data)

                7.2.2.2 SIU analyzer inspection results on 3.5" diskette in
                        agreed upon format.

                7.2.2.3 SIU inspection criteria (e.g.; checklist indicating SIU
                        passed outgoing inspection).

     7.3  It is the responsibility of ITTO Test Tooling to manage quality, form,
          fit, and function of additional components defined by Intel that are
          outside of the supplier's direct control (e.g. fixtures, shipping
          containers).

                                                                              59

<PAGE>

     7.4  It is the responsibility of the ITTO Test Tooling Quality Group to
          ensure that the outgoing inspection methodology and metrology of any
          supplier is such that there is a close correlation between the
          supplier's outgoing quality assessment of a product, and Intel's
          incoming inspection.

     7.5  It is the responsibility of the ITTO Test Tooling Engineering Group to
          ensure that any change to the design or function of a SIU, or any SIU
          from a prospective supplier which possesses a new design or new
          materials, is first evaluated to verify that it meets specified
          requirements.

     7.6  It is the responsibility of the supplier to immediately notify Intel
          if a discrepancy, misunderstanding, or ambiguity is located in any of
          the documentation required to manufacture the SIU.

     7.7  Change Control:

          7.7.1 Supplier generated change requests will be co-managed utilizing
                an agreed upon supplier change control system.

          7.7.2 Supplier Responsibility:

                7.7.2.1 Notify Intel in writing under CITR, at least two weeks
                        prior to making any change in the materials used in
                        manufacturing Intel products included in his 
                        specification. Any test data regarding material 
                        performance, reliability, environmental impact, etc. 
                        must be made available to Intel upon request before the
                        change takes place.

          7.7.3 ITTO Responsibilities:

                7.7.3.1 Ensure that any change to the design or function of a
                        probecard or any probecard from a prospective supplier 
                        which possesses a new design or new materials is first
                        evaluated to verify that it meets specified 
                        requirements.

                7.7.3.2 Respond to Supplier in a timely manner as to status and
                        approval for change requests.

8    Spec. History

     8.1  rev. 0.0: Original author collaboration by * * *. Spec 07-1004 to
          replace and supercede 07-1003 and any other 07-XXXX purchasing
          specification.

     8.2  rev. 1.0: Modification by * * * to cover both SIU types: 1) epoxy
          needle 2) resilient contact. Spec owner now * * *. Spec 07-1004 to
          replace and supercede 07-1003 and any other 07-XXXX purchasing
          specification.

     8.3  Rev. 2.0: Modification by * * * to add buckling beam. And Spec.
          07-1000-5 to supercede all previous specs..

     8.4  Rev. 3.0: Add datasheet, schematic, mechanical drawing, fab drawing to
          4.1. Remove 4.1.2 and 4.1.6. Correct misspelled words.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              60

<PAGE>

                                   ADDENDUM N

                       X60 RC Subassembly/Electrical Spec.


1.1  86-2504 Resilient contact c4 array SIU subassembly & electrical
     specification

1.2  PURPOSE:

The purpose is to clearly state all current physical and electrical requirements
for probe cards purchased by Intel to support C4 activities.

1.3  SCOPE:

This spec applies to all resilient contact C4 array probe cards purchased by
Intel.

1.4  Reference Documents:

1.  Spec * * * C4 Array SIU Procurement

2.  * * * files (* * * Format)

3.  * * * files (if * * * format)

4.  Assembly Drawings/Information (electronic transfer)

5.  Die Pad coordinates and tester channel assignment spreadsheet (.XLS)

6.  ITC (or equivalent SIU analyzer) reference file

7.  PCB Fabrication Drawing (.DXF or RS274)

\ SECTION "2.0  process:"

2.1.1  Process Reference Items, for C4 Array Resilient Contact probe card
requirements are listed below. Values in parenthesis are in mils unless
otherwise noted:


<TABLE>
<CAPTION>
-------------------------    --------------      --------------       -------------
<S>                          <C>                 <C>                 <C>           
Process Reference Items      * * *               * * *               * * *         
                             C4 Array            C4 Array            C4 Array
-------------------------    --------------      --------------      --------------
Minimum Bump Pitch           * * *               * * *               * * *         
Shrink
-------------------------    --------------      --------------      --------------
Maximum Overdrive            * * *               * * *               * * *         
Shrink
-------------------------    --------------      --------------      --------------
</TABLE>



2.1.2 Required Items, for C4 Array Resilient Contact probe card requirements are
listed below. Values in parenthesis are in mils unless otherwise noted:


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              61

<PAGE>


<TABLE>
<CAPTION>
<S>                         <C>                             <C>                  
--------------------        ----------------------          ---------------------
Required Items              * * * C4 Array                  Measurement Method at
                                                            Outgoing
--------------------        ----------------------          ---------------------
Components / BOM            * * *                           Optical/Ohmmeter /   
                                                            BSL Roboprobe System 

--------------------        ----------------------          ---------------------
Contact Force               * * *                           Current: Kmapper     
                                                            Future: * * *
--------------------        ----------------------          ---------------------
Keep out areas              No components                   Optical              
--------------------        ----------------------          ---------------------
Keep out Requirement        * * *                           Current: PB3000
Spring Design
--------------------        ----------------------          ---------------------
Leakage                     Signal Probes:                  Current: PB30000 &
(AT 5 Volts DC)             * * *                           Bench Leakage Test   
                            Power Supply Probes:            Future:              
                            * * *                                                

--------------------        ----------------------          ---------------------
Path Resistance             * * * - signal probes           Current: PB3000      
(Includes C-Res)                                            Future:              
                            * * * - single power                                 
                                    supply probe

--------------------        ----------------------          ---------------------
PCB  Characteristics        Impedance * * *                 PCB Supplier TDR     
                            Hole posit/diameter             optical and/or CMM   
                            per PCB fab drawing.            (Coord Meas Machine) 
                            PCB * * *.                      Visual + Mount on
                                                            PC3000
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              62

<PAGE>


<TABLE>
<CAPTION>
--------------------         ----------------------          ---------------------
<S>                          <C>                             <C>                  
Probe Angle                  As per Data Sheet using         Optical Microscope   
                             orientation convention          and/or PB3000        
                             definition (+-TBD Deg)
--------------------         ----------------------          ---------------------
Probe Blade Tip Height       * * *                           Current: TBR         


--------------------         ----------------------          ---------------------
Probe Blade Tip Length       * * *                           Current: TBR         

--------------------         ----------------------          ---------------------
Probe Depth                  * * *                           Current:PB300 and/or
                             (Future Tgt/Range TBD)          Optical Scope        


--------------------         ----------------------          ---------------------
Probe Tip Alignment          * * *                           Current: View Eng    
                                                             and/or ITC PB3000
--------------------         ----------------------          ---------------------
Probe Tip Diameter           * * *                           Current: View Eng    
                                                             and/or ITC PB3000    
                                                                                  
--------------------         ----------------------          ---------------------
Probe Tip Optical            Must be able to be              Tel P8I Prober       
usability                    recognized by the
                             Prober vision system

--------------------         ----------------------          ---------------------
Probe Tip Planarity          Maximum * * *                   Current: Tel Prober  
Post Tilt Correction                                         and ITC PB3000       
(1st to last probe)
--------------------         ----------------------          ---------------------
Probe Tip Planarity          Maximum * * *                   Review H Map Data    
(Least Squares Fit)                                                               
Pre Tilt Correction (Used                                                         
when supplier does not do
tilt correction)


--------------------         ----------------------          ---------------------
Probe Tip Thickness          * * *                           Tencor Profilmeter   
                             Minimum: TBD                                         
                             Future Tgt: TBD)
--------------------         ----------------------          ---------------------
Probe Type (Spring)          * * * unless otherwise          Optical Microscope   
                             noted on Data Sheet
--------------------         ----------------------          ---------------------
Space Transformer            * * *                           Sp Xfmr Supplier
                                                             CFC (TDR)
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              63

<PAGE>


<TABLE>
<S>                           <C>                             <C>                   >
 Impedance                                                     measurement)
 --------------------         -----------------------          ---------------------
Wire Check                    All probes must                  Current: ITC PB3000  
                              demonstrate
                              proper connectivity             
 --------------------         -----------------------          ---------------------
</TABLE>


2.1.3  Key Results, for Material Quality Requirements are listed below:

-------------------------------------------------
Item/Allowance                                 
-------------------------------------------------
Item/Allowance                                 
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------
* * *                                            
-------------------------------------------------

2.1.4 Materials must be able to maintain specified physical tolerances when
acclimatized and measured in the following environmental conditions listed
below:


<TABLE>
<S>                                                  <C>          
-----------------------------------               ----------------
Condition                                         Limit           
-----------------------------------               ----------------
Temperature                                       * * *           

-----------------------------------               ----------------
Humidity                                          * * *           
-----------------------------------               ----------------
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              64

<PAGE>

\ SECTION "3.0  equipment & materials:  N/a"

METROLOGY PERFORMANCE REQUIREMENTS:
P/T = * * *.

\ SECTION "4.0  safety:   n/a"

\ SECTION "5.0  pre-procedure:   n/a"

\ SECTION "6.0  procedures:   n/a"

\ SECTION "7.0  shutdown/start-up:   n/a"

\ SECTION "8.0  problem resolution:   n/a"

\ SECTION "9.0  maintenance:   n/a"

\ SECTION "10.0  drawings/schematics:   n/a"

\ SECTION "11.0  supplemental:"

11.1.1 Probe Card Physical Characteristics:


<TABLE>
<CAPTION>
---------------------------  ------------------------------------------------------------
<S>                          <C>
Term                         Definition                                                  
---------------------------  ------------------------------------------------------------
Braze                        Process of soldering probe tips to the springs using a * * *
---------------------------  ------------------------------------------------------------
Die Coordinates Relative to     The coordinate system specified by the
PCB (S9K)                    designer should be oriented relative to the * * *.
(Graphic available from ITO)    If the viewing position is correct, there will
                             be * * *.
                                The origin of the die should be the * * *.
---------------------------  ------------------------------------------------------------
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              65

<PAGE>


<TABLE>
<S>                          <C>
--------------------         ---------------------------------------------------
Discrete Components          * * *                                              
--------------------         ---------------------------------------------------
Hardware                     * * *                                              
--------------------         ---------------------------------------------------
Interposer                   Temporary interconnect between the space 
                             transformer and the PCB.
--------------------         ---------------------------------------------------
PCB Signal Trace             Electrical path on the printed circuit board from 
                             tester electrical contact point to the interposer 
                             connection point.
--------------------         ---------------------------------------------------
PCB Flatness                 Planar conformance of the probe card printed 
                             circuit board. * * *
--------------------         --------------------------------------------------
PCB Thickness                Nominal distance from the top to the bottom of the 
                             probe card printed circuit board.  * * *
--------------------         ---------------------------------------------------
Probe Array Rotation         The angle between the probe array X-Y axis and the 
(Graphic available           probe card printed circuit board X-Y axis. * * *
from ITO)
--------------------         ---------------------------------------------------
Probe Card Assembly          The assembled probe card including printed circuit 
                             board, interposer, space transformer subassembly, 
                             and applicable mounting hardware.
--------------------         ---------------------------------------------------
Probe Depth                  * * *
--------------------         --------------------------------------------------
Probe Spring Angle           Specified in the above defined Die Coordinates
Orientation Convention       relative to PCB system (See Definition above) * * *
Convention
</TABLE>



----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              66

<PAGE>



<TABLE>
<S>                          <C>
(Graphic available 
 from ITO)
--------------------         ---------------------------------------------------
Probe Tip Planarity          * * * (Draft Definition)
Least Squares Fit
(Pre Tilt Correct)
--------------------         ---------------------------------------------------
Probe Tip Planarity          * * *
(After Tilt)
--------------------         ---------------------------------------------------
Probe Tip Positional         * * *
Alignment
--------------------         ---------------------------------------------------
Signal Path                  Electrical path of the probe card assembly from the
                             tester electrical contact point to the probe tip.
--------------------         ---------------------------------------------------
Space Transformer            Electromechanical component to which the probes are
                             attached which maps the probe pitch to the PCB 
                             pitch.
--------------------         ---------------------------------------------------
Space Transformer            The assembly which includes the space transformer 
Sub-Assembly                 and probe array.
--------------------         ---------------------------------------------------
Spring|Type                  * * * (Characteristics):
                             Generally used for * * *
                             Height xx mil
                             Length xx mil

                             Type 2 (Characteristics):
                             Generally used for * * *
                             Height xx mil
                             Length xx mil

                             * * * (Characteristics):
                             Generally used for * * *
                             Height * * * mil
                             Length xx mil
--------------------         ---------------------------------------------------
Tester Electrical            Location on the printed circuit board where the
Contact Point                tester signal and power channels contact the 
                             printed circuit board.
--------------------         ---------------------------------------------------
</TABLE>




----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              67

<PAGE>


<TABLE>
--------------------         ---------------------------------------------------
<S>                          <C>
Tip Diameter                 * * *
--------------------         ---------------------------------------------------
</TABLE>



11.1.2 Probe Card Functional Aspects:


<TABLE>
<CAPTION>
--------------------         ---------------------------------------------------
<S>                          <C>
Term                         Definition
--------------------         ---------------------------------------------------
Overdrive (Maximum)          * * *
--------------------         ---------------------------------------------------
Overdrive (Target)           * * *
--------------------         ---------------------------------------------------
PCB Characteristic           Characteristic * * * impedance of the probecard
Impedance                    printed circuit board signal trace. * * *
--------------------         ---------------------------------------------------
Probe Leakage                Maximum current from one tester electrical contact 
                             point to all other tester electrical contact 
                             points (* * *).
--------------------         ---------------------------------------------------
Probe Tip Horizontal         Horizontal distance a probe tip moves across a 
Movement (a.k.a.             contacted surface in response to * * *.
scrub)
--------------------         ---------------------------------------------------
Signal Path                  Total series resistance of the signal path. * * *
Resistance
--------------------         ---------------------------------------------------
</TABLE>



11.1.3  Defects


<TABLE>
<CAPTION>
--------------------         ---------------------------------------------------
<S>                          <C>
Term                         Definition
--------------------         ---------------------------------------------------
</TABLE>



----------
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The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              68

<PAGE>


<TABLE>
<CAPTION>
--------------------         ---------------------------------------------------
<S>                          <C>
Lifted Trace or Layer        * * *
--------------------         ---------------------------------------------------
Probe- Bent, Broken          * * *
--------------------         ---------------------------------------------------
Probe Tip Missing            * * *
--------------------         ---------------------------------------------------
Probe Tip Misalign           * * *
--------------------         ---------------------------------------------------
</TABLE>



\ SECTION "12.0 automation/recipes: n/a"

\ SECTION "13.0 spec history:"

Rev No.: 0
Spec Owner: * * *
Author of Change:  * * *
Changes to Section:  ALL
Reason/Change:  Creating * * * Spec

Rev No.: 1
Spec Owner: * * *
Author of Change:  * * *
Changes to Section: Reordered Tables alphabetically. Multiple changes for
improving clarification of the Rev 0 specification. Also changed to Resilient
Spring C4 Array Sub Assembly and Electrical spec to allow generic use regardless
of generation. Eliminated section regarding change control policy and
responsibility. Will add this to the procurement spec where it belongs. Combined
Components and continuity rows in the spec section for clarity. Added PCB trace
"AND LAYERS" in PCB lifted trace sections. Only specification changes were:

1) elimination of designed overdrive (* * *) 

2) addition of maximum overdrive (* * *).

3) Changed *** C4 Array Shrink pitch from * * * to * * * 

4) Changed *** C4 Array pitch from * * * to * * *

5) Changed *** C4 Array pitch from TBD to * * *

6) * * * 

7) * * * 

8) Clarified Leakage spec to be at * * * and added * * *.


----------
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The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              69

<PAGE>

All other changes were for definitions or formatting.

Reason/Change: Improvement of document clarification for internal intel and
suppliers.

Rev No.: 2
Spec Owner: * * *
Author of Change: * * *
Changes to Section: ALL
Reason/Change: Creating * * * Spec


----------
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The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              70

<PAGE>

                                 AMENDMENT O TO

                     CAPITAL EQUIPMENT AND SERVICE AGREEMENT

                                     BETWEEN

                                INTEL CORPORATION

                                       AND

                                 FORMFACTOR INC.

                          INTEL AGREEMENT NUMBER C-5673

AMENDMENT EFFECTIVE DATE: 1-22-01

WHEREAS, Intel and FormFactor Inc. (Supplier), have entered into a Purchase
Agreement, Agreement No. C-5673 (hereinafter called "Agreement") dated 1-08-01,
and

WHEREAS, both parties wish to amend the Agreement to include modified
Confidentiality and Publicity language as described in this Amendment O
Attachment.

THEREFORE, for valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties agree as follows:

1.   PRE-ESTABLISHED TERMS

     All terms and conditions of the Agreement remain in full force and effect
     and apply to this Addendum, unless specifically modified below.

2.   AGREEMENT MODIFICATIONS

     AGREED: TO INCLUDE ATTACHMENT `ADDENDUM O EFFECTIVE FROM 1/22/01'



INTEL CORPORATION                       FORMFACTOR INC.

By: /s/ Bill deDiego                    By: /s/ Larry Anderson
    ----------------------------------      ------------------------------------

            Bill deDiego                            Larry Anderson
--------------------------------------  ----------------------------------------
(Printed Name)                          (Printed Name)


          Commodity Manager                         Director, Sales
--------------------------------------  ---------------------------------------
(Title)                                 (Title)

              1-22-01                                   1-22-01
--------------------------------------  ----------------------------------------
(Date)                                  (Date)

                                                                              71

<PAGE>

                                   ADDENDUM O
                          CONFIDENTIALITY AND PUBLICITY

            Change 12.B. Confidentiality and Publicity in the GENERAL
              TERMS AND CONDITIONS OF PURCHASE AGREEMENT -- CAPITAL
                          EQUIPMENT AND SERVICES form:

B.   Neither party may use the other party's name in advertisements, news
     releases, publicity statements, financial statement filings (unless in
     areas specifically required to meet General Accepted Accounting Principles
     (GAAP) or Securities Exchange Commission (SEC) filing requirements or
     disclose the existence of this Agreement, nor any of its details or the
     existence of the relationship created by this Agreement, to any third party
     without the specific, written consent of the other. If disclosure of this
     Agreement or any of the terms hereof is required by applicable law, rule,
     or regulation, or is compelled by a court or governmental agency,
     authority, or body: (i) the parties shall use all legitimate and legal
     means available to minimize the disclosure to third parties of the content
     of the Agreement, including without limitation seeking a confidential
     treatment request or protective order; (ii) the disclosing party shall
     inform the other party at least ten (10) business days in advance of the
     disclosure; and (iii) the disclosing party shall give the other party a
     reasonable opportunity to review and comment upon the disclosure, and any
     request for confidential treatment or a protective order pertaining
     thereto, prior to making such disclosure. The parties may disclose this
     Agreement in confidence to their respective legal counsel, accountants,
     bankers, and financing sources as necessary in connection with obtaining
     services from such third parties. The obligations stated in this section
     shall survive the expiration or termination of this Agreement.



     Change to:



B.   Neither party may use the other party's name in advertisements, news
     releases, publicity statements or financial statement filings, or disclose
     the existence of this Agreement, nor any of its details or the existence of
     the relationship created by this Agreement, unless such disclosure is
     reasonably required to meet General Accepted Accounting Principles (GAAP)
     or Securities Exchange Commission (SEC) filing requirements, to any third
     party without the specific, written consent of the other, which consent
     shall not be unreasonably withheld. If disclosure of this Agreement or any
     of the terms hereof is required by applicable law, rule, or regulation,
     including SEC filing requirements, or is compelled by a court or
     governmental agency, authority, or body: (i) the parties shall use all
     reasonable legitimate and legal means available to minimize the disclosure
     to third parties of the content of the Agreement, including without
     limitation seeking a confidential treatment request or protective order;
     (ii) the disclosing party shall inform the other party at least five (5)
     business days in advance of the disclosure; and (iii) the disclosing party
     shall give the other party a reasonable opportunity to review and comment
     upon, in any event within two (2) business days following being provided
     with the relevant information and documents, the disclosure, and any
     request for confidential treatment or a protective order pertaining
     thereto, prior to making such disclosure. The parties may disclose this
     Agreement in confidence to their respective legal counsel, accountants,
     bankers and financing sources as necessary in connection with obtaining
     services from such third parties. The obligations stated in this section
     shall survive the expiration or termination of this Agreement.

                                                                              72

<PAGE>

                                 AMENDMENT TO P

                     CAPITAL EQUIPMENT AND SERVICE AGREEMENT

                                     BETWEEN

                                INTEL CORPORATION

                                       AND

                                 FORMFACTOR INC.

                         INTEL AGREEMENT NUMBER C-05673


AMENDMENT EFFECTIVE DATE: 4-1-01

WHEREAS, Intel and FormFactor Inc. (Supplier), have entered into that certain
Capital Equipment and Service Agreement, Agreement No. C-05673 (hereinafter
called "Agreement") dated 1-08-01, and

WHEREAS, both parties wish to amend the Agreement to include modified
Confidentiality and Publicity language as described in this Amendment P attached
hereto.

THEREFORE, for valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties agree as follows:

1.   PRE-ESTABLISHED TERMS

     All terms and conditions of the Agreement remain in full force and effect
     and apply to this Addendum, unless specifically modified below.

2.   AGREEMENT MODIFICATIONS

     AGREED: TO INCLUDE ATTACHMENT `ADDENDUM P EFFECTIVE FROM 4/1/01'



INTEL CORPORATION                       FORMFACTOR INC.


By: /s/ Bill deDiego                    By: /s/ David Browne
    ----------------------------------      ------------------------------------

            Bill deDiego                             David Browne
--------------------------------------  ----------------------------------------
(Printed Name)                          (Printed Name)

          Commodity Manager                     Technical Sales Manager
--------------------------------------  ----------------------------------------
(Title)                                 (Title)

              4-23-01                                  4-23-01
--------------------------------------  ----------------------------------------
(Date)                                  (Date)

                                                                              73

<PAGE>

                                   ADDENDUM P
                                 PRICE REDUCTION

(1)  Effective with all orders shipped starting 4/1/01, Supplier shall reduce
     Addendum L pricing by * * *%.

(2)  The * * *% price reduction will be valid through * * *, however there shall
     be a * * *-month check point. If the "downturn" has subsided at * * *, then
     the * * *% price reduction shall be eliminated.

(3)  Supplier hereby * * *.

(4)  In * * *, FFI will provide * * * per quarter if the previous quarter's OTD
     * * *.


----------
*** Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

                                                                              74

<PAGE>

                                 AMENDMENT TO Q

                     CAPITAL EQUIPMENT AND SERVICE AGREEMENT

                                     BETWEEN

                                INTEL CORPORATION

                                       AND

                                 FORMFACTOR INC.

                         INTEL AGREEMENT NUMBER C-05673


AMENDMENT EFFECTIVE DATE: 3-1-01

WHEREAS, Intel and FormFactor Inc. (Supplier), have entered into that certain
Capital Equipment and Service Agreement, Agreement No. C-05673 (hereinafter
called "Agreement") dated 1-08-01, and

WHEREAS, both parties wish to amend the Agreement to include modified
Confidentiality and Publicity language as described in this Amendment P attached
hereto.

THEREFORE, for valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties agree as follows:

1.   PRE-ESTABLISHED TERMS

     All terms and conditions of the Agreement remain in full force and effect
     and apply to this Addendum, unless specifically modified below.

2.   AGREEMENT MODIFICATIONS

     AGREED: TO INCLUDE ATTACHMENT `ADDENDUM Q EFFECTIVE FROM 9/3/01'

INTEL CORPORATION                       FORMFACTOR INC.


By: /s/ Bill deDiego                    By: /s/ David Browne
    ----------------------------------      ------------------------------------

            Bill deDiego                             David Browne
--------------------------------------  ----------------------------------------
(Printed Name)                          (Printed Name)

          Commodity Manager                     Technical Sales Manager
--------------------------------------  ----------------------------------------
(Title)                                 (Title)

              9-24-01                                  9-3-01
--------------------------------------  ----------------------------------------
(Date)                                  (Date)

                                                                              75

<PAGE>

                                   ADDENDUM Q
                                 PRICE REDUCTION

(1)  Effective with all new product design purchase orders submitted by Buyer to
     Seller after 9/3/01, the minimum order value shall be $* * *.

(2)  The * * *% price reduction that is noted in Addendum P will be valid
     through * * *.

(3)  Effective with all new product designs purchase orders submitted by Buyer
     to Seller after 9/3/01, the * * * price shall be $* * *.



--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately.

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