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                                                                    EXHIBIT 10.1

                               FOUNDRY AGREEMENT


This Agreement (the "Agreement") is entered into this 22 day of June, 2000 by
and between

Global Communication Semiconductor, Inc. hereinafter referred to as "GCS"

and

Stanford Microdevices Inc. hereinafter referred to "SMDI".

GCS desires to sell, and SMDI desires to buy, semiconductor wafers to be
manufactured by GCS on the [***] InGaP/GaAs HBT process using SMDI proprietary
designs, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties agree as follows:

1.    SCOPE OF FOUNDRY SERVICE

      1.1  The [***] InGaP/GaAs HBT process (described in "Exhibit E")
           co-developed by GCS and SMDI shall be offered exclusively to SMDI for
           a period of [***] from the start of wafer development. In return for
           the exclusivity, SMDI will commit to buying [***] wafers during the
           first [***] months of production. The exclusivity will be based upon
           meeting the above objectives with [***] wafers to be delivered in
           2000 and the balance ([***] wafers) to be delivered in 2001.
           Exclusivity is forfeited if these objectives are not met. The process
           is deemed production when it has successfully completed a
           2-temperature life test with activation energy and MTTF sufficient to
           meet SMDI's product requirements. The cost of the qualification shall
           be the responsibility of SMDI. After the agreed period of [***]
           months, GCS can offer this process as an open foundry process to any
           other customer.

      1.2  Subject to the terms and conditions contained in Article 12 of this
           Agreement, SMDI and GCS hereby will disclose know-how, copyrights and
           mask work rights to make and have made wafers (as defined in Exhibit
           A) at the GCS fabrication facility in Torrance, CA. in accordance
           with the Wafer Specifications set forth in Exhibit B, to test such
           wafers, and to sell such wafers only to SMDI at the prices
           established in Exhibit A.

           "Know-how", when used in this Agreement, shall mean all of SMDI
           designs, techniques, technology, trade secrets, proprietary
           information and other confidential information disclosed by SMDI to
           GCS pursuant to this Agreement which SMDI, at its sole discretion,
           determines is necessary for GCS to produce wafers under this
           Agreement.

           GCS shall provide appropriate masks, wafer processing of engineering
           runs and product validation runs (multi-project wafers) at the prices
           per Exhibit A.

2.    PAYMENT

      2.1  SMDI shall pay in United States Dollars for wafers supplied by GCS to
           SMDI hereunder within thirty (30) days after SMDI receipt of an
           invoice from GCS which shall be submitted to SMDI upon shipment.

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      2.2  SMDI shall bear all costs to produce the initial mask set necessary
           to produce any specific product, or mask changes to complete design
           or process changes initiated by SMDI. SMDI shall bear all costs for
           replacement masks or new masks to complete product changes initiated
           by SMDI as well as all costs for replacement of masks worn during
           production at GCS.

3.    ORDERS, WARRANTY AND CLAIMS

      3.1  GCS shall supply wafers and other production services to SMDI in
           accordance with written purchase orders to be provided by SMDI. Each
           purchase order shall include the following:

           (a) purchase order number
           (b) product name
           (c) manufacturing process
           (d) quantities
           (e) unit wafer prices and total prices
           (f) desired shipment date (subject to Section "DELIVERY TIMES" below)
           (g) delivery instructions
           (h) any special requests or comments

           Subject orders shall become effective only upon the written
           acceptance thereof by GCS.

           The terms of this Agreement shall prevail over any conflicting terms
           in any order documents, invoices or similar documents exchanged
           between the parties hereunder.

      3.2  SMDI shall provide GCS every month with a good faith rolling forecast
           of its wafer and other production service requirements on a monthly
           basis, and GCS shall use its best efforts to make available to SMDI
           sufficient fabrication capacity and engineering support to meet such
           forecast requirements. In addition to the status reports established
           under Section 5 below, the parties shall provide one another with
           reasonable notice about changes in desired shipping or production
           schedules, availability of capacity or other similar situations. The
           SMDI forecast is considered a firm order for the period of 0-90 days,
           can change by 50% in the period of 91-120 days and can vary by 100%
           for the period >120 days.

      3.3  Any other provision of this Agreement notwithstanding, if GCS shall
           be delayed more than sixty (60) days in the production and delivery
           of wafers for any particular SMDI purchase order, unless delay was
           caused by SMDI, SMDI may, at its reasonable discretion, provided that
           GCS is unable to provide a recovery program acceptable to SMDI,
           cancel such order effective upon written notice thereof to GCS. Upon
           resubmission of any such cancelled order by SMDI and acceptance
           thereof by GCS, GCS shall then use its best efforts to give a
           priority delivery date to such new order. If GCS delays, unless delay
           was caused by SMDI, production and delivery more than sixty (60) days
           beyond the factory committed delivery date, three (3) or more SMDI
           purchase orders in any six (6) month period under this Agreement,
           SMDI may terminate this Agreement immediately by sending notice of
           termination to GCS.

      3.4  GCS gives warranty on workmanship and material for [***] months. In
           case of warranty claims by SMDI, the GCS warranty is limited to the
           replacement of wafers.

      3.5  Standard GCS Terms & Conditions (Exhibit D) apply if not otherwise
           specified in the contract.

4.    DELIVERY TIMES

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      4.1  Unless otherwise agreed to in writing by SMDI, delivery times for
           SMDI purchase orders shall be:

           (a) [***] weeks for production wafers
           (b) [***] weeks for product development wafers (not including mask
               preparation and procurement time)

           GCS shall use its best efforts to achieve such delivery times on a
           regular and consistent basis. However, since these delivery times
           correspond to the actual production cycles for wafers, no recovery
           may be possible in case of accidental misprocessing of wafer lots.

      4.2  In the event of a third party suit or claim against SMDI and/or GCS
           involving a Third Party Right (as defined in Section 14), GCS may, at
           its reasonable discretion and upon advice of its legal counsel,
           suspend or terminate the production and supply of any wafers to SMDI
           if such continued production and supply would or could cause GCS to
           violate such Third Party Right. GCS shall discuss any such suspension
           or termination with SMDI and shall give due opportunity for SMDI to
           satisfy the provisions of Section 14, prior to the implementation
           thereof.

5.    STATUS REPORTS

      5.1  Upon request from SMDI, GCS shall provide SMDI with work-in-process
           status reports with projections of wafer-out dates per SMDI purchase
           order requirements.

      5.2  Any deviations from acknowledged delivery dates due to unforeseen
           manufacturing problems shall be reported to SMDI within 3 working
           days when such problems become apparent.

6.    PROCESS CHANGES

      6.1  Either party may request the other party to accept changes in the
           production process for wafers, provided, however, that any material
           changes to the production process for wafers that has been previously
           approved by SMDI (including changes to procedures, flow or
           specifications), may only be made if such changes are first approved
           in writing by SMDI which approval shall not be unreasonably withheld.

      6.2 Changes requiring written approval are major changes as described in
          Exhibit C.

7.    INTELLECTUAL PROPERTY

      7.1  GCS acknowledges and agrees that SMDI shall own all rights,
           including, without limitation, all patent rights, copyrights, trade
           secret rights, and maskworks and similar rights, in and to the wafers
           and other products produced by GCS for SMDI hereunder, and in the
           know-how disclosed by SMDI to GCS hereunder. GCS shall own all rights
           in and to the production process and all know-how independently
           developed by GCS, including, without limitation, all patent rights,
           copyrights, trade secret rights, and similar rights used in the
           manufacturing of the wafers. SMDI and GCS acknowledge that GCS is
           acting only as a wafer foundry.

8.    DISCONTINUATION OF PRODUCTION

      8.1  In the event SMDI cannot utilize all processed wafers, GCS will stop
           production immediately upon written notice of SMDI and advise the
           work-in-process status to SMDI. In lieu of paying the purchase order
           value for completed wafers, the following price for work in-process
           will be paid:


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    the Commission. Confidential treatment has been requested with respect to
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           (a)  For any wafers from wafer start up to the first interconnect
                level [***]
           (b)  For any wafers processed from first interconnect level up
                through frontside [***]
           (c)  For any wafers processed beyond frontside [***]

           The percentages above relate to the wafer prices per Exhibit A.

      8.2  GCS agrees to provide to SMDI a five (5) year lifetime buy option
           upon notification that GCS will obsolete or upgrade its wafer
           fabrication process. GCS will provide notification at least six (6)
           months in advance prior to time of obsolescence or major process
           change. Delivery of wafers ordered under this provision will be at a
           mutually agreeable rate.

      8.3  One (1) year after the final production, GCS may scrap the SMDI masks
           or send the masks to SMDI.

9.    GCS QUALITY INSPECTION

      9.1  GCS shall ship only such wafers that have passed visual inspection
           and electrical testing (PCM) by GCS, in accordance with the
           specifications set forth in Exhibit B (the "GCS Foundry
           Specifications").

      9.2  SMDI shall be entitled upon any reasonable written request and during
           normal business hours, and at its sole expense, to witness inspection
           and testing of all wafers manufactured by GCS for SMDI under this
           Agreement and to review the GCS quality control system to monitor the
           quality of wafers manufactured. If corrective actions require
           follow-up, additional, directly related reviews are permitted. SMDI
           personnel, in conducting such inspections or reviews, shall be bound
           by GCS rules at its plants regarding visits by outside personnel.

      9.3  GCS shall keep and provide reasonable access by SMDI to all GCS test,
           inspection, and processing records maintained for a wafer lot
           processed, for SMDI on the same terms as it handles its standard
           production records for other customers. GCS shall not destroy records
           pertaining to the wafers within 18 months of their creation, and
           without first giving SMDI thirty (30) days written notice of such
           intended destruction and the right to obtain copies of such records
           for SMDI own files providing SMDI, at SMDI expense.

      9.4  If GCS experiences any unusual technical problems in manufacturing
           wafers pursuant to this Agreement, GCS may request that SMDI assist
           GCS in resolving such technical problems, and SMDI shall use its best
           efforts to assist GCS in resolving such problems. If SMDI personnel
           are requested by GCS to travel to GCS facilities to assist GCS in
           resolving such technical problems, SMDI shall bear all of its own
           costs for personnel and travel expenses. GCS will provide adequate
           technical equipment for carrying out effective analyses of the
           technical problems to SMDI personnel while working at GCS facilities.

      9.5  Should GCS discover or be informed about a condition that may affect
           the quality of reliability of wafers in process or shipped to SMDI,
           GCS will notify SMDI immediately in writing and present to SMDI all
           pertinent data.

10.   SMDI QUALITY INSPECTION

      10.1 SMDI shall conduct its own visual inspection of shipped wafers
           within ten (10) business days after receipt thereof by SMDI. If any
           wafers shipped by GCS do not pass such mutually agreed upon
           Inspection criteria, SMDI shall immediately notify GCS in writing of
           the rejection of such shipment and the lot number(s) affected, and
           the specific defect or deficiency identified by the inspection. SMDI

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            shall hold such materials in a safe and secure facility and make
            them available for inspection by GCS, subject to Section 10.5.

      10.2  If appropriate GCS may direct SMDI to return such defective
            materials to GCS for further inspection, testing or other
            procedures. Any such direction shall be accomplished by an GCS
            Return Material Authorization ("RMA"), including a specific tracer
            number to be prominently displayed on the shipping container for
            such returned materials. Upon issuance of an RMA, SMDI shall
            promptly ship such materials together with all relevant data from
            the SMDI inspection to the designated GCS facility, freight and
            insurance prepaid, in the original shipping container or containers
            of equivalent protective nature.

      10.3  SMDI may return such wafers hereunder for a credit and may recover
            its return shipping and insurance expenses from GCS if, and only if,
            defects in such materials actually exist as indicated in the SMDI
            rejection notice and were not caused by SMDI own misuse unauthorized
            modifications, neglect, improper testing, attempts to repair, or by
            accident, fire or other hazard, while such materials are in the
            possession or control of SMDI. Defects caused by a third party (such
            as shipping carrier) need to be addressed an insurance claim.

      10.4  GCS and SMDI acknowledge that some wafers which do not meet Wafer
            Specifications and/or are broken may nevertheless still be expected
            to yield a functional and reliable product. If SMDI elects to
            purchase such below-specification wafers, SMDI shall be entitled to
            a partial credit against the GCS invoice amount as may be reasonably
            agreed upon in writing by SMDI and GCS. If SMDI and GCS fail to
            agree upon a partial credit amount, then the below-specification
            wafers shall be returned to GCS at GCS's expense for destruction.
            GCS shall not sell or provide access to such wafers to any third
            party.

      10.5  SMDI and GCS agree that conformance to the specifications within
            this document does not necessarily indicate the wafers are free of
            defects in material and/or workmanship, and that subsequent
            processing or testing may uncover such defects in material and/or
            workmanship. Within the warranty period of such nature shall be made
            by SMDI no later than 30 working days after the first indication of
            a potential problem to SMDI and GCS agrees to use its best efforts
            to correct such defects and provide SMDI with a reasonable amount of
            data or information to effect a cure.

      10.6  Any other provision of this Agreement to the contrary
            notwithstanding, no claim by SMDI with respect to wafers or services
            delivered to SMDI thereunder shall be greater in amount than the
            purchase price of the order in respect of which damages are claimed.
            IN NO EVENT SHALL GCS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
            INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED, WITH REGARD TO ANY
            WAFERS OR SERVICES DELIVERED HEREUNDER. REGARDLESS OF WHETHER GCS
            HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

11.   DELIVERY QUANTITIES

      11.1 Delivery quantities will match with ordered quantities as closely as
           possible; however, wafer shipments will always be done in integer
           multiples of production lots for the sake of lot traceability. A
           production lot is currently TBD (TBD) wafers. SMDI will, whenever
           possible, place orders in integer multiples of production lots and
           GCS will deliver and invoice the actually accomplished number of
           wafers.

12.   CONFIDENTIALITY


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      12.1  Each party acknowledges that the information disclosed in connection
            with any transactions contemplated hereunder will contain the
            Confidential Information and trade secrets of the disclosing party,
            and will remain the property of the disclosing party ("Confidential
            Information"). A party receiving any Confidential Information of the
            other party shall take all reasonable measures to keep and hold any
            such Confidential Information of the other party in strict
            confidence as it would be its own Confidential Information and shall
            not disclose such Confidential Information of the other party to any
            person, firm or corporation without the prior written consent of the
            party disclosing such Confidential Information. A party receiving
            Confidential Information of the other party shall not, except as may
            be authorized hereafter in writing by the disclosing party, use any
            Confidential Information of the other party for any purpose not
            stated in this Agreement.

      12.2  A party receiving Confidential Information of the other party shall
            limit dissemination of and access to any Confidential Information of
            the other party to those employees or consultants of the receiving
            party who have a good faith need for such access to effectuate the
            purpose of this Agreement and who have executed a standard
            non-disclosure agreement with the receiving party.

      12.3  The obligations of the receiving party described in this Section
            shall survive termination or expiration of this Agreement and shall
            continue in full force and effect with respect to any information as
            long as it remains Confidential Information under this Section 12.

      12.4  A party receiving Confidential Information of the other party may
            disclose such information to subcontractors upon the prior written
            approval of the other party. If such disclosure is necessary to
            perform duties under this Agreement. This approval shall not be
            unreasonably withheld. The receiving party shall cause its permitted
            subcontractors to sign a confidentiality agreement with
            substantially the same terms and conditions of this Section prior to
            disclosing Confidential Information of the other party to such
            subcontractors.

      12.5  Neither party shall have the obligation to the other party with
            respect to any information of the other party of any portion thereof
            which is:

            (a)   already known to the receiving party at the time of receiving
                  same as shown by the receiving party's files and records in
                  existence at the time of disclosure;

            (b)   or hereafter becomes publicly known through no wrongful act of
                  the receiving party;

            (c)   rightfully received from a third party without restriction on
                  disclosure and without breach of this Agreement;

            (d)   now or hereafter independently developed by the receiving
                  party and without reliance in any degree upon any Confidential
                  Information of the other party;

            (e)   furnished by the disclosing party to a third party without any
                  restriction upon disclosure comparable to that set forth in
                  this Agreement; or

            (f)   revealed pursuant to a requirement of a governmental agency or
                  law, provided that the receiving party provides prompt written
                  notice of such requirement or law so as to afford the
                  disclosing party an opportunity to intervene and oppose
                  disclosure.

      12.6  The parties agree that any material breach of Section 12 will
            cause irreparable injury and that injunctive relief in a court of
            competent jurisdiction will be appropriate to prevent either an
            initial or continuing


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           breach of such nondisclosure and confidentiality provisions herein in
           addition to any other relief to which the owner of such Confidential
           Information may be entitled.

13.   TERM

      13.1 This Agreement may be terminated by SMDI or GCS upon written notice
           to the other party:

           (a)    in the event the other party files a petition in bankruptcy,
                  or in the event all or part of the other party's assets are
                  assigned to a trustee or receiver, or if an involuntary
                  petition in bankruptcy is filed by a third party and the other
                  party does not resolve such petition in its favour within
                  sixty (60) days after filing and notice thereof; or

           (b)    in the event of a substantial breach of a material term of
                  this Agreement not remedied by the other party in breach
                  within thirty (30) days after receipt of written notice by the
                  terminating party specifying such breach and requesting that
                  it be remedied.

           (c)    immediately for any violations or Section 12.

      13.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY
           CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, HOWEVER
           CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE
           TERMINATION OF THIS AGREEMENT.

      13.3 GCS shall not be liable for any damages caused by SMDI products, as a
           result of design, packaging or testing.

      13.4 This agreement shall be in effect for 60 months and shall be self
           renewing annually. Should GCS decide to not renew this agreement the
           discontinuation of production clause (8.2) becomes valid.

14.   INFRINGEMENT

      14.1  SMDI warrants to GCS that SMDI owns the know-how, copyrights,
            maskwork rights, and other intellectual rights to enable GCS to
            produce the wafers for SMDI lawfully. SMDI hereby indemnifies and
            holds GCS and its directors, officers, employees and agents harmless
            from any claim, suit or other liability (including reasonable
            attorneys, fees and costs) arising out of or resulting from a
            material breach of the foregoing warranty.

      14.2  GCS warrants to SMDI that GCS owns, or otherwise has the right to
            use, all applicable intellectual property rights to the
            manufacturing processes which will be used by GCS to produce the
            wafers. GCS hereby indemnifies and holds SMDI and its directors,
            officers, employees and agents harmless from any claim, suit or
            other liability (including reasonable attorneys, fees and costs)
            arising out of or resulting from a material breach of the foregoing
            warranty.

      14.3  In the event of the institution of any suit or claim against an
            indemnified party alleging that GCS manufacture of the wafers
            violates any circuit design patent or mask work, manufacturing
            process patent, or manufacturing process proprietary right of a
            third party recognized under the laws of the United States of
            America (hereinafter "Third Party Rights"), or shall become the
            subject of any claim for violation of Third Party Rights, the
            indemnified party shall promptly notify the indemnifying party of
            such suit or claim and provide reasonable details thereof. Failure
            to give such notice, if it materially impairs the ability of the
            indemnifying party to defend against such suit or claim, shall
            terminate any duty of indemnification under this Section.


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      14.4  The indemnifying party shall have sole control of any action or
            settlement negotiations relating to any such suit or claim, and the
            indemnified party shall render all cooperation reasonably requested
            by the indemnifying party in defense of such suit or claim, provided
            that the indemnified party may retain its own counsel at its own
            expense. The indemnified party shall not settle or attempt to settle
            any such suit or claim without the express written consent of the
            indemnifying party.

      14.5  In addition to its duty of indemnification hereunder, the
            indemnifying party may, at its sole discretion and expense:

            (a)   alter or change the circuit design or manufacturing process,
                  as may be the case, so as to make said design or process
                  non-infringing of any third Party Right; or

            (b)   obtain permission from the affected thirty party to use the
                  Third Party right, it being the intention of both parties to
                  continue the performance of this Agreement if commercially
                  reasonable to do so.

               If neither of these methods is appropriate to eliminate the
               infringement of the Third Party Right, the indemnifying party at
               its sole discretion may terminate this Agreement or withdraw the
               infringing products without any additional obligation or
               liability to the indemnified party, for lost opportunity or
               profits or otherwise, due to such termination.

15.   NOTICES

      15.1  Any and all notices or other communications required or permitted by
            this Agreement or by law to be served on or given to either party
            hereto by the other party shall be in writing and shall be deemed
            duly served and given when personally delivered to either of the
            parties to whom it is directed, or in lieu of such personal service,
            on the same day of transmission by telex or confirmed facsimile or
            seven (7) days after deposit in the mail, first class, postage
            prepaid, addressed to:

               Stanford Microdevices Inc.           GCS, Inc.
               522 Almanor Avenue                   23155 Kashiwa Ct.
               Sunnyvale, CA 94086                  Torrance, CA 90505
               Attn. of: Gerald L. Quinnell         Attn: Bill Vitez


           Either party may change the addresses above upon notice duly given in
           writing to the other party.

16.   ARBITRATION

      16.1  Except for any claim based upon an alleged or actual violation of
            Section 13 above with respect to confidentiality and non-disclosure,
            any dispute relating to the interpretation or performance of this
            Agreement or the grounds for the termination thereof shall be
            resolved at the request of either party through final and binding
            arbitration as set forth herein. Such arbitration shall be conducted
            by three (3) arbitrators, at least one (1) of whom shall have
            reasonable technical knowledge of and experience in the
            semiconductor industry, selected by the mutual agreement of the
            parties, or, failing such agreement, as selected according to the
            applicable rules specified below. The parties shall bear the costs
            of such arbitrators equally.

      16.2  Arbitration shall be conducted in Los Angeles, California, USA,
            under the Commercial Arbitration Rules of the American Arbitration
            Association (the "AAA"), except as superseded by the provisions of


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            this Section. The arbitration panel shall operate in all respects by
            a majority vote of the arbitrators. The parties shall be entitled to
            all discovery permitted under Section 1283.05 of the California Code
            of Civil Procedure, with all such discovery to be completed within
            ninety (90) days of the commencement of the arbitration. Upon
            completion of the arbitration hearing, the arbitrators shall
            promptly render their decision and award, which shall be in writing
            and which shall state the reasons for the conclusions reached.

      16.3  The arbitrators shall have the power to render any award for
            ordinary damages or injunctive relief but may not award punitive
            damages. If judicial enforcement or review of such arbitration award
            is sought by either party, judgement may be entered upon such award
            in any court of competent jurisdiction in the United States.

      16.4  The prevailing party in any such judicial enforcement, arbitration
            or review proceeding or in any other legal proceeding relating to
            the interpretation or performance of this Agreement or the grounds
            for termination thereof shall be entitled to its reasonable
            attorneys' fees and related other in addition to any other amount of
            recovery ordered by such court. For purposes of this Section, a
            "prevailing party" shall be that party which recovers more than
            one-half (1/2) of the amount set forth in its claim in the
            arbitration or which defeats the other party's claim by more than
            one-half, or which achieves a comparable result in respect of
            injunctive relief.

17.   MISCELLANEOUS

      17.1  This document constitutes the entire agreement of SMDI and GCS with
            regard to the subject matter hereof and supersedes all prior
            negotiations and agreements whether written or oral. The executed
            version of this Agreement and of any other documents prepared by the
            parties under this Agreement shall be controlling for all purposes.

      17.2  This Agreement may be amended only by a written document executed by
            authorized representatives of SMDI and GCS.

      17.3  No right may be assigned, and no duty may be delegated, by either
            party under this Agreement except upon the written consent of the
            other party, and any attempted assignment and delegation without
            such consent shall be void.

      17.4  Notwithstanding the foregoing, however, either party shall be
            entitled to assign this Agreement, and all rights and obligations
            hereunder, to a successor to all or substantially all of its assets,
            whether by sale, merger, or otherwise, provided that either party
            indicating such assignment shall provide the other party with at
            least thirty (30) days prior written notice and cause such assignee
            to be bound by this Agreement. This agreement shall be binding upon
            and shall inure to the benefit of the parties hereto and their
            respective representatives, heirs, administrators, successors and
            permitted assigns except as otherwise provided herein.

      17.5  The headings contained in this Agreement are for reference purposes
            only and shall not affect in any way the meaning or interpretation
            of this Agreement.

      17.6  Neither party shall be responsible or liable to the other party for
            non-performance or delay in performance of any terms or conditions
            of this Agreement due to acts of God, acts of governments, wars,
            riots, strikes or other labour disputes, shortages of labour or
            materials, or other causes beyond the reasonable control of the
            non-performing or delayed party, provided, however, non-performance
            or delay in excess of one hundred eighty (180) days shall constitute
            cause for termination of this Agreement by either party.


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      17.7  This Agreement may be executed in any number of counterparts, each
            of which shall be deemed an original, but such counterparts together
            shall constitute only one and the same instrument.

      17.8  Any waiver (express or implied) by either party of any breach of
            this agreement shall not constitute a waiver of any other or
            subsequent breach.

      17.9  In the event any provision of this Agreement is held to be invalid
            or unenforceable, the valid or enforceable portion thereof and the
            remaining provisions of this Agreement will remain in full force and
            effect.

      17.10 Each party hereto is an independent contractor of the other, and
            neither shall be deemed an employee, agent, partner or joint
            venturer of the other. Neither party shall make any commitment, by
            contract or otherwise, binding upon the other nor represent that it
            has any authority to do so.

      17.11 Each party shall obey all applicable laws and regulations in the
            performance of its respective duties and tasks under this Agreement
            and shall use its best efforts to assist the other party to do
            likewise.

      17.12 Each party shall designate a single management representative who
            shall be the primary point of contact for that party in its
            relations with the other party hereunder, and each party may change
            its representative from time to time upon prior written notice to
            the other party. Initially, the SMDI representative shall be Gerald
            L. Quinnell and the GCS representative shall be Bill Vitez.

      IN WITNESS WHEREOF the parties have caused this agreement to be executed
      by their respective duly authorized representatives.

FOR STANFORD MICRODEVICES                              FOR GCS



       GERALD L. QUINNELL


<PAGE>   11


                                    EXHIBIT A

                         PRICING AND QUANTITY COMMITMENT


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

                   PRODUCTION QUANTITIES OF [***] HBT PROCESS (FOR
                   BUDGETARY REASONS ONLY, FIRM PRICING WILL BE
                   DETERMINED AFTER THE ENGINEERING PHASE IS COMPLETE)

<S>                <C>                                                     <C>
      1            [***] WAFERS                                    [***] / wafer

      2            [***] WAFERS                                    [***] / wafer

      3            [***] WAFERS                                    [***] / wafer

      4            [***] WAFERS                                    [***] / wafer

      5            [***] WAFERS                                    [***] / wafer

      6            GREATER THAN [***] WAFERS                       [***] / wafer
---------------- ------------------------------------------------------- --------------------
</TABLE>

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.
<PAGE>   12


                                    EXHIBIT B

                               PRODUCT DESCRIPTION

                   TBD: WILL DECIDE WHEN PRODUCTION IS READY.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
PARAMETER                          UNIT      MIN       TYP       MAX
--------------------------------------------------------------------------------
<S>                                <C>       <C>       <C>       <C>
</TABLE>

<PAGE>   13


                                    EXHIBIT C


Major changes are as listed below.

<TABLE>
<S>                <C>
          -------- --------------------------------------------------------------------
          1        CHANGES IN WAFER FABRICATION
          -------- --------------------------------------------------------------------
          1.1      Sequence of fabrication process cycles
          -------- --------------------------------------------------------------------
          1.2      Fabrication process material
          -------- --------------------------------------------------------------------
          1.3      Doping process
          -------- --------------------------------------------------------------------
          1.4      Passivation material, thickness
          -------- --------------------------------------------------------------------
          1.5      Metallization system (pattern, material, line width, or thickness)
          -------- --------------------------------------------------------------------
          1.6      Conductor, resistor or dielectric material
          -------- --------------------------------------------------------------------
          1.7      Wafer fabrication move to another line
          -------- --------------------------------------------------------------------
          1.8      Backside process including metallization and finished thickness
          -------- --------------------------------------------------------------------
          1.9      Ohmic contact formation
          -------- --------------------------------------------------------------------
          1.10     Die size
          -------- --------------------------------------------------------------------
</TABLE>

All other changes are considered to be minor changes, unless otherwise mutually
agreed on in writing.


<PAGE>   14


                                    EXHIBIT D

                         STANDARD GCS TERMS & CONDITIONS

           -   PAYMENT TERMS: NET 30

           -   FOB: SHIP POINT, GCS TORRANCE, CA

           -   METHOD OF SHIPMENT: CUSTOMER'S FREIGHT ACCOUNT PREFERRED

           -   ANY AND ALL CHANGES TO PURCHASE ORDERS, RELEASES, DOE'S OR ANY
               OTHER DESCRIPTIONS OF WORK MUST BE DONE IN WRITING AND APPROVED.


<PAGE>   15


                                    EXHIBIT E

[***]

[***]




*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.