SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

(Mark One)

[X]          Quarterly report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2002

                                       or

[ ]         Transition report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

              For the transition period from _________ to _________

                         Commission file number 0-15858

                                    IMP, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                  94-2722142
    (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

 2830 North First Street, San Jose, CA                      95134
(Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (408) 432-9100

--------------------------------------------------------------------------------
               (Former name, former address and former fiscal year
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $0.01 par value outstanding at November 15, 2002: 7,790,688


<PAGE>

                                    IMP, Inc.
                                    FORM 10-Q
              Three Months and Six Months Ended September 30, 2002

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                          <C>
Part I:  Financial Information (unaudited)
            Condensed Balance Sheets as of September 30, 2002 and March 31, 2002                             3
            Condensed Statements of Income for the three months and six months ended
              September 30, 2002 and September 30, 2001                                                      4
            Condensed Statements of Cash Flows for the six months ended
              September 30, 2002 and  September 30, 2001                                                     5
            Notes to condensed financial statements                                                          6
            Management's discussion and analysis of financial condition and results of operations           10
Part II: Other Information
            Item 1. Legal Proceedings                                                                       19
            Item 2. Defaults by the Company on its Senior Securities                                        19
            Item 3. Reports on Form 8-K                                                                     19
            Item 4. Controls and Procedures                                                                 19
            Signatures                                                                                      20
            Certification                                                                                   22
            Certification                                                                                   23
            Certification                                                                                   24
            Certification                                                                                   25
</TABLE>

                                       2
<PAGE>

                                    IMP, Inc.
                                    CONDENSED
                                 BALANCE SHEETS
                      (In thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                        SEPTEMBER 30,      MARCH 31,
                                                                                                            2002             2002
                                                                                                          --------         --------
<S>                                                                                                       <C>              <C>
ASSETS
Current Assets:
Cash and cash equivalents ........................................................................        $     16         $     31
Accounts receivable, net of allowances for doubtful accounts and returns of $400 and $150 ........           2,780            3,565
Inventories ......................................................................................           6,388            7,483
Other current assets .............................................................................           1,155              602
                                                                                                          --------         --------
Total current assets .............................................................................          10,339           11,681
Property and equipment:
Leasehold improvements ...........................................................................           9,072            9,072
Machinery and equipment ..........................................................................          85,522           84,835
                                                                                                          --------         --------
                                                                                                            94,594           93,907
Less: Accumulated depreciation and amortization ..................................................          88,867           88,071
                                                                                                          --------         --------
Net property and equipment .......................................................................           5,727            5,836
Deposits and other long term assets ..............................................................             124              143
                                                                                                          --------         --------
                                                                                                          $ 16,190         $ 17,660
                                                                                                          --------         --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt ..................................................................................        $    103         $    505
Convertible debentures due to related party, net .................................................           2,771            2,891
Current portion of capital lease obligations .....................................................           1,489            1,828
Trade accounts payable ...........................................................................           3,877            4,381
Accrued payroll and related expenses .............................................................           1,879            1,410
Other current liabilities ........................................................................             721            1,746
                                                                                                          --------         --------
Total current liabilities ........................................................................          10,840           12,761
Long term portion of capital lease obligations ...................................................            --               --
                                                                                                          --------         --------
Total liabilities ................................................................................        $ 10,840         $ 12,761
                                                                                                          --------         --------
Commitments and contingencies
Stockholders' equity :
Convertible preferred stock, $0.001 par value; 1,000 shares authorized; no shares
  issued and outstanding .........................................................................            --               --
Common stock, $0.01 par value; 20,000 shares authorized; 7,790 and 7,291 shares
  issued and outstanding .........................................................................              78               73
Additional paid in capital .......................................................................          86,826           86,464
Obligations to issue common stock ................................................................            --                 40
Treasury stock; at cost, 40 shares ...............................................................          (3,897)          (3,897)
Accumulated deficit ..............................................................................         (77,657)         (77,781)
                                                                                                          --------         --------
Total stockholders' equity .......................................................................           5,350            4,899
                                                                                                          --------         --------
                                                                                                          $ 16,190         $ 17,660
                                                                                                          --------         --------
</TABLE>

See accompanying notes to unaudited condensed financial statements

                                       3
<PAGE>

                                    IMP, Inc.
                         CONDENSED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                              -------------------------------      --------------------------------
                                                              September 30,     September 30,      September 30,      September 30,
                                                                  2002               2001               2002               2001
                                                                --------           --------           --------           --------
<S>                                                             <C>                <C>                <C>                <C>
Net revenues:
     Component .........................................        $  3,768           $  6,678           $  7,541           $ 14,060
     Design and engineering services ...................            --                   86               --                   86
                                                                --------           --------           --------           --------
                                                                   3,768              6,764              7,541             14,146
Cost of revenues
     Component .........................................           2,455              4,029              5,290              8,954
     Design and engineering services ...................            --                   56               --                   56
                                                                --------           --------           --------           --------
                                                                   2,455              4,085              5,290              9,010
Gross profit ...........................................           1,313              2,679              2,251              5,136

Operating expenses:
     Research and development ..........................             437                556                931              1,144
     Selling, general and administrative ...............             855              1,631              1,368              2,651
     Gain on disposal of fixed assets ..................            --                  (80)               (29)               (80)
                                                                --------           --------           --------           --------
Total operating expenses ...............................           1,292              2,107              2,270              3,715
                                                                --------           --------           --------           --------
Income (loss) from operations ..........................              21                572                (19)             1,421

Interest expense .......................................             (24)              (211)               (92)              (406)
Amortization of debt discount ..........................            --                 (412)              (170)              (640)
Other income, net ......................................              90                 57                405                 57
                                                                --------           --------           --------           --------
Net income .............................................        $     87           $      6           $    124           $    432
                                                                ========           ========           ========           ========

Basic Earnings Per Share ...............................        $   0.01           $   0.00           $   0.02           $   0.11
                                                                --------           --------           --------           --------
Diluted Earnings Per Share .............................        $   0.01           $   0.00           $   0.01           $   0.10
                                                                ========           ========           ========           ========

Weighted-average shares outstanding ....................           7,790              6,230              7,597              4,039
                                                                ========           ========           ========           ========
Diluted weighted-average shares outstanding ............           8,593              6,406              8,400              4,216
                                                                ========           ========           ========           ========
</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       4
<PAGE>

                                    IMP, Inc.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                         SIX MONTHS ENDED
                                                                                                    -----------------------------
                                                                                                    SEPTEMBER 30,   SEPTEMBER 30,
                                                                                                        2002            2001
                                                                                                      -------         -------
<S>                                                                                                   <C>             <C>
Cash flows from operating activities:
   Net income ..................................................................................      $   124         $   432
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
   Depreciation and amortization ...............................................................          865           1,301
   Gain on disposal of fixed assets ............................................................          (29)            (80)
   Amortization of debt discount ...............................................................          170             640
   Gain on settlement of lease obligations .....................................................         (182)           --
   Provision for doubtful accounts .............................................................          250           1,074
   Changes in operating assets and liabilities: ................................................         --              --
        Accounts receivable .....................................................................         535          (3,289)
        Accounts receivable from related party .................................................         --               298
        Inventories ............................................................................        1,095             299
        Other current assets ...................................................................         (553)             30
        Deposits and other long term assets ....................................................           19              34
        Trade accounts payable .................................................................         (130)         (1,875)
        Other current liabilities ..............................................................      (1,025)           (671)
        Accrued payroll and related expenses ...................................................          469            (616)
Net cash provided by (used in) operating activities ............................................        1,608          (2,423)

Cash flows from investing activities:
     Purchase of property and equipment ........................................................         (133)           (295)
     Proceeds from sale of property and equipment ..............................................           21            --
Net cash used in investing activities ..........................................................         (112)           (295)

Cash flows from financing activities:
   Repayments of  convertible debentures .......................................................         (290)           --
   Net repayments of short-term advance from related parties ...................................         (103)         (1,363)
   Repayments of revolving credit facility .....................................................         --            (2,672)
   (Repayments of) Proceeds from equipment notes payable .......................................         (246)          1,074
   Payments under capital lease obligations ....................................................         (779)           (266)
   Bank overdraft ..............................................................................          (93)           --
   Proceeds from issuance of common stock ......................................................         --             5,940
                                                                                                      -------         -------
   Net cash (used in) provided by  financing activities ........................................       (1,511)          2,713
                                                                                                      -------         -------

   Net decrease in cash and cash equivalents ...................................................          (15)             (5)
   Cash and cash equivalents at beginning of period ............................................           31              41
                                                                                                      -------         -------
   Cash and cash equivalents at end of period ..................................................      $    16         $    36
                                                                                                      -------         -------

Supplemental information:
   Cash paid during the period for interest ....................................................      $    26         $  --
                                                                                                      -------         -------
   Acquisition of equipment under capital lease obligations ....................................      $   622         $  --
                                                                                                      -------         -------
   Issuance of common stock for settlement of liabilities ......................................      $   367
   Return of equipment and reduction of accounts payable .......................................      $     8         $   253
                                                                                                      -------         -------
   Discount on convertible debentures ..........................................................      $  --           $ 1,633
                                                                                                      =======         =======
   Receivable from investors ...................................................................      $  --           $    60
                                                                                                      =======         =======
</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       5
<PAGE>

                                    IMP, Inc.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1--THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

Business.  IMP, Inc. (the "Company"),  a Delaware  corporation  founded in 1981,
develops  and  manufactures   analog  CMOS  integrated   circuit  solutions  for
communications, computer and control applications.

In September  2001,  Subba Mok LLC ("Subba  Mok"), a limited  liability  company
headquartered in the United States of America, acquired approximately 72% of the
common stock of the Company. As a result of the shares issued in connection with
this  transaction,  the  ownership  of  Teamasia  Semiconductors  (India)  Ltd.,
("Teamasia"),  a private  corporation  headquartered  in India, was reduced from
approximately 51% to 14% of the Company.

In 2001, the Company changed its year end to March 31 of each year. Prior to the
year ended March 31, 2001, the Company's fiscal year ended on the Sunday nearest
to March 31.

NOTE 2--BASIS OF PRESENTATION

The balance  sheet as of September  30, 2002,  the  statements of income for the
three  months  and six  months  ended  September  30,  2002  and  2001,  and the
statements  of cash flows for the six months ended  September  30, 2002 and 2001
have been prepared by the Company,  with out audit and with the  instructions to
Form 10-Q and  Regulation  S-K. In the opinion of  management,  all  adjustments
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the  three-month  and six-month  period ended September 30, 2002 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending March 31, 2003.  Certain  information  and footnote  disclosure  normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted.  The Company  believes that the  disclosures  provided are
adequate to make the  information  presented  not  misleading.  These  financial
statements should be read in conjunction with the audited  financial  statements
and related notes  included in the Company's  Annual Report on Form 10-K for the
year ended March 31, 2002.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ materially from those
estimates. On an on-going basis, the Company evaluates its estimates,  including
those related to customer programs and incentives,  product returns,  bad debts,
inventory values, financing operations, warranty obligations, order cancellation
costs,  restructuring,  and contingencies and litigation.  The Company bases its
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

The Company is  organized as a single  operating  segment for purposes of making
operating  decisions and assessing  performance.  The chief  operating  decision
maker evaluates  performance,  makes operating  decisions and allocate resources
based on financial data  consistent with the  presentation  in the  accompanying
financial statements.

Reverse  stock  split.   Effective   September  2001,  the  Company  effected  a
one-for-five reverse split of its common stock. All shares and per share amounts
in these financial statements have been retrospectively restated to reflect such
reverse split.

Earnings  per  share.  Basic  earnings  per  share  is  calculated  based on the
weighted-average  number of common shares outstanding during the period. Diluted
earnings per share is computed using the  weighted-average  number of common and
dilutive  potential  common  shares  outstanding  during the  period,  using the
as-if-converted  method for convertible debentures and the treasury stock method
for options and  warrants.  The effect of including  options and warrants  would
have been antidilutive during the three and six months ended September 30, 2002.
As a result,  such  effect has been  excluded  from the  computation  of diluted
earnings per share during those antidilutive periods.

                                       6
<PAGE>

Going concern. The accompanying financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  The Company  continues to
experience severe liquidity problems and absorb cash in its operating activities
and, as of September 30, 2002, the Company has a working capital deficiency, but
improved  from as of March 31,  2002,  is in default  under the terms of certain
financing  agreements,  is delinquent in the payment of its federal unemployment
taxes, and has limited financial  resources available to meet its immediate cash
requirements.  These  matters raise  substantial  doubt about the ability of the
Company to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The Company has failed to make  various  scheduled  payments due under its prior
credit facility, equipment notes payable and its capital lease obligations. As a
result the Company is in default with respect to these  agreements.  The Company
has been successful in renegotiating  the payments with all lease vendors and is
on schedule in making payments per the new terms and continues to negotiate with
others to settle the payment plans.

The  indebtedness  related to  agreements  in which the Company is in default is
classified as current on the Company's  balance  sheets as of September 30, 2002
and March 31, 2002 because such creditors and lessors continue to have the right
to effectively declare the principal amount of the Company's  indebtedness to be
immediately due and payable (or to exercise an equivalent remedy with respect to
a capitalized lease).

In November 2000,  Teamasia  loaned the Company $1.2 million under a convertible
debenture  due on May 28,  2001.  The  debenture  was  non-interest  bearing and
convertible   into  137,143  shares  of  common  stock  at  Teamasia's   option,
representing a conversion ratio equal to $8.75 per share.

In December 2000, Teamasia loaned the Company an additional $2.3 million under a
convertible  debenture  due on June 18, 2001.  The  debenture  was  non-interest
bearing and  convertible  into 262,857  shares of common  stock,  at  Teamasia's
option, representing a conversion ratio equal to $8.75 per share.

In the year 2001 the convertible  debentures were renegotiated whereby the notes
became  interest  bearing at prime rate and the due dates were  extended to June
2002 and  subsequently  extended further until August 15, 2002. In consideration
for the  extension,  the  Company  has issued  warrants  to Teamasia to purchase
319,800  shares of common stock at an exercise price of $1.10.  The  convertible
debentures  are  convertible  into  common  stock,  at  Teamasia's  option  at a
conversion  ratio of $3.45 per share.  The  Company is  currently  in default on
these payments.

Certain Events Have Occurred  Which May Have An Impact On The Company's  Ability
To Continue As A Going Concern, Including:

In June 2001,  International  Rectifier  Corporation ("IR") notified the Company
that it would be canceling  future orders.  IR continues to do business with the
Company at reduced revenues.

On July 10, 2001, CIT gave notice of termination and acceleration and demand for
repayment  for both the  revolving  credit  facility  and the  term  loan.  This
cancellation  results from  defaults  under both the CIT  agreement  and related
forbearance letters. CIT declared all obligations due and payable as of July 11,
2001.  All amounts due to CIT were repaid on August 13, 2001.  No new  financing
has been secured.

At September 30, 2002, the Company owed to the Internal  Revenue Service ("IRS")
approximately $1.4 million in federal  unemployment taxes,  including delinquent
taxes,  penalties  and  interest.  The Company has  submitted a proposal for the
payment of the past due amount to the IRS and the IRS has  accepted  the payment
plan.

In October,  2002 Teamasia  refused to further extend the repayment date for the
convertible debenture.  As a result the Company is in default. The company is in
negotiation with Teamasia to agree on a mutually  acceptable  repayment plan for
the  loan.  Also  the  Company  is  in  negotiations   with  several   financial
institutions to arrange financing for the Company to finance operating  expenses
including the repayment of convertible debentures.

During the year ended March 31, 2002, management has put in place plans designed
to reduce the costs of operating the business,  improve the operating efficiency
of the Company's manufacturing facility and obtain new customers. As a result of
this effort, the Company generated operating income, reduced capital absorbed in
operating  activities and improved its working capital  position during the year
ended March 31,  2002.  The Company  continues  to focus on its effort to reduce
costs  further.  If the Company is unable to  successfully  continue to meet its
obligations  under  the  renegotiated  payment  terms on its  borrowings,  or if
management's  operating

                                       7
<PAGE>

plans do not  materialize,  this could  significantly  and adversely  impact the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

NOTE 3--REVENUE RECOGNITION

Component  revenues  are  recognized  as products  are shipped  except for sales
through  distributors,  which are recognized on a sell-through  basis.  Sales to
foreign  distributors  are FOB  IMP's  shipment  location  and the  title of the
products  sold  passes from the seller to the buyer at the FOB  shipping  point.
Design  and  engineering  service  revenues  are  recognized  under  design  and
engineering  contracts  once  defined  development  phases are  completed by the
Company and accepted by the customers.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements."  SAB No.  101  summarizes  certain of the SEC's  views in  applying
accounting  principles  generally  accepted  in the United  States of America to
revenue recognition in financial  statements.  Under SAB No. 101, no revenue can
be recognized unless there is persuasive evidence of an arrangement,  the fee is
fixed or determinable, delivery has occurred and collectibility is probable. The
Company adopted SAB No. 101 in the fourth quarter of fiscal year 2001, effective
January  1,  2001.  The  adoption  of SAB No.  101 did not have an impact on the
Company's financial statements.

Sales return  allowance.  The Company  reduces  sales for  estimated  returns of
products.  The  sales  return  allowance  is based on the  Company's  historical
experience.

NOTE 4--CASH AND CASH EQUIVALENTS

The Company  considers all highly liquid  financial  instruments  purchased with
maturity  of three  months or less at the date of  purchase  to be cash and cash
equivalents.   The  fair  market  value  of  these  highly  liquid   instruments
approximates cost at September 30, 2002 and March 31, 2002.

Carrying  amounts of certain of the Company's  financial  instruments  including
cash and cash equivalents,  accounts receivable,  the revolving credit facility,
accounts  payable and other accrued  liabilities  approximate  fair value due to
their short  maturities.  Based on borrowing  rates  currently  available to the
Company for loans with similar  terms,  the carrying  values of the note payable
and capital lease obligations approximate fair value.

NOTE 5--INVENTORIES

Inventories are stated at the lower of standard cost (which  approximates actual
cost on a first-in first-out basis) or market.

Inventories consist of the following (in thousands):

                                                September 30,         March 31,
                                                    2002                2002
                                                   ------               -----
Raw materials ..........................           $  254              $  363
Work-in-process ........................           $4,345               5,313
Finished goods .........................           $1,789               1,807
                                                   ------               -----
                                                   $6,388              $7,483

During the year ended March 31, 2000,  the Company  re-evaluated  the  practical
production  capacity of its fabrication  facility in the light of measures taken
to reduce the costs and improve the efficiency of the manufacturing process, and
considering the steep decline in the  semiconductor  market during the first six
months of fiscal 2001.  Prior to the quarter ended June 30, 2001,  the practical
capacity of the Company's fabrication facility was estimated to be approximately
3,000  wafers per week.  After  re-evaluating  the  production  capacity  of the
fabrications  facility  in  light of  changes  made to the  production  process,
reductions  in headcount  and other  considerations,  management  estimates  the
current  production   capacity  to  be  approximately  1,200  wafers  per  week.
Accordingly,  to the  extent  actual  production  is at or near  1,200 per week,
overhead  absorption  is  higher  than it would  have been  using the  estimated
production capacity of 3,000 wafers per week.

                                       8
<PAGE>

NOTE 6- BORROWINGS

The  Company  has  entered  into  various  borrowing   arrangements  to  finance
operations  and  equipment  purchases.  Borrowings  consist of the following (in
thousands):

                                                     September, 30,    March 31,
                                                          2002           2002
                                                         ------         ------
Bank overdraft ...................................       $ --           $   93
Equipment notes ..................................          103            349
Short term advance from related parties ..........         --               63
Convertible debentures from related party ........        2,771          2,891
                                                         ------         ------
Total borrowings .................................        2,874          3,396
Less current portion .............................        2,874          3,396
                                                         ------         ------
Long term borrowings .............................       $ --           $ --
                                                         ======         ======

Convertible debentures from related party. In November 2000, Teamasia loaned the
Company $1.2 million  under a  convertible  debenture  due on May 28, 2001.  The
debenture was non-interest bearing and convertible into 137,143 shares of common
stock at Teamasia's  option,  representing a conversion ratio equal to $8.75 per
share.

In December 2000, Teamasia loaned the Company an additional $2.3 million under a
convertible  debenture  due on June 18, 2001.  The  debenture  was  non-interest
bearing and  convertible  into 262,857  shares of common  stock,  at  Teamasia's
option, representing a conversion ratio equal to $8.75 per share.

In May 2001, the  convertible  debentures  were  renegotiated  whereby the notes
became  interest  bearing at prime rate and the due dates were  extended to June
2002.  In  consideration  for the  extension,  the  Company  issued  warrants to
Teamasia  to purchase  319,800  shares of common  stock at an exercise  price of
$1.10 and  subsequently  further  extended to August 15, 2002.  The  convertible
debentures  are  convertible  into  common  stock,  at  Teamasia's  option  at a
conversion  ratio of $3.45 per share.  The  Company is  currently  in default on
these payments.

As the terms of the warrants  became fixed in May 2001, when the parties entered
into a  Memorandum  of  Understanding  (MOU),  the  issuance of the warrants was
recorded  at that  time.  The  convertible  debentures  and  warrants  have been
recorded based on their relative fair values.  The fair value of the warrants of
$821,000  was  determined  by using the Black  Scholes  pricing  model using the
following assumptions:  221% volatility,  zero dividend, 6.4% risk free interest
rate, and 3 year term.

The  Company  also  determined  that  the  convertible  debentures  contained  a
beneficial  conversion  feature  after  allocating  value  to  the  warrants  as
described  above.  The  beneficial  conversion  feature  was  calculated  as the
difference  between the effective  conversion price per share and the fair value
of the common stock on the effective date of the MOU multiplied by the number of
shares in to which the  convertible  debentures  are  convertible  at the stated
ratio of $3.45 per share.

The Company has recorded this transaction as follows:

Convertible debentures .................................              $1,867,000
Warrants ...............................................                 821,000
Beneficial conversion feature ..........................                 812,000
                                                                      ----------
                                                                      $3,500,000

The combined  warrants and beneficial  conversion  feature totaling $1.6 million
has been  recorded  as a  discount  to the  convertible  debenture  and is being
amortized  into  interest  expense over 12 months.  During the fiscal year ended
March 31, 2002 and quarter  ended June 30, 2002,  approximately  $1,463,000  and
$170,000  was  amortized  into  interest  expense.  The  combined  warrants  and
beneficial  conversion  feature  totaling $1.6 million has been fully  amortized
into interest  expenses and no  amortization  was recognized  during the quarter
ending September 30, 2002 .

During the fiscal year ended March 31, 2002,  and in the quarter  ended June 30,
2002, the Company offset $438,000 and $290,000, respectively, in receivables due
from Teamasia against the carrying value of the convertible debentures.

                                       9
<PAGE>

Following further  negotiations with Teamasia,  the due date for the convertible
debentures  has not been  extended,  and the  Company is  currently  in default,
however the Company is in negotiation with Teamasia to an agreeable payment plan
or to convert the loan into equity. There is no assurance that such negotiations
will produce the desired  outcome on terms  favorable  to the Company.  Also the
Company is currently  negotiating with several institutions to arrange financing
to provide for operating  expenses and the repayment of convertible  debentures.
The Company is hopeful that it will  succeed in getting  such  financing in near
future, but there is no assurance.

NOTE 7--LEASING ARRANGEMENTS AND COMMITMENTS

The Company  leases  certain  machinery  and  equipment  under  long-term  lease
agreements,  which are reported as capital leases. The terms of the leases range
from four to five  years,  with  purchase  options at the end of the  respective
lease terms.  The Company  leases its San Jose facility  under a  non-cancelable
operating  lease,  which will expire in December  2006.  The lease  requires the
Company  to pay tax,  insurance  and  maintenance  expenses.  Rental  expense is
recorded using the straight-line method.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATION

The following discussion contains forward-looking  statements that involve risks
and uncertainties.  Our actual future results could differ materially from those
discussed  here.  Factors  that would cause or  contribute  to such  differences
include,  but are not limited to, those discussed in this section, as well as in
the section  entitled  "Business"  in our Form 10-K for the year ended March 31,
2002 filed with the Securities and Exchange Commission.

This  information  should  also be  read  along  with  the  unaudited  condensed
financial  statements  and notes  thereto  included in Item I of this  Quarterly
Report and the audited  financial  statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
fiscal year ended March 31, 2002 contained in the Company's  Annual Report filed
in Form 10-K.

CURRENT EVENTS

During the month of August,  2002,  the Company  signed a contract  with Minghua
Microelectronic  Investment Company LTD, a company based in Ningbo,  Republic of
China  (China) to form a joint  venture  company.  All  activities  of the joint
venture  shall  be  governed  by the  laws and  pertinent  rules of the  Peoples
Republic of China.  The amount of investment of the joint venture is anticipated
to be $31.0 million.  The joint venture  company is owned 50% by IMP and 50 % by
Minghua  Microelectronics.  Minghua Microelectronic is responsible for providing
the land,  building and clean room  facility and IMP is providing  equipment for
wafer fabrication from its present facility in San Jose, technology and business
to the Joint Venture.  The joint venture shall have 10 board of directors,  five
will be appointed by Minghua  Microelectronics  and five by IMP. IMP will manage
the joint venture for the first three years. Upon achieving certain goals and in
addition to all of the above IMP will  receive $4.0 million in cash from Minghua
Microelectronic.

The joint  venture  facility  with clean room is expected to be completed by the
middle of December 2002 and 50 % of the fabrication  equipment from the San Jose
facility  shall be moved to the  facility in Ningbo,  China by the first week of
January, 2003. IMP will continue its manufacturing operations with the remaining
50% of the equipment in San Jose,  until the facility is  operational in Ningbo,
China.

The scope of the joint venture  company is to design,  develop,  manufacture and
sell semiconductor  integrated circuits. The joint venture company will focus in
the area of power management integrated circuits IMP with its increased presence
in China,  a fast growing  market for  semiconductor  chips,  expects to improve
sales of its standard products.

                                       10
<PAGE>

RESULTS OF OPERATIONS

The  following  table sets  forth,  as a  percentage  of net  revenues,  certain
consolidated statement of operations data for the periods indicated.

<TABLE>
<CAPTION>
                                                            Three Months Ended                          Six Months Ended
                                                  -------------------------------------         --------------------------------
                                                  September 30,           September 30,         September 30,      September 30,
                                                       2002                   2001                  2002                2001
                                                      -----                  -----                 -----               -----
<S>                                                   <C>                    <C>                   <C>                 <C>
Total revenues..................................      100.0%                 100.0%                100.0%              100.0%
Cost of revenue.................................       65.1                   60.4                  70.1                63.7
                                                      -----                  -----                 -----               -----
   Gross margin.................................       34.9                   39.6                  29.9                36.3
Operating expenses:
   Research and development.....................       11.6                   8.2                   12.3                8.1
   Selling, general and administrative..........       22.7                   24.1                  18.2                18.7
   Gain on disposal of fixed assets.............       (0.0)                 (1.2)                 (0.4)               (0.6)
                                                      -----                  -----                 -----               -----
Operating income (loss).........................        0.6                   8.5                  (0.3)                10.1
Interest expense................................       (0.6)                 (3.1)                 (1.2)               (2.9)
Amortization of debt discount                          (0.0)                 (6.1)                 (2.3)               (4.5)
Other income, net...............................        2.3                   0.8                   5.4                 0.4
                                                      -----                  -----                 -----               -----
Net income......................................        2.3%                  0.1%                  1.6%                3.1%
                                                      =====                  =====                 =====               =====
</TABLE>

During the quarter ended September 30, 2002, the Company  generated net revenues
of $3.8 million  compared to $6.7 million for the same period of the prior year.
The  decrease in net  revenues  was due to  decreased  demand for the  Company's
foundry products. Foundry product sales accounted for 20% of net revenues in the
quarter ended September 30, 2002 and standard product sales accounted for 80% of
net revenues in the quarter ended September 30, 2002.  Among standard  products,
supervisor  series of products  accounted  for  approximately  34%, UART 19% and
discrete  power  devices  accounted  for 15% of the net  revenue for the quarter
ended  September  30, 2002.  For the Six month ended  September  30,  2002,  the
Company  generated net revenue of $7.5 million compared to $14.1 million for the
same  period of the prior  year.  The  decrease  in the net  revenue was due the
decreased  demand for the foundry  products.  For the period ended September 30,
2002 the foundry sales were 20% and standard products sales 80%.

For the three months ended  September 30, 2002,  the Company's  largest  foundry
customers were Dialog, Signal Processing Technology and International Rectifier,
which  accounted  for  approximately  6.5%,  3.8% and 2% of net revenues and 0%,
1.6%, and 0% of net receivables at September 30, 2002, respectively. The largest
foundry  customers  for  the  same  period  in the  prior  year  were  Linfinity
Microelectronics,  International Rectifier,  and Tektronix,  which accounted for
approximately  33%,  15% and 4% of the net  revenue  and 4%,  6%,  and 0% of net
accounts receivable at September 30, 2001, respectively.

For the three months ended  September 30, 2002, the company's  largest  standard
products customers were SEMR, EIL and MAXTEK,  which accounted for 21.5 %, 10.5%
and 6.5 % of net revenue and 27 %, 14 % and 7% of  receivables  at September 30,
2002, respectively.

COST OF REVENUES.  Cost of revenues in the three months ended September 30, 2002
was $2.5 million,  representing  65.1% of net revenues compared to $4.1 million,
representing  60.4% of net  revenues  for the same  quarter in the prior  fiscal
year.  Percentage increase in cost of sales is due to decrease in revenue.  Cost
of revenue  for the six  months  ended  September  30,  2002 was $5.29  million,
representing 70.1% of the revenue compared to $ 9.01 million, representing 63.7%
of net revenues for the same quarter in the prior fiscal year.

RESEARCH AND  DEVELOPMENT  EXPENSES.  Research  and  development  expenses  were
$437,000  (11.6% of revenue) in the quarter ended September 30, 2002 compared to
$556,000  (8.2% of revenue)  in the  corresponding  quarter of the prior  fiscal
year.  For the six months  ended  September  30,2002  research  and  development
expenses  were  $931,000  (12.3 % of revenue)  compared to  $1,144,000 ( 8.1% of
revenue). The net decrease in the cost is due to the cost cutting measures taken
by the Company.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  were  $855,000  (22.7% of net revenues) in the quarter
ended September 30, 2002,  down from  $1,631,000  (24.1% of net revenues) in the
same  quarter of the prior  year.  The  decrease  in expenses is due to the cost
cutting  measures  taken by the  Company.  The expenses for the six months ended
September  30,  2002 were  $1,368,000  (18.2% of the  revenue)  as  compared  to
$2,651,000 (18.7% of the revenue) for same period last year. The net decrease in
expenses is due to the cost cutting measures taken by the company.

                                       11
<PAGE>

INTEREST  EXPENSES.  Interest  expense for the three months ended  September 30,
2002 was $24,000 as compared to $211,000  for the same quarter  ended  September
30,  2001.  Interest  expense for the six months  ended  September  30, 2002 was
$92,000 as compared to $406,000 for the six months ended September 30, 2001. The
decrease in interest  expense is due to a change in borrowing  terms as a result
of renegotiations  made by the Company in extending the convertible  debentures.
As a result of the renegotiations  the convertible  debentures were non-interest
bearing during the extension period.

AMORTIZATION  OF DEBT  DISCOUNT.  During the quarter  ended June 30,  2001,  the
Company  granted  warrants  in  connection  with  the  issuance  of  convertible
debentures to Teamasia.  The transaction also contained a beneficial  conversion
feature.  The  value of the  warrants  and the  beneficial  conversion  feature,
totaling  $1.63  million,  is  reflected  as  a  discount  on  the  subordinated
debentures and is being amortized over the term of the subordinated  debentures,
which is one year. During the fiscal year ended March 31, 2002 and quarter ended
June 30, 2002, approximately $1,463,000 and $170,000 was amortized into interest
expense. The combined warrants and beneficial  conversion feature totaling $1.63
million has been fully amortized into interest  expense and no amortization  was
recognized during the quarter ended September 30, 2002.

OTHER INCOME NET.  Other income was $90,000 for the quarter ended  September 30,
2002 compared to $57,000 for the comparative  quarter in the prior year. For six
months ended  September  30, 2002 the other  income was  $405,000  compared to $
57,000 for the comparative quarter in the prior year.

NET  INCOME.  The Company had a net income  $87,000 for the three  months  ended
September  30, 2002,  or $0.01 per share,  compared to a net income of $6,000 in
the quarter ended September 30, 2001 or $0.00 per share. The Company has taken a
number of actions  designed to enable the Company to show profitable  results at
much lower revenue levels compared to historical levels. Scaled down operations,
cost control and improvements in the Company's manufacturing  efficiency are the
major drivers of the Company's return to profitability.

The Company had a net income  $124,000  for the six months ended  September  30,
2002, or $0.02 per share, compared to a net income of $432,000 in the six months
ended September 30, 2001 or $0.11 per share.  The decrease in net profits is due
to the net decrease in sales.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  decreased  to $16,000  at  September  30,  2002 from
$31,000 at March 31, 2002.

Net cash provided by operating  activities in the six months ended September 30,
2002 was $1.6  million as compared to net cash used in operating  activities  in
the six months ended  September 30, 2001 of $2.4  million.  The  improvement  is
primarily attributable to cash flow changes in accounts receivables,  which used
$3.2 million cash flow for the six months ended  September 30, 2001 and provided
$0.5 million of cash flow for the six months ended  September  30, 2002.  During
the six months ended September 30, 2002, the Company's cash flows were favorably
effected by  approximately  $1.0 million in  receivables  that were sold without
recourse by the Company to an affiliated entity.

Net cash  used for  investing  activities  were  $112,000  in six  months  ended
September  30,  2002 as compared to net cash used for  investing  activities  of
$295,000 in six months ended September 30, 2001.

Net cash used in financing  activities  was $1.5 million in the six months ended
September 30, 2002 as compared to net cash  provided by financing  activities of
approximately  $2.7 million in six months ended  September 30, 2001.  During the
six months  ended  September  30, 2001 the Company  received  proceeds  from the
issuance of common  stock of  approximately  $5.9  million,  approximately  $2.7
million was used to repay the Company's revolving credit facility.

The Company continues to experience severe liquidity problems and absorb capital
infusion in its operating activities.  As of September 30, 2002, the Company had
a working capital deficiency, but improved from the year ended March 31, 2002 by
approximately  $580,000.  The  Company is in default  under the terms of certain
financing  agreements,  is delinquent in the payment of its federal unemployment
taxes, and has limited financial  resources available to meet its immediate cash
requirements.  These matters raise substantial doubt about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                       12
<PAGE>

The Company made payments of $779,000 on capital lease  obligations and $246,000
on equipment notes during the six months ending September 30, 2002.

As of September  30, 2002,  the  Company's  current  portion of debt and capital
lease  obligations  of $1.59  million is  comprised of (i) $103,000 of equipment
notes,  and (ii) $1.49 million of capital lease  obligations.  The capital lease
obligations are comprised of ten individual leases.

As of  September  30, 2002,  the  Company's  long term portion of capital  lease
obligations are $0 comparatively  $273,000  outstanding as of September 30, 2001
and this is comprised of four leases.

In the fiscal year ended March 31, 2002,  the Company  entered into an agreement
with Teamasia whereby Teamasia agreed, among other provisions, to extend the due
date of the  convertible  debentures,  in the original  amount of $3.5  million,
until  August 15,  2002.  In addition,  under the  agreement,  Subba Mok LLC, an
investor  group led by the  Chairman of the Board of Directors  purchased  stock
representing  72% of the Company's  equity for $6.0  million.  All proceeds were
received by July 31,  2001.  The Company is currently in default on repayment of
the convertible debentures.

At September 30, 2002, the Company owed to the Internal  Revenue Service ("IRS")
approximately $1.4 million in federal  unemployment taxes,  including delinquent
taxes,  penalties  and  interest.  The Company has submitted a proposal form the
payment of the past due amount to the IRS and the IRS has  accepted  the payment
plan.

FACTORS AFFECTING FUTURE RESULTS

The Company has minimal  financial  resources and its operating  needs in fiscal
2002 were funded principally from the collection of accounts receivable and from
the sale of common stock to Subba Mok LLC. In the event cash flow from  accounts
receivable is reduced or  interrupted by slow  collections,  or by a decrease in
revenue  generation,  the Company  will be unable to meet its  obligations.  The
Company's  independent  auditors  stated  in  their  auditors'  report  that the
Company's severe liquidity  problems raise  substantial  doubt about whether the
Company can  continue as a going  concern.  The  Company  continues  to focus on
restructuring  its  operations  to  conserve  cash.  The  Company  has  reported
operating  income for the fiscal  year 2002 and  losses for the  previous  years
starting from 1997. These losses continue to affect the cash flow.

Our cash balance has  decreased  over each of the last several  quarters.  As of
September 30, 2002, we had cash and cash equivalents of approximately $16,000.

The Company sells its products to distributors  and  manufacturers  in Southeast
Asia, which is currently experiencing an economic downturn. Sales in this region
accounted  for more than 60 % of the Company's net revenues in the quarter ended
September  30, 2002.  The Company  experienced  a slight growth in revenues from
this region  during the fiscal year.  However,  should the region not be able to
overcome its economic problems, there is no assurance that the Company's results
of operations will not continue to be adversely affected.

As a result of the severe  downturn  in the  semiconductor  market,  the Company
experienced a significant drop off in sales in the fourth quarter of fiscal year
2001 and  subsequent  quarters  of  fiscal  year 2002 and the  quarter  ended on
September 30, 2002. The reduced sales and  corresponding  reduction in cash flow
has compounded the Company's liquidity issues. The downturn in the semiconductor
market is expected to continue for the foreseeable future,  though IMP's revenue
has stabilized due to a slight increase in revenue of its standard products.

In June 2001,  International  Rectifier  Corporation ("IR") notified the Company
that it would be canceling  future orders.  IR continues to do business with the
Company at reduced revenues

The   semiconductor   industry  is  extremely  capital   intensive.   To  remain
competitive,  the Company  will have to continue  investing  in advanced  design
tools,  manufacturing  equipment and process  technologies.  The Company will be
required to seek additional  debt or equity  financing to satisfy its cash needs
and such financing may not be available on terms satisfactory to the Company. If
such  financing is not  available  on terms  satisfactory  to the  Company,  its
operations would be materially adversely affected.

New  products  and  process   technologies   require  significant  research  and
development  expenditures.  However,  there can be no assurance that the Company
will be able to develop and  introduce  new products in a timely manner that new
products  will gain market  acceptance or that new process  technologies  can be
successfully implemented.  If the Company is unable to develop new products in a

                                       13
<PAGE>

timely  manner,  and to sell them at gross  margins  comparable to the Company's
current products, the future results of operations will be adversely impacted.

Although we are not  currently a party to any  material  litigation  relating to
patents  and  other  intellectual  property  rights,  because  of  technological
developments in the semiconductor  industry,  it may be possible that certain of
our designs or processes may involve  infringement of existing patents.  We also
cannot be sure that any of our patents will not be invalidated,  circumvented or
challenged,  that the  rights  granted  there  under  will  provide  competitive
advantages to us or that any of our pending or future patent  applications  will
be issued.  We have from time to time received,  and may in the future  receive,
communications  from third  parties  asserting  patents,  mask work  rights,  or
copyrights  on certain of our  products  and  technologies.  Although we are not
currently a party to any  material  litigation,  if a third party were to make a
valid  intellectual   property  claim  and  a  license  were  not  available  on
commercially  reasonable  terms,  our operating  results could be materially and
adversely  affected.  Litigation,  which could result in substantial  cost and a
drain on our limited resources,  may also be necessary to enforce our patents or
other intellectual  property rights or to defend us against claimed infringement
of the rights of others.

The Company is subject to a variety of federal,  state,  and local  governmental
regulations  related  to the use,  storage,  discharge  and  disposal  of toxic,
volatile or otherwise  hazardous  chemicals and gases used in its  manufacturing
process.  Although the Company believes that its activities conform to presently
applicable  environmental  regulations,  the failure to comply  with  present or
future  regulations  could  result in  penalties  being  imposed on the Company,
suspension of production or a cessation of operations. There can be no assurance
that regulatory  changes or changes in regulatory  interpretation or enforcement
will not render compliance more difficult and costly. Any failure of the Company
to control  the use of, or  adequately  restrict  the  discharge  of,  hazardous
substances, or otherwise comply with environmental regulations, could subject it
to significant future liabilities.

Effective April 1999, our common stock was moved from the Nasdaq National Market
to the Nasdaq  SmallCap  Market  where it  continues  to trade  under the symbol
"IMPXC." Our common stock  trading price remains below $5.00 per share and could
also be  subject to the  requirements  of certain  rules  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), which require
additional  disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock (generally, any non-Nasdaq equity security that
has a market price of less than $5.00 per share, subject to certain exceptions).
The additional  burdens imposed upon  broker-dealers by such requirements  could
discourage broker-dealers from trading in our common stock. Additionally, future
announcements   concerning  the  Company,   its  competitors  or  its  principal
customers,  including quarterly operating results, changes in earnings estimates
by analysts, technological innovations, new product introductions,  governmental
regulations  or litigation  may cause the market price of the  Company's  Common
Stock to continue to fluctuate substantially. Further, in recent years the stock
market  has  experienced   extreme  price  and  volume  fluctuations  that  have
particularly  affected  the  market  prices  of equity  securities  of many high
technology  companies and that often have been unrelated or  disproportionate to
the operating  performance of such  companies.  These  fluctuations,  as well as
general  economic,  political  and  market  conditions  such  as  recessions  or
international  currency  fluctuations may materially adversely affect the market
price of the common stock.

On July 26, 2001, the Company attended a hearing with Nasdaq  representatives to
discuss the  delisting  of the  Company's  common stock from the  exchange.  The
reasons  for the  delisting  hearing  include  low stock  price over a continued
period of time,  late filings of Forms 10-K and 10-Q and the financial  weakness
of the Company. As a result of this hearing,  the Company agreed to meet certain
filing  deadlines  in  connection  with  its  reporting  obligations  under  the
Securities  Exchange Act of 1934,  maintain certain  financial  requirements and
complete a reverse stock split.  We are required to maintain a minimum bid price
for our common stock by November 2002. The Company does not know whether it will
be able to maintain its Nasdaq listing.

The ability of the Company to transition  from the  fabrication of  lower-margin
products  to  higher-margin  products,  including  both those  developed  by the
Company  and  those  for  which it  serves  as a  third-party  foundry,  is very
important for the  Company's  future  results of  operations.  Rapidly  changing
customer demands may result in the obsolescence of existing Company inventories.
There can be no assurances that the Company will be successful in its efforts to
keep pace with changing  customer  demands.  In this regard,  the ability of the
Company to develop  higher-margin  products  will be  materially  and  adversely
affected  if it is  unable  to  retain  its  engineering  personnel  due  to the
Company's current business climate.

Many of our competitors have  substantially  greater  technical,  manufacturing,
financial,  and  marketing  resources  than we do. Our  international  sales are
primarily denominated in U.S. currency. Consequently,  changes in exchange rates
that strengthen the U.S. dollar could increase the price in local  currencies of
our products in foreign markets and make our products  relatively more expensive
than our competitor's products that are denominated in local currency. We expect
continued  strong  competition  from  existing  suppliers  and the  entry of new
competitors.  Such competitive  pressures could reduce the market  acceptance of
our  products and result

                                       14
<PAGE>

in market price reductions and increases in expenses that could adversely affect
our business, financial condition or results of operations.

The fabrication of integrated  circuits is a highly complex and precise process.
Minute impurities,  contaminants in the manufacturing environment,  difficulties
in the  fabrication  process,  defects in the masks used to print  circuits on a
wafer,  manufacturing  equipment  failure,  wafer  breakage or other factors can
cause a substantial  percentage of wafers to be rejected or numerous die on each
wafer to be  nonfunctional.  The  majority  of our  costs of  manufacturing  are
relatively fixed, and, consequently, the number of shippable die per wafer for a
given  product is critical to our  results of  operations.  If we do not achieve
acceptable manufacturing yields, or if we experience product shipment delays, or
if we encounter  capacity  constraints,  or issues related to volume  production
ramp-ups,  our financial  condition or results of operations would be materially
and adversely affected.  We have from time to time in the past experienced lower
than  expected  production  yields,  which have delayed  product  shipments  and
adversely  affected gross margins.  Moreover,  we cannot be sure that we will be
able to maintain acceptable manufacturing yields in the future.

We manufacture all of our wafers at our fabrication  facility in San Jose. Given
the  unique  nature of our  processes,  it would be  difficult  to  arrange  for
independent  manufacturing facilities to supply such wafers in a short period of
time. Any inability to utilize our  manufacturing  facility as a result of fire,
natural  disaster  or  utility  interruption,  otherwise,  would have a material
adverse effect on our financial condition or results of operations.  Although we
believe that we have adequate  capacity to support our near term plans,  we have
in the past  subcontracted  the fabrication of a portion of our wafer production
to outside  foundries,  and may need to do so again. At the present time,  there
are several wafer foundries that are capable of supplying  certain of our needs.
However,  we cannot be sure  that we will  always be able to find the  necessary
foundry capacity.

Due to the relatively long manufacturing cycle for integrated circuits, we build
some of our inventory  before we receive orders from our  customers.  Because of
inaccuracies  inherent in forecasting  the demand for such  products,  inventory
imbalances  periodically  occur that  result in  surplus  amounts of some of our
products and shortages of others.  Such shortages can adversely  affect customer
relationships, and surpluses can result in larger than desired inventory levels.
Our backlog  consists of  distributor  and OEM  customer  orders  required to be
shipped  within six months  following  the order date.  Customers  may generally
cancel or reschedule orders to purchase  products without penalty.  As a result,
to reflect changes in their needs, customers frequently revise the quantities of
our products to be delivered and their delivery  schedules.  Because backlog can
be canceled or rescheduled  without  significant  penalty, we do not believe our
backlog is a meaningful  indicator of future revenue.  In addition,  our backlog
includes  our orders from  domestic  distributors  as to which  revenues are not
recognized until the products are sold by the  distributors.  Such products when
sold may result in revenue lower than the stated backlog  amounts as a result of
discounts that we authorize at the time of sale by the distributors.

The Company  utilizes various  external  "silicon wafer service  foundries" (for
epitaxial  growth) and assembly sites to assemble and package its products.  Any
product delivery delays,  quality and manufacturing problems from these external
operations could adversely affect the Company's operating results.

We  depend  on a number  of  subcontractors  for  certain  of our  manufacturing
processes, such as epitaxial deposition services. If any of these subcontractors
fails to perform these processes on a timely basis, there could be manufacturing
delays,  which would  materially  adversely  affect our  results of  operations.
Currently,  we  purchase  certain  materials,  including  silicon  wafers,  on a
purchase  order basis from a limited  number of  vendors.  Any  interruption  or
termination of supply from any of these suppliers would have a material  adverse
effect on our financial  condition,  results of  operations,  or liquidity.  Our
products  are  packaged  by a limited  group of third  party  subcontractors  in
Southeast  Asia.  Certain of the raw  materials  included in such  products  are
obtained  from sole  source  suppliers.  Although  we are  trying to reduce  our
dependence on our sole and limited source  suppliers,  disruption or termination
of any of these sources could occur and such  disruptions  could have a material
adverse effect on our financial condition or results of operations. As is common
in the  industry,  independent  third  party  subcontractors  in Asia  currently
assemble all of our products.  In the event that any of our subcontractors  were
to  experience   financial,   operational,   production  or  quality   assurance
difficulties  resulting  in a  reduction  or  interruption  in our  supply,  our
operating results would be adversely affected until alternate subcontractors, if
any, became available.

The present and future success of the Company depends on its ability to continue
to attract, retain and motivate qualified senior management, sales and technical
personnel,  particularly  highly skilled  semiconductor  design and  development
personnel,  and process engineers,  for whom competition is intense. The Company
is currently  engaged in an executive  search to hire a chief financial  officer
and a controller. The loss of key executive officers, key design and development
personnel,  or process engineers, or the inability to hire and retain sufficient
qualified  personnel  could  have a  material  adverse  effect on the  Company's
business,  financial  condition  and  results  of  operations.  There  can be no
assurance that the Company will be able to retain these employees.

                                       15
<PAGE>

Recent Accounting Pronouncements.

In June 2000,  SFAS No. 133 (SFAS 133) was  amended by SFAS No. 138 (SFAS  138),
Accounting for Certain  Derivative  Instruments  and Hedging  Activities,  which
amended or modified  certain issues discussed in SFAS 133. SFAS 138 is effective
for all  fiscal  years  beginning  after  June 15,  2000.  SFAS 133 and SFAS 138
establish  accounting and reporting  standards  requiring that every  derivative
instrument  be  recorded in the  balance  sheet as either an asset or  liability
measured at its fair value.  The  statements  also  require  that changes in the
derivative's  fair value be  recognized  currently in earnings  unless  specific
hedge accounting  criteria are met. At this time, the Company does not engage in
derivative instruments or hedging activities.  Accordingly,  there was no impact
on the  Company's  financial  statements  from the adoption of SFAS 133 and SFAS
138.

In June 2001, the Financial  Accounting  Standards  Board finalized SFAS No. 141
(SFAS 141),  Business  Combinations,  and SFAS No. 142 (SFAS 142),  Goodwill and
Other  Intangible  Assets.  SFAS 141 requires the use of the purchase  method of
accounting  and  prohibits  the  use  of  the  pooling-of-interests   method  of
accounting for business  combinations  initiated  after June 30, 2001.  SFAS 141
also requires that the Company recognize acquired  intangible asserts apart from
goodwill if the  acquired  intangible  assets meet  certain  criteria.  SFAS 141
applies to all  business  combinations  initiated  after  June 30,  2001 and for
purchase  business  combinations  completed  on or after July 1,  2001.  It also
requires,  upon adoption of SFAS 142, that the Company  reclassify  the carrying
amounts of intangible assets and goodwill base on the criteria in SFAS 141.

SFAS 142  requires,  among  other  things,  that  companies  no longer  amortize
goodwill,  but instead  test  goodwill  for  impairment  at least  annually.  In
addition,  SFAS 142 requires that the Company  identify  reporting units for the
purposes of assessing  potential  future  impairments of goodwill,  reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible  assets with an indefinite useful life. An intangible
asset  with an  indefinite  useful  life  should be  tested  for  impairment  in
accordance  with the guidance in SFAS 142. SFAS 142 is required to be applied in
fiscal  years  beginning  after  December  15,  2001 to all  goodwill  and other
intangible assets recognized at that date,  regardless of when those assets were
initially  recognized.  SFAS 142 requires the Company to complete a transitional
goodwill  impairment  test six months from the date of adoption.  The Company is
also required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142. The implementation of SFAS 142
did not have a material impact on the Company's financial  position,  results of
operations or cash flows.

In  August  2001,  the FASB  issued  SFAS No.  143  (SFAS  143)  Accounting  for
Obligations  Associated  with the  Retirement  of  Long-Lived  Assets.  SFAS 143
addresses financial accounting and reporting for the retirement obligation of an
asset.  SFAS 143 states that  companies  should  recognize the asset  retirement
cost,  at its fair  value,  as part of the cost asset and  classify  the accrued
amount as a liability in the balance sheet.  The asset  retirement  liability is
then  accreted  to  the  ultimate  payout  as  interest  expense.   The  initial
measurement of the liability would be subsequently updated for revised estimates
of the  discounted  cash  outflows.  SFAS 143 will be effective for fiscal years
beginning  after June 15, 2002.  The  implementation  of SFAS 143 did not have a
material impact on the Company's financial position,  results of operations,  or
cash flows.

In October  2001,  the FASB  issued SFAS No. 144 (SFAS 144)  Accounting  for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 supersedes the SFAS 121 by
requiring  that one  accounting  model to be used for  long-lived  assets  to be
disposed of by sale, whether previously held and used or newly acquired,  and by
broadening the  presentation of discontinued  operation to include more disposal
transactions.  SFAS 144 will be  effective  for  fiscal  years  beginning  after
December 15, 2001. The implementation of SFAS 144 did not have a material impact
on the Company's financial position, results of operations, or cash flows.

In April 2002, the FASB issued Statement of Financial  Accounting  Standards No.
145 (SFAS 145),  rescission of FASB  Statements No. 4, 44, and 64,  Amendment of
FASB Statement No. 13, and Technical  Corrections.  SFAS 145 updates,  clarifies
and simplifies existing accounting  pronouncements,  by rescinding SFAS 4, which
required all gains and losses from  extinguishment of debt to be aggregated and,
if material,  classified as an  extraordinary  item,  net of related  income tax
effect. As a result, the criteria in Accounting  Principles Board Opinion No. 30
will now be used to  classify  those gains and  losses.  Additionally,  SFAS 145
amends SFAS 13 to require that certain  lease  modifications  that have economic
effects  similar to  sale-leaseback  transactions  be accounted  for in the same
manner as sale-leaseback  transactions.  Finally,  SFAS 145 also makes technical
corrections to existing  pronouncements.  Management currently believes that the
adoption of SFAS 145 will not have a material impact on the Company's  financial
position, results of operations or cash flows.

In June 2002,  the FASB  issued SFAS No. 146 (SFAS  146),  Accounting  for Costs
Associated  with Exit  Activities,  which  addresses  financial  accounting  and
reporting for costs  associated  with exit  activities and  supersedes  Emerging
Issues Task Force  ("EITF") 94-3,  Liability  Recognition  for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs

                                       16
<PAGE>

Incurred in a  Restructuring).  SFAS 146  requires  that a liability  for a cost
associated  with  an  exit or  disposal  activity  be  recognized  and  measured
initially at fair value only when the  liability is incurred.  This differs from
EITF 94-3, which required that a liability for an exit cost be recognized at the
date of an  entity's  commitment  to an exit  plan.  However,  under SFAS 146, a
liability for one-time  termination  benefits is  recognized  when an entity has
committed to a plan of termination,  provided  certain other  requirements  have
been met.  In  addition,  under SFAS 146, a liability  for costs to  terminate a
contract  is not  recognized  until  the  contract  has been  terminated,  and a
liability  for costs  that  will  continue  to be  incurred  under a  contract's
remaining  term without  economic  benefit to the entity is recognized  when the
entity ceases to use the right  conveyed by the contract.  SFAS 146 is effective
for exit or disposal  activities  initiated after December 31, 2002. The Company
does not expect  the  adoption  of SFAS 146 will have a  material  impact on its
consolidated results of operations or financial position.

Critical Accounting Policies:

Use of  Estimates.  The  Company's  discussion  and  analysis  of its  financial
condition  and results of operations  are based upon our  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires us to make estimates and judgments that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and  liabilities.  On an  on-going  basis,  we  evaluate  our  estimates,
including those related to customer  programs and incentives,  product  returns,
bad debts, inventory values, financing operations,  warranty obligations,  order
cancellation costs, restructuring, and contingencies and litigation. We base our
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

Basis of  Presentation.  The Company's  financial  statements have been prepared
assuming  that  the  Company  will  continue  as a going  concern.  The  Company
continues  to  experience  severe  liquidity  problems  and  absorb  cash in its
operating  activities  and, as of  September  30,  2002,  has a working  capital
deficiency,  is in default under the terms of certain financing  agreements,  is
delinquent in the payment of its federal  unemployment  taxes,  and have limited
financial resources available to meet immediate cash requirements. These matters
raise  substantial doubt about Company's ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

Revenue  recognition.  Component revenues are recognized as products are shipped
except for sales through  distributors,  which are  recognized on a sell-through
basis.  Sales to foreign  distributors  are FOB IMP's shipment  location and the
title of the  products  sold  passes  from the  seller  to the  buyer at the FOB
shipping point.  Design and engineering  service  revenues are recognized  under
design and engineering  contracts once defined  development phases are completed
by the Company and accepted by the customers.

In December 1999, the Securities and Exchange  Commission (the SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial  Statements.
SAB No.  101  summarizes  certain  of the  SEC's  views in  applying  accounting
principles  generally  accepted  in the  United  States of  America  to  revenue
recognition  in  financial  statements.  Under SAB No.  101,  no revenue  can be
recognized  unless there is persuasive  evidence of an  arrangement,  the fee is
fixed or determinable, delivery has occurred and collectibility is probable. The
Company adopted SAB No. 101 in the fourth quarter of fiscal year 2001, effective
beginning  of fiscal  year  2001.  The  adoption  of SAB No. 101 did not have an
impact on Company's financial statements.

Sales return  allowance.  The Company  reduces  sales for  estimated  returns of
products. The sales return allowance is based on our historical experience.

Allowance for bad debts. The Company  maintains an allowance for bad debts based
on  estimated   unrealizable  account  receivables.   Management  estimates  the
allowance based on an analysis of specific customers,  taking into consideration
the age of the past due account and an assessment of the  customer's  ability to
pay.

Inventory.  The Company  values its inventory at the lower of the actual cost to
market  and/or  manufacture  the  inventory.  The  management  regularly  review
inventory  quantities  on hand and record a  provision  for excess and  obsolete
inventory based primarily on the Company's  estimated forecast of product demand
and production  requirements for the next twelve months. As demonstrated  during
2002,  demand  for  the  Company's  products  can  fluctuate  significantly.   A
significant increase in the demand for the products could result in a short-term
increase in the cost of  inventory  purchases  while a  significant  decrease in
demand could result in an increase in the amount of excess inventory  quantities
on hand.  Additionally,  the Company's  estimates of future  product  demand may
prove to be  inaccurate,  in which  case the  Company  may have  understated  or
overstated  the  provision  required for excess and obsolete  inventory.  In the
future,  if management  believes that  inventory is determined to be overvalued,
the Company would be required to

                                       17
<PAGE>

recognize   such  costs  in  the  cost  of  goods  sold  at  the  time  of  such
determination.  Likewise, if the inventory is determined to be undervalued,  the
Company may have  over-reported  the costs of goods sold in previous periods and
would be required to recognize such additional  operating  income at the time of
sale. Therefore,  although the Company makes every effort to ensure the accuracy
of the forecasts of future product demand, any significant unanticipated changes
in demand or technological  developments  could have a significant impact on the
value of closing inventory and reported operating results.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk  related to changes in interest  rates and
foreign currency  exchange rates. The Company does not use derivative  financial
instruments for speculative or trading purposes.

Interest Rate  Sensitivity:  The Company has debt instruments which are interest
free and the Company is not subject to any interest rate risk.

Due to its international  sales, the Company is exposed to risks associated with
foreign  exchange  rate  fluctuations.  Those  exposures may change over time as
business  practices  evolve  and could  have a  material  adverse  effect on the
Company's operating results and financial condition.  All of the Company's sales
are  denominated in U.S.  dollars.  An increase in the value of the U.S.  dollar
relative to foreign currencies could make the Company's products more expensive,
reducing the demand for the Company's  products.  A decline in the demand of the
Company's  product  could  have a  material  adverse  effect  on  the  Company's
operating results,  financial position,  or liquidity.  European currency issues
are not material due to the Company's minimal contact with European markets.

At  September  30,  2002,  the  Company  had  approximately   $1.49  million  of
outstanding obligations under capital lease arrangements.  As the lease payments
associated  with these  arrangements  do not have variable  interest  rates,  an
increase  of 10  percent in  short-term  would not have  material  impact on the
Company's net income or cash flows. The Company does not hedge any interest rate
exposures.

Since the Company does not have any  significant  exposure to changing  interest
rates,  the Company did not undertake any specific  actions to cover exposure to
interest  rate risk and the  Company  is not a party to any  interest  rate risk
management  transactions.  The Company did not  purchase or hold any  derivative
financial instruments for trading purposes.

Foreign Currency Exchange Risk. All of the Company's financial  transactions are
conducted in US dollars.

                                       18
<PAGE>

                                    IMP, Inc.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company was named as one of 88 defendants  in a legal action  brought by the
Lemelson Medical Foundation for patent violations. In December 2000, the Company
settled all  outstanding  claims for $150,000 due in three annual  installments,
the last of which is due in December 2002. The Company is party to litigation in
the ordinary  course of business.  Any adverse  outcome in any of these  matters
could have a material adverse affect on our business and results of operations.

Item 2. Defaults by the Company on its Senior Securities

On July 10, 2001, CIT gave notice of termination and acceleration and demand for
repayment  for both the  revolving  credit  facility  and the  term  loan.  This
cancellation  results from  defaults  under both the CIT  agreement  and related
forbearance letters. CIT declared all obligations due and payable as of July 11,
2001.  All amounts due to CIT were repaid on August 13, 2001.  No new  financing
has been secured.

In October,  2002  Teamasia  refused to further  extend  repayment  date for the
convertible debenture.  As a result the Company is in default. The company is in
negotiation with Teamasia to agree on a mutually  acceptable  repayment plan for
the loan. Also company is in negotiations with several financial institutions to
arrange  financing for the Company to provide operating  expenses  including the
repayment of convertible debentures.

Item 3. Reports on Form 8-K.

      |_|   The  Company  filed a report  on Form  8-K on  November  3,  2001 in
            connection with a change in control of the Company

      |_|   The Company filed a report on Form 8-K on May 15, 2001 in connection
            with a change in control of the Company

      |_|   The  Company  filed  a  report  on  Form  8-K on  June  12,  2002 in
            connection with a change in control of the Company

Item 4. Controls and Procedures

(a)  Based  on  their  evaluation  of our  disclosure  controls  and  procedures
conducted  within 90 days of the date of filing  this  report on Form 10-Q,  our
Chief  Executive  Officer and Chief  Financial  Officer have  concluded that our
disclosure  controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934) are effective.

(b) There have been no significant  changes  (including  corrective actions with
regard to  significant  deficiencies  or material  weaknesses)  in our  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in paragraph (a) above.

Limitations on the Effectiveness of Controls

         The  company's  management,  including the CEO and CFO, does not expect
that our  Disclosure  Controls or our Internal  Controls will prevent all errors
and all fraud. A control system, no matter how well conceived and operated,  can
provide only  reasonable,  not absolute,  assurance  that the  objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the control.  The design of any system of controls  also is based in
part upon certain  assumptions about the likelihood of future events,  and there
can be no assurance  that any design will succeed in achieving  its stated goals
under all potential future conditions;  over time, control may become inadequate
because of changes in conditions,  or the degree of compliance with the policies
or  procedures  may  deteriorate.  Because  of  the  inherent  limitations  in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

                                       19
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: November 15, 2002.                        IMP Inc.
                                                Registrant

                                                By: /s/ Subbarao Pinamaneni
                                                    -----------------------
                                                    Name: Subbarao Pinamaneni
                                                    Title: Chairman of the Board

                                       20
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report on Form 10-Q of IMP Inc. for the period
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date  hereof (the  "Report"),  I,  Subbarao  Pinamaneni,  CEO and  Chairman,
certify,  pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         IMP Inc.


                   By: /s/ Subba Rao Pinnamaneni
                   --------------------------------------------
                   Name: Subbarao Pinamaneni
                         Chairman of the Board and Chief Executive Officer

                                       21
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report on Form 10-Q of IMP Inc. for the period
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"),  I, Tarsaim Lal Batra,  Chief Financial Officer,
certify,  pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully  complies  with the  requirements  of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         IMP Inc.


                   By: /s/ Tarsaim Lal Batra
                   --------------------------------------------
                   Name: Tarsaim Lal Batra
                         Chief Financial Officer

                                       22
<PAGE>

                         SARBANES-OXLEY SECTION 302 (a)
                                 CERTIFICATIONS

I, Subba Rao Pinnamaneni, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IMP, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) All significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 15, 2002


                            /s/ Subba Rao Pinnamaneni
                           ---------------------------
                           Name: Subba Rao Pinnamaneni

                Chairman of the Board and Chief Executive Officer

                                       23
<PAGE>

                           CERTIFICATIONS (continued)

I, Tarsaim Lal Batra, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IMP, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) All significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 15, 2002

                              /s/ Tarsaim Lal Batra
                             -----------------------
                             Name: Tarsaim Lal Batra

                             Chief Financial Officer

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