Exhibit 10.12


We are pleased that you are interested in joining our
team at Agilent Technologies in the Semiconductor Test Systems (STS) business
that will be spinning off within the next year (NewCo).  This letter is our offer of employment for
the position of Vice President, General Counsel and Secretary at NewCo,
initially reporting directly to me.  Upon
hiring a President and CEO for NewCo, you will begin reporting to that
individual. Your base salary will be $250,000.00 per year and you will be a
participant in a variable pay program at the beginning of the next fiscal
quarter. If your start date is on or before February 1, 2006, you will be
a participant in the variable pay program beginning February 1, 2006.  Your variable pay target bonus opportunity
will be 40% and broken out as follows: 
(1) 15% target bonus opportunity tied to NewCo business
performance; (2) 25% target bonus opportunity based upon NewCo IPO
milestones to be determined.


In addition, you will be eligible to receive an annual
long term incentive equity grant.  We are
pleased to offer you an initial equity grant equivalent to $463,000.00 in
value. This grant of NewCo equity will be priced and effective at the time of
the Initial Public Offering and will be distributed as non-qualified stock
options (75%) and a restricted stock grant (25%).  This equity grant will vest 25% per year on
an annual basis. The terms and conditions of your grant will be governed by the
NewCo stock plan and subject to the:NewCo Board of Directors’ approval. Future
annual grants will be based on performance and competitive market practice.


Should you join Agilent Technologies/NewCo, you will
have the opportunity to enter into a Severance Agreement upon the commencement
of your employment.  The Severance
Agreement provides a payment of one year’s base salary plus targeted annual
bonus should either of the following occur: 
(1) upon hire of the NewCo President and CEO, it is determined that
the working relationship is incompatible and you are terminated without cause;
or (2) the target IPO of NewCo does not take place as planned.  In addition, in the case of a change of
control, the Severance Agreement provides a payment of one year’s base salary
plus targeted annual bonus and all unvested stock options and restricted stock
will accelerate.  A detailed description
of the terms and conditions of the severance agreement will be provided to you
upon acceptance of this offer.


You will also be eligible for 20 days of Flexible Time
Off (FTO), effective your first year of employment, and other Agilent
Technologies,/NewCo Benefits.  A few key
Agilent Technologies/NewCo benefits are stock purchase plan, 401K plan, medical
and dental plans.


Please
note that this offer is contingent upon:


1.                                       Completion
and return of Employment Acceptance form


2.                                       Completion
and return of Agreement Regarding Confidential Information and Proprietary
Developments











3.                                       Completion
of a background and reference check
(http://www.sterlingtesting.com/ad/agilent/bg)

Because we are committed to providing a safe and productive work environment,
if you accept my employment offer you will be required to successfully complete
a background and reference check which includes verification of such things as
prior employment and education and criminal conviction history.  An Agilent Technologies representative will
contact you to assist with the background check.


Enclosed with this letter is a current copy of our
Standards of Business Conduct. Adherence to these policies, including
subsequent changes, is required of all employees.  Also enclosed for your signature are
(1) Agilent Technologies’ Agreement Regarding Confidential Information and
Proprietary Development and (2) the Employment Acceptance Form.  You may notify me by phone of your intention
to accept this offer; however, for such acceptance  to be valid, these forms must be signed and
returned to me.


Ken, I am excited about the prospect of your joining
Agilent Technologies/NewCo.  If you have
any questions, please call me at (650) 752-5070.