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Exhibit 10.8 EXCLUSIVE REPRESENTATIVE AGREEMENT This Representative Agreement (Agreement) is made by and between Therma-Wave,
Inc.,with its principle place of business at 1250 Reliance Way, Sunnyvale California 94539 USA, a
Delaware corporation, (Supplier) and Hermes-Epitek Corporation,with its principle place of
business at No. 18, Creation Road 1, Science Park Hsin-Chu, 300 Taiwan, R.O.C. a corporation of the
Republic of China (Representative) with an effective date as of April 19, 2005 (Effective
Date). RECITALS WHEREAS, Supplier manufactures and sells or licenses certain hardware and software products
primarily for use by the semiconductor industry; and WHEREAS, Representative markets products to the semiconductor industry; and WHEREAS, Representative now desires to have the exclusive right to market and support as
applicable the Products, as defined below, on the terms and subject to the conditions set forth in
this Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereto
agree as follows: DEFINITIONS Customer shall mean a party solicited by Representative who places an order for, and is a buyer
of, the Products, other than Representative, physically located within the Territory as hereinafter
defined. Order Acknowledgement Form shall mean a document provided and signed by Supplier evidencing
a binding order for the goods or services described therein. Net Invoice Amount shall mean the amount paid by Customer to Supplier for Products, net of any
freight, sales tax, value added tax, duties or like charges and any discounts, rebates, allowances,
adjustments, or cancellations, Products shall mean the subset of Suppliers product line in respect of which Representative
is authorized to serve as a marketing representative. A current list of Products is attached hereto
as Attachment 1. The list is subject to revision in the sole discretion of Supplier. SLA shall mean Suppliers then current applicable software license agreement. A copy of
Representatives current SLA is attached hereto as Attachment 2. Territory shall mean the country or region as set forth in Attachment 3. Page 1




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TERMS AND CONDITIONS 1. APPOINTMENT OF EXCLUSIVE REPRESENTATIVE; TERRITORY Subject to the terms of this Agreement, Supplier hereby appoints and Representative hereby accepts
appointment as an exclusive Representative of the Products and, where applicable, related support
services within the Territory to the Customers. 2. RESPONSIBILITIES OF REPRESENTATIVE RESPONSIBILITIES APPLY TO ALL ACTIVITIES: The responsibilities in this Section 2 shall apply to
all of Representatives activities with respect to the Products. DEGREE OF CARE - Representative shall represent Suppliers interests with the same degree of care
with which it handles its own interests and use its best efforts to market and support the
Products within the Territory. PROMOTION - Representative shall promote the Products within the Territory to the best of its
abilities, making suitable use of sales literature, catalogues and related materials as provided
by Supplier. Notwithstanding the above, Representative shall not issue any press releases without
the written prior authorization of Supplier. EXPENSES - All expenses and costs incurred by Representative in connection with the marketing or
support of the Products including local public relations, advertising and similar costs, shall be
borne by Representative. ADEQUATE FACILITIES - Representative shall maintain properly equipped, professional office space
in the Territory to market and support the Products. Representative shall employ, qualified
personnel in order to ensure an effective sales effort and the ability to fulfill Representatives
obligations under this Agreement. TRAINING/DEMONSTRATION UNITS - At Suppliers discretion, Representative will be provided
demonstration Product(s) for no additional fee and Supplier shall retain title and ownership of
such Products. Representative may use such demonstration Products solely for Representatives
employee Product support training and for Customer demonstrations. Furthermore, Representative
agrees to maintain such systems in the Representatives clean room environment (exceeding the
requirements of Clean 100) and shall add Supplier as an additional named insured only to the
extent of liability for loss or damage to demonstration Product(s). NO REPRESENTATIONS - Representative will not make any promises, warranties or guarantees
concerning the Products but rather will at all times refer Customers to the product documentation,
specifications and marketing materials provided by Supplier. ORDERS -  Supplier shall have no obligation to enter into a contract with any Customer that does
not agree to terms and conditions acceptable to Supplier. Page 2




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INTERNET ACCESS - Representative will maintain a high-speed internet connection at its own expense
to facilitate communication with Customers and Supplier. ACTIVITIES OUTSIDE TERRITORY - Representative agrees that it will not directly or indirectly
advertise or market or otherwise actively solicit orders for Products from prospective customers
located outside the Territory. No commissions will be paid on sales to customers located outside
the Territory. REPORTS - Representative shall use its best efforts to provide Supplier with regular reports of
its marketing and promotion activities with respect to the Products. Such reports shall be
submitted to Supplier at least quarterly and shall address, among other issues: a) current status
of market and competition; b) business standing of major Customers including point of sales
information by Product type; c) sales forecasts; d) effectiveness and results of promotional
activities and attendance at trade fairs and exhibitions; and e) accounts update, (including sales
objectives, strategic plan and tactical implementation). PROVISION OF SUPPORT SERVICES
- Representative hereby agrees to provide Customers with technical
support services as necessary for efficient initial installation and for First Line Support of the
Products as more fully set out in Attachment 4. NO CONFLICTING OBLIGATIONS  Representative represents and warrants to Supplier that
Representative is free to enter into this Agreement and is not under any contractual or other
obligation, whether written or otherwise, to any other Party that would be breached by or
otherwise prevent Representatives performance of its obligations under, or compliance with, any
or all of the terms and conditions of this Agreement. BUSINESS STANDARDS - As a representative of Supplier, Representative shall conduct its business to
the highest ethical and business standards and shall not, by word or deed, imply or express any
false, misleading or disparaging statements about Supplier or its Products. It is understood that
any such actions shall be cause for immediate termination of this Agreement. CUSTOMER CREDIT - When requested, Representative shall use all reasonable efforts
to secure for Supplier information pertaining to the financial or credit responsibility of a
Customer, and shall aid in the collection of accounts and in the adjustment of any claims that may
arise for damages or defects in connection with Products sold in the Territory. 3. RESPONSIBILITIES OF SUPPLIER MARKETING MATERIALS - Supplier shall provide Representative with a reasonable amount of literature
required for the conduct of its business (sales literature, price lists, business terms, etc.)
Translations of marketing materials will be made by Supplier on terms to be agreed, taking into
account the effort required for translation and the likely benefits to be gained thereby. Page 3




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SPECIFICATIONS - Supplier shall provide Representative with specifications, price lists and
similar information concerning the Products to assist Representative in fulfilling its obligations
under this Agreement. Supplier may change such specifications at any time. TRAINING  Supplier shall provide Representative with opportunities to attend training and
qualification sessions held by Supplier. Representative shall be responsible for the cost of any
travel and lodging. The cost of the training itself shall be borne by Supplier in those instances
where Representative attends regularly scheduled courses, but shall otherwise be borne by
Representative. Such training must be completed prior to the providing of any Support Services by
Representative to Customers. 4. SALES BETWEEN SUPPLIER AND CUSTOMER CUSTOMER SALES - Supplier will pay Representative a commission on the sale of Products to
Customers in the Territory made pursuant to this Agreement. Such commission shall be payable on
the Net Invoice Amount of a sale to the Customer provided that: (i) the Products are to be
installed in the Territory; and (ii) the sales process or purchase decision was directly
influenced by Representative and evidenced by the Customer executing an Acceptance Certificate
(Attachment 6). Representative shall be paid commissions in accordance with the
commission schedule in effect at the time of shipment of Products. A table of the current
commission schedule is set forth in Attachment 1. PRICE AND CUSTOMER PAYMENT TERMS  The Customer shall issue a purchase order The purchase order
shall be issued directly to Supplier at Suppliers then applicable list price, or at some
negotiated price as determined by Supplier. Supplier will determine final price and method of
payment. PAYMENT OF COMMISSIONS: Supplier will pay commissions owed to Representative in two installments:
1) upon shipment to the Customer; and 2) upon receipt of a fully executed Final Acceptance
Certificate (Attachment 6). Such installments will be proportional to the percentage of payment
received by Suppler from the Customer. In any event, payment shall be made to Representative no
later than [***] after [***] from a Customer. The
commissions defined herein shall be Representatives total and complete compensation in connection
with a Customer purchase. Commissions shall not be paid on any taxes, packing, shipping, interest
or other invoice charges other than the Net Invoice Amount for Products as established by
Supplier. No Commission will be earned on orders for Product rejected or returned by Customers,
or for delivery outside of the Territory. All payments shall be in U.S. Dollars. In the event
the negotiated Customer price is below the Suppliers target list price for the Territory, the
commission will be adjusted as set forth in Attachment 1 . TERMS AND CONDITIONS  - All Customer purchases shall be subject to the terms and conditions stated
herein, in Suppliers then current Sales Order Acknowledgement form and in Suppliers then current
SLA. Shipping terms are Ex-Works, Fremont, California (IncoTerms 2001), Suppliers manufacturing
facility. Customer shall have the right to select the carrier of its choice and will be the
principle party in interest.    Page 4




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5. TERM AND TERMINATION OF CONTRACT TERM -This contract becomes effective as of the Effective Date and shall remain in force for an
initial term of twenty-four (24) months. Unless otherwise terminated in accordance with this
Section 5 with [***] notice by either Party at the end of the initial or any subsequent
term, this agreement shall automatically renew on the second anniversary of the Effective Date and
annually thereafter for successive [***] terms. This contract may also be cancelled:
(i) by either Party if the other Party materially or repeatedly breaches its obligations, provided
that the breaching Party is given written notice detailing the nature of such breach and such
breach is not cured within thirty (30) days following such notice; (ii) by either Party, if the
other Party is insolvent or is the subject of bankruptcy or similar proceedings. COMMISSIONS AFTER TERMINATION- Commissions due on sales generated by Representative and evidenced
by the Customer executed Acceptance Certificate (Attachment 5) prior to the effective
termination date, or within [***] after notice of termination or non-renewal, shall be
paid in accordance with Section 4 of this Agreement (PAYMENT OF COMMISSIONS) provided that
termination is not for Representatives breach. The final commission statement and payment to
Representative shall be withheld for a period of [***] from the
effective date of termination to offset commissions already paid on returned goods and credit
memoranda. Any unused balance shall be paid to Representative at the
end of the [***] period. Following the above stated [***] period, no commission shall
be due and payable to Representative. RETURN OF MATERIALS - Upon termination of this Agreement, Representative shall return to Supplier
all material such as sales literature documents, pricelists, catalogues, etc. as well as any
technical and service documentation provided to it by Supplier. Representative shall cease to use
the name and trade marks of Supplier and discontinue any promotion of the Products upon
termination of this contract. NO LIABILITY FOR TERMINATION - Except as expressly provided above under the paragraph entitled
Commissions After Termination, termination of this Agreement in accordance with its terms shall
provide no legal basis for any claim to compensation. To the greatest extent possible,
Representative waives any right to damages or to severance, termination or similar benefits that
may be provided by local law in connection with the termination of this agreement. To the extent
local law invalidates such waiver, Representative agrees that the amount of [***] paid by Supplier to Representative shall serve as complete and adequate
compensation in connection with the termination of this agreement for any reason. 6. COMPETITIVE PRODUCTS  Representative represents that, as of the Effective Date, Representative
does not market, distribute, sell or act as a sales or marketing representative for any products
within the Territory that compete with any Product, and Representative agrees that during the Term
of this Agreement, including any extension or renewal thereof, Representative shall not market,
distribute, sell or act as a sales or marketing representative for any products    Page 5




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within the Territory that compete with any Product without the express prior written consent of
Supplier. 7. LIMITATION OF LIABILITY IN NO EVENT SHALL SUPPLIER BE LIABLE TO REPRESENTATIVE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. THE TOTAL LIABILITY OF EITHER SUPPLIER OR REPRESENTATIVE ARISING OUT OF, OR IN CONNECTION WITH,
THIS AGREEMENT WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED
[***]. 8. INDEMNITY Subject to the Limitations in Section 7, Supplier and Representative (either a Party) each
agrees to protect, defend, indemnify and hold the other harmless from and against any and all
third party claims, liabilities, demands, penalties, forfeitures, suits, judgments and any
associated costs and expenses (including reasonable attorneys fees), which the indemnified Party
may hereafter incur, become responsible for or pay out as a result of the other Partys breach of
any term or provision of this Agreement, or any negligent or willful acts, and any errors or
omissions by its employees, officers, agents, representatives or sub-contractors. 9. ADDITIONAL RESPONSIBILITIES COOPERATION WITH SUPPLIERS SALES PERSONNEL: Representative will work in cooperation with
Suppliers Sales personnel responsible for the Territory and/or a specific Customer.
Representative will regularly update the appropriate Supplier Sales Manager concerning its
Customer visits, general status of the Customers, and any other issues related to the sale of
Products. USE OF TRADEMARKS: In connection with the marketing and advertising of the Products,
Representative may use or make reference to trademarks, trade names and service marks owned by
Supplier (the Marks) only as directed by Supplier. Representative shall be permitted to use its
own trademarks, trade names and services marks (the Representative Marks); provided that
Representative Marks shall not appear larger or more prominently on advertisements or promotions
for the Products than the Marks. Representative shall not alter or remove the Marks from the
Products. Representatives use of the Marks hereunder shall be subject to such additional
requirements as Supplier believes are appropriate to protect the Marks and Suppliers ownership
rights therein. Representative agrees that the use of the Marks on packages, literature,
advertising and other marketing materials will be of high quality and that Supplier shall have the
right to monitor and control such use. Representative will furnish Supplier with all materials on
which Representative plans to use the Marks prior to such use, and Supplier will have the right to
refuse any use of the Marks by Representative. Representative shall take all steps reasonably
requested by Supplier to secure for Supplier any proprietary rights in connection with the
Products or the Marks, and to cooperate with Supplier to protect and defend Supplier rights
therein. Representative hereby does and shall at all times acknowledge Suppliers exclusive
right, title and interest in and to the Marks and    Page 6




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shall not in any manner represent that it has any ownership interest therein nor will it adopt or
use any trademarks, trade names or service marks confusingly similar thereto. Representative
shall not at any time do or permit any act to be done which may in any way impair the rights of
Supplier in the Marks. Representative shall not use any of the Marks on or in connection with any
goods or services other than the Products INTERNET: Representative shall follow Suppliers instructions with respect to each of the
following: (i) use of any information about Supplier or the Products available on the Internet;
(ii) linking of any site on the Internet to any site on the Internet established, operated or
sponsored by Supplier; and (iii) use of any of the Marks on any site on the Internet.
Representative acknowledges that it shall cease the activities described in (i), (ii) and/or (iii)
above, if so instructed by Supplier. In no event shall Representative establish, operate, sponsor
or contribute content to any site on the Internet that incorporates the word Therma-Wave, or any
word confusingly similar thereto, as its URL address or any part of such address. 10. PROPRIETARY INFORMATION; NON-DISCLOSURE Representative and Supplier will execute a Non Disclosure Agreement (NDA) in the form attached
hereto as Attachment 5, the terms of which NDA shall be deemed incorporated herein by this
reference. 11. GENERAL CLAUSES ASSIGNMENT: Neither this Agreement nor any rights or obligations may be assigned or transferred by
Representative without the express prior written consent of Supplier. This Agreement and any of
Suppliers rights and obligations hereunder may be assigned by Supplier, upon written notice to
Representative. NO POACHING CLAUSE: Supplier and Representative agree with each other that they will not at any
time during the course of this Agreement or in the [***] following the termination of the
Agreement whether for cause or otherwise, employ, directly or indirectly, any person who is a
director or employee of the other Party without the prior written approval of said other Party.
This provision shall not restrict the right of either party to solicit or recruit generally in the
media, and shall not prohibit either party from hiring an employee of the other who answers any
advertisement or who otherwise voluntarily applies for hire without having been initially
personally solicited or recruited by the hiring party. RELATIONSHIP OF PARTIES: Supplier and Representative agree that Representative shall operate as an
independent contractor and is not an agent, employee or franchisee of Supplier. Representative
has no express or implied authorization to incur any obligation, or in any manner otherwise make
any commitments, on behalf of Supplier. Representative shall employ its own personnel and shall
be responsible for them and for their acts and in no way shall Supplier be liable to
Representative, its employees or third parties for any losses, injuries, damages or the like
occasioned by reason of Representatives activities in connection with this Agreement, except as
expressly provided herein.    Page 7




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GOVERNING LAW: This Agreement shall be governed in accordance with the laws of the State of
California; excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on
Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period
in the International Sale of Goods (the 1974 Convention); and (iv) the Protocol amending the
1974 Convention, done at Vienna April 11, 1980. Representative undertakes to comply
with all applicable US laws and regulations, including without limiting the generality of the
foregoing, the Foreign Corrupt Practices Act, as amended. GOVERNMENT APPROVALS: It is the responsibility of the Representative to obtain, at its own
expense, any government consents, authorizations, approvals, filings, permits or licenses required
for it or Supplier to exercise its rights and to discharge its obligations under this Agreement. EXPORT CONTROLS: Representative hereby acknowledges that the Products and the technology
applicable thereto or direct products thereof (Products and Technology), supplied by Supplier
under this Agreement are subject to export controls under the laws and regulations of the United
States (U.S.). Representative shall comply with such laws and regulations governing use, export,
re-export, and transfer of Supplier Products and will obtain all required U.S. and local
authorizations, permits or licenses. Supplier and Representative each agree to provide to the
other such information and assistance as may reasonably be required by the other in connection
with securing such authorizations or licenses, and to take timely action to obtain all required
support documentation. LOCAL LAWS: Representative shall comply with all local laws and regulations and will notify
Supplier of any alleged violation of competition laws or regulations relating to Supplier or any
infringement of Suppliers intellectual property rights that come to its knowledge.
Representative shall assist Supplier in terminating such infringement within the Territory. NOTICES: All notices, requests, demands, and other communications under this Agreement shall be in
writing and shall be delivered in person or sent for overnight delivery by a private, reputable
international courier (such as FedEx, DHL, or UPS) with tracking capability. Notices sent by such
courier shall be deemed received two business days after they have been sent unless the couriers
tracking capability demonstrates otherwise. Notices shall be sent to the addresses below: If to Supplier: Therma-Wave, Inc. 1250 Reliance Way, Fremont, CA. 94539 USA If to Representative:Hermes-Epitek Corporation No. 18, Creation Road, 1, Science Park, Hsin-Chu,
300, Taiwan, R.O.C. ENTIRE AGREEMENT: This Agreement together with Attachments 1 through 6 constitutes the
sole and entire agreement between the parties relating to the subject matter herein and supersedes
any and all prior agreements and understandings between the parties relating to the subject matter
hereof. ORDER OF PRECEDENCE: In the event of a conflict or inconsistency between the terms and conditions
of this Agreement and the provisions of the Suppliers SLA or Sales Order Acknowledgment Form, the
following order of precedence shall govern: (a) the terms of the Sales Order Acknowledgement Form
as accepted by Supplier; (b) the terms of the relevant Page 8




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SLA; (c) the terms in the body of this Agreement; (d) the terms of any Attachment to this
Agreement. AMENDMENTS: No change in, addition to, or waiver of, any of the terms and provisions hereof shall
be binding upon either Party unless approved by said Party in writing. NO WAIVER: The failure by a Party to exercise or enforce any of the terms and conditions of this
Agreement shall not constitute or be deemed a waiver of that Partys rights thereafter to enforce
each and every term and condition of this Agreement. SEVERABILITY: Should any one or more of the provisions of this Agreement be held invalid, illegal
or unenforceable, no other provision of this Agreement shall be affected thereby. ARBITRATION: All disputes arising out of or relating to this Agreement shall be finally resolved
by arbitration conducted in the English language in San Francisco, California, U.S.A. under the
commercial arbitration rules of the American Arbitration Association. Each Party shall appoint an
arbitrator and the two arbitrators so appointed shall jointly appoint a third arbitrator within 30
days; provided, however, that if they cannot agree (or if one Party refuses to appoint an
arbitrator), then this third arbitrator shall be appointed by the President of the American
Arbitration Association. Both parties shall bear equally the cost of the arbitration. All
decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any
court of competent jurisdiction. Notwithstanding this, application may be made to any court for a
judicial acceptance of the award or order of enforcement. Notwithstanding anything contained in
this Section to the contrary, Supplier shall have the right to institute judicial proceedings
against Representative or anyone acting by, through or under Representative, in order to enforce
Suppliers rights hereunder through reformation of contract, specific performance, injunction or
similar equitable relief. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. HEADINGS: Headings in this Agreement are for reference purposes only, and shall not be used to
interpret or construe this Agreement. LANGUAGE OF THE AGREEMENT  The Parties agree that the language of this Agreement shall be English
and hereby waive and agree that this Agreement shall be valid and enforceable notwithstanding any
requirement that it be written in or translated into any language other than English. Page 9




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IN WITNESS WHEREOF, each of the parties signed this Agreement on the date first set fourth above. Therma-Wave, Inc.
    
    Hermes-Epitek CorporationBy:
    
    /s/ Boris Lipkin
    
    By:
    
    /s/ Chin-yung ShuName:
    
    Boris Lipkin
    
    Name:
    
    Chin-yung ShuTitle:
    
    President & CEO
    
    Title:
    
    President & COODate:
    
    April 19, 2005
    
    Date:
    
    April 19, 2005
 Page 10




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Attachment 1
Supplier Product List The following TWI products intended for use by semiconductor manufacturers and semiconductor
equipment manufacturers: Therma-Probe product line: models TP-500XP, TP-500iXP, TP-630XP, TP-XP upgrades and other
Therma-Probe systems, which are added in the future. Opti-Probe product line: models OP-3290, OP-3290i, OP-3290DUV, OP-3290DUVi, OP-52xx, OP-52xxi,
OP-7341c, OP-7341i, OP-7341p, XP versions of those products and XP Upgrades and other Opti-Probe
systems and models and features such as desorber, WBWS, which are added in the future. Opti-Probe Critical Dimension product line: on models OP-7341c, OP-7341i, OP-7341p and CD
upgrades.  **Commission Schedule
 [***]    Page 11




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Attachment 2
Supplier Software License AgreementTHERMA-WAVE, INC. OPTI-PROBE RT/CD SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE
AGREEMENT (Agreement) is made and entered into as of this
19th day of
April, 2005 (Effective Date) by and between Therma-Wave, Inc., a Delaware corporation with its
principal place of business at 1250 Reliance Way, Fremont, California 94539 USA (Therma-Wave),
and and Hermes-Epitek Corporation, a corporation of the Republic of China with its principle place
of business at No. 18, Creation Road 1, Science Park Hsin-Chu, 300 Taiwan, R.O.C. (Licensee). RECITALS WHEREAS, Licensee has purchased from Therma-Wave the Therma-Wave Equipment; and WHEREAS, Licensee desires to acquire from Therma-Wave, and Therma-Wave is willing to grant to
Licensee, the right to use the Licensed Software (as defined below) in connection with such
Equipment on the terms set forth herein. NOW, THEREFORE, in consideration of, and conditioned on, the covenants stated herein, and for other
good and valuable consideration, the receipt and sufficiency of which Therma-Wave and Licensee
hereby acknowledge, Therma-Wave and Licensee hereby agree as follows:
AGREEMENT  Definitions. As used in this Agreement, the following capitalized terms will have the
following meanings:Authorized Location means any of Licensees facilities at which the Therma-Wave Equipment is
located.Confidential Information means all non-public information that Therma-Wave designates at the
time of disclosure as being confidential, or if disclosed orally or visually is identified as such
prior to disclosure and summarized, in writing, by Therma-Wave to Licensee within thirty (30)
days, or which, under the circumstances surrounding disclosure, Licensee knows or has reason to
know should be treated as confidential without the need to be marked as confidential, including,
without limitation, the terms and conditions of this Agreement, the Licensed Software and the
Documentation.Documentation means any and all user manuals and documentation of the Licensed Software in hard
copy and electronic format, including without limitation, training manuals, as amended from time
to time by Therma-Wave.Intellectual Property Rights means copyright rights (including, without limitation, the right to
use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work),
patent rights (including, without limitation, the right to exclude others from making, using and
selling), trade secrets, moral rights, rights of publicity, authors rights, contract and
licensing rights, goodwill and all other intellectual property rights as may exist now and/or
hereafter come into existence and all renewals and extensions thereof, regardless of whether such
rights arise under the laws of the United States or any other state, country or jurisdiction.Licensed Software means Therma-Waves proprietary real-time optical critical dimension software
embedded in and/or bundled with the Therma-Wave Equipment.Therma-Wave Equipment means the Therma-Wave equipment purchased by Licensee. Page 12




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License Grants.Software License Grant. Subject to the terms and conditions of this Agreement,
Therma-Wave hereby grants to Licensee a royalty-free, personal, nonexclusive and nontransferable
license under Therma-Waves Intellectual Property Rights in the Licensed Software to use the
object code version of the Licensed Software solely as embedded in and/or bundled with the
Therma-Wave Equipment and solely as installed at an Authorized Location for Licensees internal
business purposes.Documentation, License Grant. Subject to the terms and conditions of this Agreement,
Therma-Wave hereby grants to Licensee a personal, non-exclusive and non-transferable license to
use the Documentation solely internally in connection with Licensees authorized use of the
Licensed Software. Internal use shall be deemed to include repair and or service of the
Therma-Wave Equipment by an authorized representative of Therma-Wave, Inc.License Restrictions. Licensee agrees not to attempt to modify, reverse assemble, create
derivative versions of, copy, reproduce, reverse engineer, reverse compile, translate or otherwise
attempt to discover or disclose the source code of the Licensed Software or the Documentation, or
any complete or partial copy thereof. Licensee may not rent, lease, grant sublicenses or
otherwise transfer the Licensed Software and/or the Documentation or any other rights therein,
without Therma-Waves prior written consent. Licensee shall not remove any proprietary notices,
labels or marks which may be incorporated in, marked on or affixed to the Licensed Software and/or
the Documentation. In no event shall Licensee market or distribute the Licensed Software as a
stand alone Product.Delivery and Acceptance.Delivery. Concurrently with or promptly following delivery of the Therma-Wave Equipment
to Licensee, Therma-Wave shall deliver to Licensee the object code version of the Licensed
Software, as embedded in and/or bundled with such Therma-Wave Equipment, and one copy of the
Documentation.Ownership. The Licensed Software and the Documentation are licensed, not sold, to
Licensee under this Agreement. As between Therma-Wave and Licensee, Therma-Wave shall retain all
right, title and interest in and to the Licensed Software and the Documentation, and all
Intellectual Property Rights therein, except as expressly licensed to Licensee in this Agreement.Confidentiality.Confidentiality Obligations. Licensee shall, at all times, both during the term of this
Agreement and at all times thereafter, keep in confidence and trust all of the Confidential
Information received by it. Licensee shall not use the Confidential Information other than as
necessary to perform its obligations or exercise its rights under this Agreement. Licensee shall
take all reasonable steps to prevent unauthorized disclosure or use of the Confidential
Information and to prevent it from falling into the public domain or into the possession of
unauthorized persons. Licensee shall not disclose the Confidential Information to any person or
entity other than its officers, employees and consultants who need access to such Confidential
Information in order to effect the intent of this Agreement and who have entered into written
confidentiality agreements with Licensee which protects the Confidential Information with terms
and conditions at least as protective of Therma-Wave as the terms and conditions of this
Agreement.Exceptions. The obligations set forth above shall not apply to the extent that
Confidential Information includes information which: (i) is or, through no act or failure to act
of Licensee, becomes publicly known; or (ii) is approved for release by prior written
authorization of Page 13




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Therma-Wave. A disclosure of Confidential Information: (i) in response to a valid order by a
court or other governmental body; or (ii) as otherwise required by law, shall not be considered to
be a breach of this Agreement or a waiver of confidentiality for other purposes; provided,
however, that Licensee shall provide prompt written notice thereof to Therma-Wave to enable
Therma-Wave to seek a protective order or otherwise prevent such disclosure.Warranty and Disclaimer.Limited Warranty. Therma-Wave warrants that the Licensed Software will substantially
conform to the Documentation during the twelve (12) month period following the date of shipment
(Warranty Period). Therma-Waves sole and exclusive obligation under this warranty shall be, at
Therma-Waves option, to: (i) use commercially reasonable efforts to supply Licensee with a
workaround for such error; or (ii) use commercially reasonable efforts to correct such error and
integrate such correction into Therma-Waves next generally available release of the Licensed
Software. To be covered by this limited warranty, such errors must be: (i) reported by Licensee
during the Warranty Period; and (ii) reproducible by Therma-Wave. Therma-Wave does not warrant
that: (1) operation of the Licensed Software shall be uninterrupted or error-free; or (2) the
functions contained in the Licensed Software shall meet Licensees requirements. Therma-Wave
shall not be obligated hereunder to provide any upgrades, updates or new versions of the Licensed
Software except as expressly set forth in above or this Section.Warranty Exceptions. The warranty set forth above shall not apply to any defects or
problems caused in whole or in part by: (i) any defect in any portion of any Licensee or third
party hardware or equipment; (ii) the failure of any portion of any Licensee or third party
hardware or equipment to function in accordance with applicable manufacturers specifications;
(iii) any modification or enhancement made to the Licensed Software by Licensee or any third
person or entity other than Therma-Wave; (iv) any software program, hardware (other than the
Therma-Wave Equipment), firmware, peripheral or communications device used in connection with the
Licensed Software; (v) the failure of Licensee or any third person or entity to follow the most
current instructions provided by Therma-Wave from time to time with respect to proper use of the
Licensed Software; or (vi) the negligence of Licensee or any other third party or entity. If
Therma-Wave determines that any warranty claim reported by Licensee falls within any of the
foregoing exceptions, Licensee shall pay Therma-Wave for efforts expended at the hourly rates then
in effect.Disclaimer. EXCEPT AT EXPRESSLY SET FORTH IN THIS AGREEMENT, THERMA-WAVE HEREBY DISCLAIMS
AND EXCLUDES ALL WARRANTIES TO LICENSEE, EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A
PARTICULAR PURPOSE.Therma-Wave Indemnification.Indemnification. Subject to the terms and conditions of this Agreement, Therma-Wave shall
indemnify, defend and hold harmless Licensee against any third party claim alleging that the
Licensed Software infringes any U.S. patent issued as of the Effective Date. Therma-Waves
obligations are contingent upon: (i) Licensee giving prompt written notice to Therma-Wave of any
such claim; (ii) Licensee allowing Therma-Wave to control the defense and related settlement
negotiations of such claim; and (iii) Licensee fully assisting, at Therma-Waves expense, in the
defense and settlement of such claim. To fulfill its obligations hereunder, Therma-Wave may
alternatively, at its option: (i) replace or modify the Licensed Software with software which is
functionally equivalent and non-infringing; (ii) obtain a license for Licensee to continue the use
and distribution of the Licensed Software; or (iii) accept the return of the Page 14




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Licensed Software held by Licensee and return the fee paid by Licensee for the Licensed Software.
THE FOREGOING REMEDIES ARE LICENSEES SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS OF INFRINGEMENT
OF THIRD PARTY RIGHTS BY LICENSEES USE OF THE LICENSED SOFTWARE.Limitations. Therma-Wave shall have no obligation for any claims which result from: (i)
Licensees use of the Licensed Software in a combination which violates the rights of third
parties or in a combination with materials or products not supplied by Therma-Wave; or (ii) the
modification or attempted modification of the Licensed Software by parties other than Therma-Wave
or the use or distribution of such modified Licensed Software.Limitation of Liability.Indirect and Consequential Damages. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER OR
TO ANY OTHER THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY
WAY OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, UNDER ANY CAUSE OF ACTION OR THEORY
OF LIABILITY, AND IRRESPECTIVE OF WHETHER SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH
DAMAGES.Direct Damages. IN NO EVENT WILL EITHER PARTYS TOTAL LIABILITY FOR ANY CLAIMS OR CAUSES
OF ACTION ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, UNDER ANY CAUSE OF
ACTION OR THEORY OF LIABILITY, EXCEED FIFTY THOUSAND US DOLLARS ($50,000 US).Failure of Essential Purpose. THE LIMITATIONS SET FORTH ABOVE SHALL APPLY NOTWITHSTANDING
THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.Assignability. This Agreement and the rights to use the Licensed Software granted hereby
are not assignable or transferable, in whole or in part, by Licensee, whether voluntarily,
involuntarily, by merger, operation of law or otherwise, without Therma-Waves prior written
consent. The parties agree that any permitted assignment shall be subject to Licensee and the
third party assignee executing a written agreement obligating such third party assignee to assume
all rights and obligations of Licensee under this Agreement.Term and Termination.Term. Unless terminated was expressly providedherein, this Agreement shall be in effect
for the term of Therma-Waves copyright in the Licensed Software, so long as Licensee, or one of
its divisions, rightfully retains possession of the Licensed Software as delivered by Therma-Wave.Termination for Breach. Therma-Wave shall be entitled to terminate this Agreement if
Licensee materially breaches any of the provisions of this Agreement and (in the case of any
material breach which is capable of remedy) fails to remedy the breach within thirty (30) days of
receipt of written notice requiring Licensee to do so. Notwithstanding the foregoing, Therma-Wave
shall be entitled to terminate this Agreement immediately upon providing written notice to
Licensee if Licensee has materially breached any provision of this Agreement.Effects of Termination. Upon any termination of this Agreement: (i) Licensee shall
immediately cease the use of all of the Licensed Software and the Documentation; and (ii) Licensee
shall return or destroy all copies of the Confidential Information in its possession Page 15




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and/or control within thirty (30) days after the effective date of such termination and certify in
writing that it has complied with its obligations hereunder.Survival. Licensees obligations hereunder shall survive any termination of this
Agreement. Under no circumstances shall Therma-Wave be obligated to return any License Fees to
Licensee upon termination of this Agreement.Governing Law; Choice of Venue. This Agreement shall be governed by, and construed in
accordance with the laws of the State of California, excluding its conflict of laws provisions.
This Agreement is deemed made and entered into in Fremont, California. The parties hereby submit
to the exclusive jurisdiction of the federal and state courts located in Alameda County,
California.Export Compliance. Licensee agrees to comply with all import, export and re-export laws,
restrictions and regulations imposed by any country with respect to the Licensed Software.General.Independent Contractors. Each of the parties shall at all times during the term of this
Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or
employee of the other.Amendments. Amendments or revisions to this Agreement must be in writing, signed by both
Therma-Waves and Licensees duly authorized representatives, traced by revision numbers and
attached to this original Agreement. The master copy of this Agreement and any revisions shall be
maintained by Therma-Wave.No Waiver. A waiver of any default hereunder or of any of the terms and conditions of
this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or
of any other term or condition, but shall apply solely to the instance to which such waiver is
directed. The exercise of any right or remedy provided in this Agreement shall be without
prejudice to the right to exercise any other right or remedy provided by law or in equity, except
as expressly limited by this Agreement.Captions. Captions in this Agreement are for the convenience of the parties only and
shall not affect the interpretation or construction of this Agreement.Severability. In the event any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be severed from the remainder of this Agreement, and such
remainder will remain in force and effect.Notices. Any notice provided for or permitted under this Agreement will be in writing and
will be treated as having been given: (i) when delivered personally; (ii) when sent by confirmed
facsimile or telecopy; (iii) one (1) business day after being sent by nationally recognized
overnight courier with written verification of receipt; or (iv) three (3) business days after
being mailed postage prepaid, by certified or registered mail, return receipt requested, to the
party to be notified, at the address first set forth above, or at such other place of which the
other party has been notified.Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but both of which together shall constitute one and the same instrument. The
parties agree that facsimile signatures of the parties shall be binding.Entire Agreement. This Agreement constitutes the entire agreement between the parties
relating to this subject matter and supersedes all prior and/or simultaneous representations,
discussions, negotiations and agreements, whether written or oral. Page 16




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IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this
Agreement. Therma-Wave: Therma-Wave, Inc.
    
    
    
    Licensee: Hermes-Epitek, CorporationBy:
    
    
    
    /s/ Boris Lipkin
    
    
    
    By:
    
    
    
    /s/ Chin-yung ShuName:
    
    Boris Lipkin
    
    
    
    Name:
    
    
    
    Chin-yung ShuTitle:
    
    President & CEO
    
    
    
    Title:
    
    
    
    President & COODate:
    
    April 19, 2005
    
    
    
    Date:
    
    
    
    April 19, 2005
 Page 17




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Attachment 3
Territory The Territory shall consist of: China, Taiwan, Malaysia, and Singapore. For the avoidance of doubt, the following are specifically excluded: Korea and Japan. Page 18




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Attachment 4
Representative First Line Support for Products Customer site Audits Shipment coordination (Representatives orders for Demonstration and Training purposes) Installation Services at Customer sites Products start-up at Customer sites Qualification testing, sign-off, and Customer acceptance certifications Warranty Support Services Post Warranty Support Services Depot part supply with minimum safety stock (amount to be mutually agreed upon between
Representative and Supplier) Logistical support for depot supply The above services shall be performed by Representative in accordance with all applicable sales,
service and support contracts with the Customer and in accordance with TWIs standard practices. Page 19




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Attachment 5
Non-Disclosure Agreement (THERMA-WAVE LOGO)  1250 Reliance Way  Fremont California 94539  Phone (510) 490-3663  Fax (510) 656-3852 Mutual Non-Disclosure/Confidentiality Agreement This Agreement is entered
into as of April 19, 2005 (Effective Date)by and between
THERMA-WAVE (the Company) and Hermes-Epitek, Corporation (the Representative). 1 Purpose The above named Representative has access, either directly or indirectly to material that the
Company considers confidential and/or proprietary to its continued operation and future success.
This Agreement defines the terms and conditions the Representative agrees to be bound by prior to
receiving this information. 2 Definitions  A)
    Confidential Information means any information, technical data, or know-how
including, but not limited to information regarding the Companys research, products,
software, services, development, inventions, processes, results, designs, drawings,
engineering, marketing, finances customers, Representatives, suppliers or personnel.
This information may be disclosed by the Company to the Representative either directly
or indirectly in writing (including drawings and specifications), orally,
electronically, or inspections of the Companys products and facilities. Any
information that can be proved to be in the Representatives possession or in the
public domain prior to disclosure by the Company is not included in this Agreement.B)
    Materials means any item that can be used to convey or communicate
Confidential Information, including, but not limited to documents, data, programs,
drawings, sketches, designs, notes, software, firmware, samples, work or assembly
instructions, tooling, models and electronic files. 3 Non-Use of Confidential Information  A)
    Representative will not use Confidential Information or allow it to be used by
anyone under any circumstances to modify, design, manufacture or market any product.B)
    Representative agrees to neither use nor circulate Confidential Information
within its organization except as required for product or business development relating
to a specific request made by the Company. 4 Non-Disclosure of Confidential Information  A)
    Representative will not allow Confidential Information to be published, copied or
disclosed in any manner to any third party without prior written authorization from the
Company. Such written authorization must include the specific Information to be
disclosed, to whom it is to be disclosed and the purpose for which the Information is
to be used. The Company reserves the right to execute a Non-Disclosure/Confidentiality
Agreement with the third party prior to disclosure. Page 20




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B)
    Representative will not disclose any Confidential Information to any of its
employees who do not have a valid need to know the Information. Any employee who
receives Confidential Information under this Agreement must be contractually bound by
the Representative to keep such Information Confidential.C)
    Representative will notify the Company immediately in writing of any suspected
or actual misappropriation or misuse by any person or entity of any Confidential
Information. 5 Termination Representatives obligations under this Agreement will terminate on a date 5 years after the
latter of (i) disclosure of Confidential Information by the Company to the Representative, or (ii)
the completion of any business arrangement, contract or agreement that involves the Confidential
Information. One (1) year after the Effective Date of this NDA Agreement, Representative may
procure competitive products for its business purposes. Such procurement will not be deemed a
violation of this Agreement. Should any Confidential Information enter the public domain through
no fault of Representative during the term of this Agreement, Representative will not be liable for
any disclosure or use of such portion that occurs subsequent to the time such portion entered the
public domain. Notwithstanding the foregoing, no license to use or disclose any trade secret, and
no license to use any patent, copyright or trademark, is granted to Representative herein. 6 Return of Materials All Materials furnished to the Representative will remain the property of the Company. All
such Materials and any copies made by the Representative must be returned to the Company promptly
upon request. All Materials must be returned promptly in the event of the termination of the
relationship between the Company and Representative. Prior written consent is necessary prior to
the Representative either removing Materials from the Companys premises, or reproducing any
Material. 7 Term This Agreement will govern disclosures made by the Company to Representative during the period
of 5 years after the date of this Agreement. Representatives obligations under Paragraphs 3 and 4
will continue until terminated as outlined in Paragraph 5. If a contract between the
Representative and the Company is in effect at the time this Agreement becomes effective, or a
contract is entered any time this Agreement is in force, this Agreement shall be considered an
addition to all such contracts. This Agreement takes precedence over any conflicting preprinted or
standard form or condition set forth in the parties purchase orders, invoices, order
acknowledgements and other business forms but will not take precedence over those actually
negotiated and mutually agreed upon by the parties hereto. 8 Remedies Representative understands that, in the event Representative fails to comply with the terms of
this Agreement, the Company may suffer irreparable harm, which may not be adequately compensated by
monetary damages. Accordingly, Representative agrees that in the event of Representatives breach,
or threatened breach of this Agreement, the Company shall be entitled to seek injunctive or other
preliminary or equitable relief, in addition to such other remedies as may be available to the
Company at law, in equity or otherwise without having to prove actual damage In the event of any
action at law or in equity to enforce the provisions of this Agreement, the unsuccessful party
shall pay to the other all costs and expenses incurred by the prevailing party in connection with
such action, including, but not limited to, reasonable attorneys fees and expenses. 9 Publicity Representative will not advertise or otherwise publish any account of contracts, orders,
future business potential or any other aspect of the business relationship between the parties
without prior written permission of the Company. Page 21




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10 General  A)
    This Agreement contains the entire understanding of the parties with respect to the
subject matter hereof and supersedes all prior agreements relating thereto, written or
oral, between the parties. This Agreement may be modified only by writings duly signed
by authorized representatives of both parties.B)
    This Agreement shall be governed by and construed in accordance with the laws
of the State of California.C)
    Failure to enforce any provision of this Agreement shall not constitute a
waiver of any term hereof.D)
    By signing this Agreement, Sellers representative states that he/she has been
duly authorized by Seller to bind Seller to this Agreement. Understood and Agreed:THERMA-WAVE, INC.
    
    
    
    HERMES-EPITEK CORPORATIONBoris Lipkin
    
    
    
    Chin-yung ShuName (Print):
    
    
    
    Name (Print):/s/ Boris Lipkin
    
    
    
    /s/ Chin-yung ShuSignature
    
    
    
    SignatureApril 19,
2005
    
    
    
    April 19,
2005
    
    

Date
    
    
    
    Date
 Page 22




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Attachment 6
Final Acceptance Certificate See Attached Page 23




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(THERMA-WAVE LOGO) Customer/Fab/Module:
    
    
    
    Shipment Date:
 P. O. Number:
    
    
    
    Serial Number:
    
    
    
    System Model:
  Installation Completion:
 This is to certify that the equipment meets installation completion criteria as per purchase
specification.  Installation Completion Date:(Month/Day/Year)
 Customer:Printed Name
    
    Authorized Signature
    
    Date SignedTherma-Wave
RepresentativePrinted Name
    
    Authorized Signature
    
    Date Signed
  Warranty Start:
 This is to certify that the equipment meets warranty start criteria as per purchase
specification.  Warranty Start Date:(Month/Day/Year)
 Customer:Printed Name
    
    Authorized Signature
    
    Date SignedTherma-Wave
RepresentativePrinted Name
    
    Authorized Signature
    
    Date Signed
  Customer Final Acceptance:
 This is to certify that the equipment meets the final acceptance criteria as per purchase
specification. Final acceptance payments are defined in the purchase agreement.  Final Acceptance Date:(Month/Day/Year)
 Customer:Printed Name
    
    Authorized Signature
    
    Date SignedTherma-Wave
RepresentativePrinted Name
    
    Authorized Signature
    
    Date Signed
  For Therma-Wave Use Only: Sales Order Number:
    
    
    
    Site Code:
    
    
    
    Receipt Date:
 Page 24