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AG ASSOCIATES                                                     EXHIBIT 10.31
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INTERNATIONAL REPRESENTATIVE
AGREEMENT

THIS AGREEMENT: made and entered into this 13th day of September, 1996, by and
between:

AG Associates, Inc. having its principal office at 4425 Fortran Drive, San Jose,
California, 95134, hereinafter referred to as "Company and, Silicon
International, registered under the laws of Hong Kong, principal office at Suite
303, Four Seas Building, 208-212 Nathan Road, Kowloon, Hong Kong, hereinafter
referred to as "Representative", agrees as follows:

1)    APPOINTMENT AND ACCEPTANCE - Company hereby appoints the Representative as
      its authorized Representative to sell and service the products (enumerated
      in "Section 3" hereof in the Territory (defined in "Section 2" hereof),
      and Representative accepts the appointment and agrees to sell, promote and
      extend the sales and handle the maintenance and servicing of the Company's
      Products subject to the terms and conditions of this Agreement.

2)    TERRITORY - Representative's Territory shall be limited to the Territory
      referenced in Exhibit A, SALES TERRITORY REPRESENTED.

      Company shall have the right, in its sole discretion, to modify Territory
      assignments upon one hundred twenty (120) days prior notice to
      Representative.

      The Company retains the right to designate Exhibit G "HOUSE ACCOUNTS"
      which shall not be eligible for Representative sales activity or standard
      commissions.

3)    PRODUCTS - The Products of Company to be sold by the Representative shall
      include only systems and accessories and replacement parts, as listed in
      Exhibit B, PRODUCTS REPRESENTED (the "Products").

4)    AMOUNT OF COMPENSATION - Representative's compensation for services
      performed hereunder shall be in accordance with Exhibit C, COMMISSION
      SCHEDULE, herewith attached and made a part hereof. Commissions shall be
      computed on the "net invoice price" of the Company's Products sold by the
      Representative.

5)    COMPUTATION AND PAYMENT OF COMMISSION

      a)    Commissions are accrued upon shipment of system from AG and payable
            to Representative on or before the 25th day of the month following
            the month in which full payment is received by the Company.

      b)    "Net invoice price" - shall mean the total price at which an order
            is invoiced to the customer including any increase or decrease in
            the total amount of the order (even though such increase or decrease
            may take place after the effective date of termination), but
            excluding shipping, taxes, insurance and C.O.D. charges.

      c)    Commissions shall be earned on all system orders for Company
            Products that are listed in Exhibit B, PRODUCTS REPRESENTED, and
            sold by the Representative. Commissions shall be calculated as
            listed in Exhibit C, COMMISSION SCHEDULE.

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AG ASSOCIATES

      d)    There shall be deducted from any sums due Representative:

            I.    Contributions of Representative to discounts granted to the
                  customer without the prior consent of the Company. This
                  contribution shall be understood to mean the discount given on
                  the Product from the Company's list price schedule.

            II.   An amount equal to commissions previously paid or credited on
                  sales of Company's Products which have since been returned by
                  the customer or on allowances credited to the customer for any
                  reason by the Company; and,

            III.  An amount equivalent to commissions previously paid or
                  credited on sales which Company shall not have been fully paid
                  by the customer whether by reason of the customer's
                  bankruptcy, insolvency, or any other reasons which, in the
                  Company's judgment, renders the account uncollectable (if any
                  sums are ever realized upon such uncollectable accounts,
                  Company will pay Representative its percentage of commission
                  applicable at the time of the original sale upon net proceeds
                  of such collection).

      e)    "Order" shall mean a written commitment to purchase Company's
            Products placed by customer in Representative's Territory.

      f)    In the event that a product to be purchased by a customer outside of
            the Territory for installation in the Territory, or by a customer in
            the Territory for installation outside the Territory, Representative
            shall notify the Company. Such a purchase shall be deemed a split
            sale. The Company shall determine the compensation to be received by
            the representatives with respect to any split sale, based on where
            the purchase contract is to be signed, the degree of involvement of
            the respective representatives before- and after the sale.

            The split of total compensation paid to all representatives
            (assuming that the discount on list price given to a representative
            acting as a distributor on goods purchased shall be considered
            "compensation" paid to such representative) shall be determined in
            the following manner:

            i)    one third of the compensation shall be paid to the
                  representative in whose territory the technology developed and
                  the equipment selection originates:

            ii)   one third of the compensation shall be paid to the
                  representative into whose territory the purchasing and
                  negotiations are conducted;

            iii)  one third of the compensation shall be paid to the
                  representative in whose territory the Product(s) are shipped/
                  installed.

            Final determination of the split will be made by the Vice President
            of Sales of the Company.

6)    ACCEPTANCE OF ORDERS - All orders are subject to acceptance or rejection
      by an authorized Company officer at its home office and to the approval of
      Company's credit department. Company shall be responsible for all credit
      risks and collections. Representative shall assist in collections. On all
      customer's purchase orders, an irrevocable letter of credit confirmed by
      Company's Bankers shall be required. Company will agree with the terms of
      C.A.D. - Cash Against Documents - at sight for purchase orders placed with
      Company by Representative's "large account customers" who have



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      AG ASS0CIATES

d)    There shall be deducted from any sums due Representative:

      I.    Contributions of Representative to discounts granted to the customer
            without the prior consent of the Company. This contribution shall be
            understood to mean the discount given on the Product from the
            Company's list price schedule.

      II.   An amount equal to commissions previously paid or credited on sales
            of Company's Products which have since been returned by the customer
            or on allowances credited to the customer for any reason by the
            Company; and,

      III.  An amount equivalent to commissions previously paid or credited on
            sales which Company shall not have been fully paid by the customer
            whether by reason of the customer's bankruptcy, insolvency, or any
            other reasons which, in the Company's judgment, renders the account
            uncollectable (if any sums are ever realized upon such uncollectable
            accounts, Company will pay Representative its percentage of
            commission applicable at the time of the original sale upon net
            proceeds of such collection).

e)    "Order" shall mean a written commitment to purchase Company's Products
      placed



f)    In the event that a Product to be purchased by a customer outside of the
      Territory for installation in the Territory, or by a customer in the
      Territory for installation outside the Territory, Representative shall
      notify the Company. Such a purchase shall be deemed a split sale. The
      Company shall determine the compensation to be received by the
      representatives with respect to any split sale, based on where the
      purchase contract is to be signed, the degree of involvement of the
      respective representatives before and after the sale.

      The split of total compensation paid to all representatives (assuming that
      the discount on list price given to a representative acting as a
      distributor on goods purchased shall be considered "compensation" paid to
      such representative) shall be determined in the following manner:

      i)    one third of the compensation shall be paid to the representative in
            whose territory the technology developed and the equipment selection
            originates;

      ii)   one third of the compensation shall be paid to the representative
            into whose territory the purchasing and negotiations are conducted;

      iii)  one third of the compensation shall be paid to the representative in
            whose territory the Product(s) are shipped/installed.

      Final determination of the split will be made by the Vice President of
      Sales of the Company.

6)    ACCEPTANCE OF ORDERS - All orders are subject to acceptance or rejection
      by an authorized Company officer at its home office and to the approval of
      Company's credit department. Company shall be responsible for all credit
      risks and collections. Representative shall assist in collections. On all
      customer's purchase orders, an irrevocable letter of credit confirmed by
      Company's Bankers shall be required. Company will agree with the terms of
      C.A.D. - Cash Against Documents - at sight for purchase orders placed with
      Company by Representative's "large account customers" who have





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AG ASSOCIATES

      purchase missions in the U.S.A. or "large account customers" who have
      parent companies in the United States of America (U.S.) and/or affiliate
      companies and/or subsidiary companies in the U.S. Company will provide
      Representative with copies of all quotations submitted to all customers
      above described together with information such as date of shipments and
      scheduled acceptance test of equipment/systems to be performed by
      Company's and/or Representative's field engineers. Company will advise
      Representative and customer of the shipment date so that the irrevocable
      letter of credit can be transmitted to the Company at least thirty (30)
      days prior to the shipping date. If Company notifies customer of its
      acceptance or rejection of an order, a copy shall be transmitted to the
      Representative.

      Customer shall place purchase orders to Company in writing, specifying
      quantities, model or part number, pricing and any other pertinent
      information for each item ordered. Process and/or mechanical
      specifications to be met by Company Products must be included, when
      applicable.

      The acceptance of an order by customer shall be based on terms and
      conditions stated on the terms and conditions of the order acknowledgment.
      (See Exhibit F, TERMS AND CONDITIONS)

7)    CANCELLATIONS - cancellation of order is subject to cancellation penalty
      referred to in Terms and Conditions of that order. See Exhibit F, TERMS
      AND CONDITIONS.

8)    U.S. EXPORT CONTROL. Company Products are controlled by the United States
      (U.S.) Department of Commerce (DOC), U.S. Export Administration Act.
      Items shipped to Representative for use by Representative or customers in
      the Territory shall not be diverted by Representative to other customers
      in or outside the Territory in a manner contrary to U.S. Export
      Regulations. Representative shall notify Company promptly if
      Representative becomes aware of any such diversion by any of its
      customers.

9)    REPRESENTATIVE'S OBLIGATIONS

      a)    Representative shall maintain a place of business in the Territory,
            which shall include a service department and use its best efforts
            and devote such time as may be reasonably necessary to service,
            sell, and promote the sale of Company Products within the Territory.

      b)    Representative will conduct all of its business in its own name.
            Representative will pay all expenses whatever of its office and
            activities and be responsible for the acts and expenses of its
            employees.




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AG ASSOCIATES

      c)    Representative shall maintain sufficient staff to serve the demands
            and needs of selling company products, process support, and
            servicing (1st and 2nd level escalation support) of Company
            Products. Representative's staff shall be conversant with the
            technical language conventional to Company Products and similar
            equipment in general, and shall develop sufficient knowledge of the
            semiconductor manufacturing and research market, of Company Products
            and of products competitive with Company Products (including
            specifications, features and benefits) so as to be able to explain
            in detail to customers the differences between Company Products and
            competitive products.

      d)    Representative shall maintain at its own expense an efficient
            installation and maintenance service capability, and a sufficient
            replacement part inventory to support Company Products installed in
            the Territory. Representative shall install and warrant all Company
            Products sold by Representative in the Territory. Such installation
            and warranty work shall be performed free of charge to customers. In
            the case where customer requests installation of Company Product by
            a Company field service engineer in lieu of Representative,
            Representative must request in writing that original Quotation of
            Company Products to customer be increased by an amount appropriate
            to cover such installation and operator's start-up training, or
            absorb cost of trip, including expenses.

      e)    Representative shall purchase from Company and keep it its
            possession Company Products shown in Exhibit D, DEMONSTRATION
            EQUIPMENT, attached hereto, for customer demonstration use. Company
            agrees to grant Representative a discount on purchase of
            Demonstration Equipment. Representative shall not resell or lease
            Demonstration Equipment within twelve (12) months of its delivery
            without a written agreement of Company. Representative shall order
            replacement demonstration equipment from Company at time of receipt
            of customer's purchase order or lease agreement on Demonstration
            Equipment. When sold, Demonstration Equipment will be declared as
            used equipment by Representative.

            During the last week of the month, Representative shall provide
            Company with the following information regarding the potential sales
            of Company Products in the Territory. In addition to the following
            information, the Regional Manager may provide a written request of
            additional requirements.

            I.    A monthly update of the rolling six-month forecast using
                  Company forms. All sales prospects including customer name,
                  specific product, process and applications, status,
                  probability of ordering Company Products and probable month of
                  ordering. Also, lost order reports shall be submitted monthly.

            II.   In February and August, a twelve-month forecast which shall
                  include the quantity of each Company Product to be ordered
                  during each of the months.

      g)    Representative shall exhibit Company Products at appropriate trade
            or technical shows in the Territory, when approved by both parties
            and provided that Company provides appropriate equipment and/or
            exhibit materials. Shows in the forthcoming year which shall be
            attended by Representative shall be agreed upon with the Company
            officer during the annual Representative review.

      h)    If required by business conditions and customs of the Territory,
            Representative shall translate at Representative's expense Company
            advertising and promotional materials, as well as the operator and
            service manuals of Company Products into the language(s) of the
            Territory. When this Agreement is terminated, Representative shall
            assign to Company all its rights in all such translated materials,
            including but





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AG ASSOCIATES

            not limited to, all related copyrights at no cost to Company and
            Representative shall turn over to Company all translated materials
            and documentation.

      i)    Representative shall assist Company in routinely updating the
            customers and prospect database, including customer organization
            charts

      j)    Representative shall promptly submit a annual written report in
            August of competitive situation and functioning of Company Products
            in the Territory. Representative shall also advise Company promptly
            of any new information concerning Company, Company Products and
            their sales, including any charges, complaints or claims about
            Company or Company Products.

      k)    Representative shall not, without Company's prior written consent,
            handle products which, in the opinion of Company are competitive
            with the Products of Company being handled by the Representative.

            Representative shall notify Company whenever taking on any
            additional lines other than those now handled by the Representative,
            or whenever his relationship is terminated with any other
            Manufactures which it now represents. A line card of companies
            represented will be provided with the twelve month forecast.

      1)    Representative shall not, without Company's prior written approval,
            alter, enlarge, or limit orders, make representations or guarantees
            concerning Company's Products or accept the return of, or make any
            allowance for such Products.

      m)    Representative's performance may be reviewed annually by Company
            officer at the Representative's place of business.

10)   COMPANY'S OBLIGATIONS

      a)    Company shall be solely responsible for the design, development,
            supply, production and performance of its Products.

      b)    Company shall deliver Products and replacement parts ordered by
            Representative directly to customer. Company shall supply
            replacement parts ordered by Representative for service under
            warranty at no charge to Representative, with shipping charges
            prepaid by Company as defined in Section 14.

      c)    Company shall support Representative in maintaining Company Products
            in the Territory within the published specifications. Company shall
            provide to Representative service manuals, schematics, and other
            documentation, which will enable Representative to maintain Company
            Products in their territory. Company shall guarantee that, for a
            period of not less than five (5) years after shipment of Company
            Product, Company shall continue the delivery of replacement parts to
            customers in the Territory on all orders issued by Representative's
            customers.

      d)    Company shall service Company Products. Company employees will visit
            Territory from time to time at Company expense on business initiated
            by Company.

      e)    Company shall provide reasonable quantities of promotional
            literature, such as product brochures, data sheets, application
            notes, bibliography of technical articles and article reprints, at
            no charge to Representative for use in the Territory. Company shall
            also make available to Representative promotional materials, such as



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      AG ASSOCIATES

            slide and video tape presentations, prepared by Company for customer
            presentations and training. Company shall provide training for
            Representative sales and service personnel in Product features and
            various other aspects of Company Products. All training shall take
            place at or originate from Company offices during regularly
            scheduled training courses. Training shall be made at no charge to
            Representative, but Representative shall be responsible for travel
            expenses and all expenses of its employees during such training.

      g)    Company shall supply Distributor with a list of sales and service
            objectives and time frame for meeting the objectives.

      h)    Company shall supply Distributor with a protocol for communicating
            with AG Associates.

11)   PRICES - TERMS OF SALE. All sales shall be at prices and upon terms
      established in the current Sales Handbook and it shall have the right, in
      its sole discretion, from time to time, to establish, change, alter or
      amend price and other terms and conditions of sale providing that the
      Representative will be informed by mail or facsimile at least thirty (30)
      days prior to such change, alteration, or amendment in price and other
      items and conditions. Representative shall not accept orders in Company's
      name, make price alterations or amendment in price or other items and
      conditions. Payment shall be made in U. S. dollars. F.O.B. shall be San
      Jose, California.

      a)    Company shall furnish Representative from time to time with copies
            of its price lists, as applicable. Company domestic price lists
            establish prices of Company Products and replacement parts sold to
            U. S. customers for installation and use in the United States and
            serve as basis for calculation of all selling prices. Company
            international price lists established prices of Company Products and
            replacement parts sold directly to foreign customers, or to U. S.
            purchasing offices of foreign customers, or to U. S. customers for
            installation and use outside of the United States, and serve for
            reference purposes of all foreign customers.

      b)    In the event of price increase, Company agrees to notify
            Representative at least sixty (60) days in advance of the effective
            date of such price increase. Such price increase will not apply to
            firm orders placed by customer prior to the effective date of such
            price increase. Decreases in trade-in value or other customer
            credits shall be treated as price increases, above, and shall be
            effective as of the date of notification to Representative.
            Representative agrees to pass any decrease notification through to
            customers.

12)   CHANGE OF DESIGN

      Company reserves the right to change the design of Company Products or
      parts thereof at any time without notice to the Representative. Company
      may, but shall not be obligated to, make similar changes on any Company
      Products or parts previously shipped to Representative and customer, or to
      install or furnish any other different parts than were contained therein
      when shipment was made.





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      AG ASSOCIATES

13)   PROPRIETARY RIGHTS

      a)    Confidential Information and Trade Secrets

            Each party agrees to use best efforts, and at least the same care
            that is used to protect its own confidential information of like
            importance, to prevent unauthorized use, dissemination and
            disclosure of other party's trade secrets and confidential
            information.

      b)    Company Products

            Representative shall not, nor shall Representative authorize or
            knowingly permit its customers to, disassemble and copy or
            manufacture any Company Product or portion thereof or
            parts/accessory thereto. Representative shall notify Company in
            writing promptly if it discovers any infringement of Company's
            rights in Company Products and Representative shall provide Company
            with all reasonable assistance, at Company's expense, if Company
            initiates legal action in the Territory to protect its proprietary
            rights in Company Products.

      c)    Third Party Claims

            Representative shall give Company prompt notice of any third party
            claim that the Company Products as supplied by Company directly
            infringe any third party's patent, copyright or trade secret under
            the laws of the Territory.

14.   WARRANTY

      a)    Warranty Terms

            Company products are warranted to customer according to terms of
            standard Company warranty in effect on the date of shipment. Service
            warranty will be provided by Representative to customer within the
            Territory; parts warranty will be provided by the Company. Details
            of current warranties are detailed in "Exhibit E".

      b)    Supply of Replacement Parts

            Company shall supply replacement parts ordered by customer for
            service under warranty at no charge, with shipping charges prepaid
            by Company. Such warranty part deliveries shall be subject to prompt
            return of defective parts to Company for warranty status
            determination, shipping charges prepaid by shipper. In cases when no
            defects are found, or defects are judged by Company to be caused by
            events other than those covered by Company warranty as set forth in
            this Agreement, or defective parts are not returned to Company
            within thirty (30) days of replacement part shipment, Company shall
            bill shipper for the shipped replacement parts according to terms
            and conditions of the Agreement.

            Post-warranty service shall be provided by Representative to
            customers within the Territory at industry rates and any parts used
            in such service shall be purchased from the Company. Representative
            shall provide a price schedule to customers for all Company Products
            sold in the Territory, including service and maintenance contracts.

      c)    Returns to Company



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      AG ASSOCIATES

      Customer may return Company Products to Company for service. Such returns
      may be made only after issuance by Company of a Return Material
      Authorization (RMA) number. Customer shall be responsible for all costs of
      returning Company Products to Company for warranty service, as well as for
      all costs of returning repaired Company Products to Customer.

15.   TRADEMARK AND TRADE NAME

      Representative agrees to use the names "Heatpulse" and Company's corporate
      mark, logo and all trade names and saying marks that Company may possess
      only in connection with Representative's marketing of Company Products
      during the term of this Agreement. Representative's use thereof shall be
      in accordance with Company's guidelines.

16.   TERM OF AGREEMENT AND TERMINATION

      This Agreement shall continue in force for the length of time designated
      in Exhibit E, TERM OF AGREEMENT, unless otherwise terminated. This
      Agreement shall terminate when either party serves written notice to the
      other, by registered or certified mail, of his intention to terminate this
      Agreement upon ninety (90) days notice.

      This Agreement shall terminate immediately and automatically in the event
      of (i) the insolvency, bankruptcy, or liquidation of Representative, (ii)
      the failure to meet Company expectations following a sixty (60) day
      notice, or (iii) the general ineligibility of Representative to
      participate in U. S. export trade.

      Upon termination of this Agreement, Representative shall immediately
      return to Company, or transfer to another party designated by Company, at
      Representative's expense, all sales promotion materials and aids as well
      as any tools, equipment or other items loaned or furnished by Company to
      Representative in the course of conducting business pursuant to this
      Agreement.

      Until and unless another Representative is appointed by Company in and for
      the Territory, Representative shall retain responsibility for providing
      warranty and non warranty service for Company Products installed in the
      Territory. Representative will also cooperate with the Company in
      arranging for the continuation of support for the users of Company
      Products in the Territory. Commissions paid for Products sold in the
      Territory included warranty and non-warranty services.

      Upon termination of this Agreement, Representative shall promptly furnish
      Company with the complete list of installations of Company Products and
      all future prospects, including name, address and principal application(s)
      and service arrangements of each user.

      Representative shall not represent a principal in a competitive market for
      a period of one year following termination.





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AG ASSOCIATES

17.   INTERPRETATION AND ENFORCEMENT

      a)    Notices

            Any notice, request, demand, or other communication required or
            permitted hereunder shall be deemed to be properly given when
            mailed, postage prepaid, or when deposited with a public telegraph
            company for transmittal or when sent by facsimile or telex, charges
            prepaid, addressed to Company or Representative at the address
            current at the time of notice.

      b)    Representative Not Legal Agent

            This Agreement does not constitute the Representative the agent or
            legal representative of Company for any purpose whatsoever. The
            Representative is not granted any right or authority to assume or to
            create any obligation or responsibility, expressed or implied, on
            behalf of or in the name of Company or to bind Company in any
            manner.

            Nothing in this Agreement shall be construed to constitute the
            Representative as a partner, employee or agent of Company nor shall
            either party have any authority to bind the other in any respect, it
            being intended that each shall remain an independent contractor
            responsible only for its own actions. Representative shall not,
            without the Company's prior written approval, make representations
            or guarantees on behalf of the Company regarding the Company's
            products.

18.   COMPLETENESS OF INSTRUMENT

      This Agreement contains the entire understanding of the parties, and shall
      supersede any other oral or written agreements and shall insure to the
      benefit of Company's successors and assigns. It may not be modified in any
      way without the written consent of both parties. Representative shall not
      have the right to assign this Agreement in whole or in part without
      Company's written consent.

19.   CONSTRUCTION OF AGREEMENT

      The validity, construction, and performance of this Agreement shall be
      governed by and construed in accordance with the laws of the State of
      California, excluding that body of law applicable to conflict of laws. In
      the event that any provision of this Agreement shall be held by a court of
      law or an arbitrator to be illegal or unenforceable, the remaining
      provisions of this Agreement shall remain in full force and effect.

      Any dispute, controversy or claim arising out of or relating to this Sales
      Representative Agreement of the breach, termination or invalidity thereof
      shall be settled by arbitration in accordance with the rules of the
      American Arbitration Association as then in effect. The arbitration shall
      take place in the San Francisco-San Jose, California area.





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AG ASSOCIATES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written in multiple counterparts, each of which shall be
considered an original.



            REPRESENTATIVE                  COMPANY



BY:                                         Derek R. Tomlinson
TITLE:                                      Vice President of Sales & Marketing

DATE:




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AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT"A"
                           SALES TERRITORY REPRESENTED



Representative's Territory shall be limited to:

People's Republic of China


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AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT"B"
                              PRODUCTS REPRESENTED



PRODUCT DESCRIPTION
1. Heatpulse 610 Rapid Thermal Processor
2. Heatpulse Refurbished Automatic Systems (when available)
3. Heatpulse 4 1 OOS Rapid Thermal Processor
4. Heatpulse 8108 Rapid Thermal Processor
5. Heatpulse 8800 Rapid Thermal Processor
6. AG Associates Next Generation RTP System scheduled to be released 
   calendar Q 1, '97





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AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT "C"
                               COMMISSION SCHEDULE


Representative will earn sixteen (16%) commission on the sale of assigned
Company Products (Exhibit B, PRODUCTS REPRESENTED) according to the terms of
their Agreement. Commission shall be computed on the "net invoice price" of the
Company's Product sold by the Representative (Exhibit D, TERMS OF SALE).
Commission rate shall be sheltered from the first five (5) percent of discount
allowed the customer.

Commissions shall be earned on all orders for Company Products that are listed
in Exhibit C, COMMISSION SCHEDULE, and sold by the Representative.

A.    For discounts given by distributor of <10%, a bonus will be added to
      Distributor's commission. Bonus = .5 (Sales Price - AG's Final Price*)

B.    > 10 - 15% Discount: commission remains as per agreement.

C.    For Discounts given by distributor of greater than 15%, a penalty will be
      deducted from Distributor's commission.
      Penalty = .5 (AG's Final Price* - Sales Price)

Bonus Example - 8% Discount

<TABLE>
<CAPTION>
                                         List Price      Sales Price
<S>                                      <C>            <C>     
Heatpulse Model 8108                     $646,600
Slip-Free                                $ 51,972
QuartzPak                                $ 14,481
Total Purchase Order Amt:                $713,053
Maximum Allowable Discount 15%           $106,958
                                         $606,095          $656,009
</TABLE>

                    .5 ($656,009 - $606,095) = $24,957 Bonus


Penalty Example - 18% Discount

<TABLE>
<CAPTION>
                                         List Price      Sales Price
<S>                                     <C>             <C>     
Heatpulse Model 8108                     $646,600
Slip-Free                                $ 51,972
QuartzPak                                $ 14,481
Total Purchase Order Amt:                $713,053
Maximum Allowable Discount 15%           $106,958
                                         $606,095          $584,703
</TABLE>

                   .5 ($606,095 - $584,703) = $10,696 Penalty

*AG's Final Price defined as .85 List Price



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AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT"D"
                             DEMONSTRATION EQUIPMENT



None.





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AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT"E"

                               HEATPULSE WARRANTY


Company products are warranted to customer according to terms of standard
Company warranty in effect on the date of shipment. Warranty shall be for
fifteen (15) months effective from date of shipment unless stated otherwise in
purchase order. See Exhibit F, TERMS CONDITIONS.





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AGASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT"F"
                              TERMS AND CONDITIONS


See attached.



<PAGE>   18

TERMS AND CONDITIONS OF SALE

1)    SCOPE

      The following terms and conditions (Term's & Conditions of Sale") and any
      liability hereto expressly apply to and limit the liability of AG
      Associates (Seller) for all quotations, orders, acceptances, sales and
      deliveries by Seller. No terms and conditions or other understandings,
      whether oral or written, in any way purporting to vary the Terms &
      Conditions of Sale shall be binding on Seller unless stated in a writing
      signed by a duly authorized officer of Seller. Any provisions or
      conditions of Buyer's order form which are in any way inconsistent with or
      in addition to the Terms & Conditions of Sales (except those provisions
      specifying quantity, describing the items ordered and shipping
      instructions only) shall not be deemed an acceptance of such term or
      condition or binding on Seller and shall not apply to sales hereunder.
      Seller's failure to object to any term or condition contained in any
      communication from Buyer shall not be deemed an acceptance of the Terms &
      Conditions of Sale.

2)    QUOTATIONS, ORDERS, ACCEPTANCES

            A quotation is Seller's offer to sell, expressly conditioned upon
      Buyer's agreement to the Terms & Conditions of Sale by a written
      acknowledgment by implication or by acceptance of or payment for goods
      ordered hereunder. A quotation is valid for thirty (30) days from the date
      indicated thereon (unless specifically indicated otherwise) after which
      date Seller reserves the right to change it in any and all respects.
      Stenographic and clerical errors are subject to correction at all times.

            The Terms & Conditions of Sales are included in an order
      acknowledgment sent to Buyer upon receipt of an order. All orders for
      shipment from an entity located outside the United States must be
      accompanied by a confirmed, irrevocable letter of credit drawn on an
      United States bank acceptable to Seller. All orders are subject to final
      acceptance by Seller at its home office in San Jose, California. Seller's
      acceptance of Buyer's order is expressly conditioned upon Seller's assent
      to any terms contained in this acceptance different from or in addition to
      the terms stated in Buyer's order.

3)    CANCELLATION

            Cancellation by Buyer of firm orders for all standard systems and
      components are subject to a 25% cancellation charge. Cancellation by Buyer
      of firm orders received for all systems and/or components manufactured to
      Buyer's specifications (Custom Systems) will be subject to the
      cancellation charges as set forth in Seller's quotation, but in no case
      shall be less than 25%.

            The Buyer acknowledges that the amount of damage sustained by Seller
      is a result of Buyer's cancellation in breach hereof would be impractical
      or extremely difficult to fix, and that the charge set forth hereunder for
      cancellation are reasonable under the present circumstances. In addition
      to collection of cancellation charges as liquidated damages as set forth
      hereunder. Seller shall have available all remedies at equity and law in
      the event Buyer cancels an order hereunder.

4)    TAXES

            Quoted prices for goods do not include sales, use excise or similar
      taxes. Unless otherwise agreed to be Seller, Buyer hereby assumes all
      responsibility for and agrees to pay and hold Seller harmless from any and
      all such sales, use, excise or other taxes or assessments imposed by any
      federal, state or local governmental authority upon the transactions
      covered hereby, whether or not such items appear on any invoice submitted
      by Seller.

5)    TERMS OF PAYMENT

            Unless otherwise agreed to in writing by Seller, payment shall be
      due net thirty (30) days after shipment of goods. If there is to be more
      than one shipment hereunder, pro rata payment shall become due thirty (30)
      days after each such shipment without regard to other deliveries. Time of
      payment is of the essence. All payments shall be in U.S. funds. Interest
      at the maximum rate permitted by law may be added to any overdue amounts
      owed to Seller.

            If in the opinion of Seller, the financial condition of Buyer at any
      time does not justify continuance of production or shipment on the terms
      or payment previously specified, Seller may, in its sole discretion,
      require full or partial payment in advance. If Buyer becomes insolvent, or
      bankruptcy or other debtor's relief proceedings are instituted by or
      against Buyer, or Buyer makes an assignment for the benefit of creditors
      or is unable to meet its obligations as they become due, any such event
      shall be deemed a material default hereunder, entitling Seller to cease
      performance under this order and to avail itself of all legal and
      equitable remedies it may have against Buyer.

            If the date of shipment of goods is delayed beyond the date
      specified in the purchased order or contract of sale at the request of
      Buyer for any reason, the full payment may, at the sole discretion of
      Seller, become due upon expiration of thirty (30) days after the shipment
      date specified in the purchase order or contract of sale.

            For goods manufactured to Buyer's specifications, unless stated
      otherwise, Buyer shall make an initial payment of not less than 25% of the
      purchase price with progress payments and final payments to be made
      according to a mutually agreed upon written schedule.

6)    DELIVERY, RISK OF LOSS, SHIPMENT DATES

            Title to shipments will pass to the Buyer upon acceptance by the
      carrier. All risk of loss for the goods passes to Buyer when the goods are
      delivered to the carrier f.o.b. point of shipment. In all cases, risk of
      loss or damage to any goods in transit shall fall upon Buyer, whose
      responsibility it shall be to file claims with the carriers, who will be
      deemed Buyer's agents. Seller accepts no responsibility and shall not be
      responsible for any claims filed with it. Unless Seller receives specific
      instructions from Buyer, Seller will exercise its own discretion in
      selecting the method of shipment. Shipment dates specified by Buyer or
      Seller shall be approximations only and Seller shall incur no liability
      whatsoever for failure to ship on such dates. Shipment dates are the date
      of shipment from the point of manufacture. Seller reserves the right to
      make deliveries of goods in installments. All prices are net and do not
      include any transportation or insurance costs, which will be separately
      invoiced and paid by Buyer.

7)    SUBSTITUTION

            Seller reserves the right to make changes in details of design or
      construction which in its opinion constitute an improvement over goods
      ordered, provided the purchase price shall not be increased thereby.

8)    SUBCONTRACTING, CHANGES OF SOURCES

            Seller reserves the right in its sole discretion to subcontract any
      or all of the work to be performed hereunder or change sources of
      material.

9)    DEFAULT BY BUYER

            In the event of default by Buyer, Seller may decline to make further
      shipments without in any way affecting Seller's rights hereunder. If
      despite any default by Buyer, Seller elects to continue to make shipments,
      Seller's action shall not constitute a waiver or any default by Buyer or
      in any way affect Seller's remedies.

10)   NON-CONFORMITY OF GOODS

            In the absence of written notice by Buyer to the contrary, all goods
      will be deemed accepted by Buyer within thirty (30) days after receipt.
      Buyer may reject goods or revoke its acceptance of goods in the event of
      material, specification or process non-conformity, provided Seller is
      notified in writing within thirty (30) days of Buyer's receipt of the
      goods. Seller retains the right to correct any non-conformity in
      accordance with the Warranty provisions of Paragraph II below. No term or
      condition stated herein shall alter the terms or conditions of payment.

11)   LIMITED WARRANTIES

            Except as stated below, Seller warrants that the components of the
      Heatpulse product systems whether manufactured by Seller or another
      manufacturer, are free from defects in material and workmanship. As a sole
      remedy for breach of this warranty, during the Warranty period (as defined
      below), Seller or its authorized service agent will repair or replace,
      without charge, any component or assembly of components that is found by
      Seller to be defective in material or workmanship. The Warranty Period
      shall begin on the shipment date and end (i) fifteen months from the date
      of shipment in all new Heatpulse systems, (ii) ninety days from date of
      shipment for all new spare component parts. Seller warrants the tungsten
      halogen lamps unconditionally for 3 years from the date of shipment. The
      warranties contained in this section II extend only to the original use
      purchaser. This warranty DOES NOT apply to the following:

      a)    To any Heatpulse product where the product has been misused, abused
            or used in an application for which it was not designed and or
            specified.

      b)    To defects or damage occurring as a direct or indirect result of the
            use of any unauthorized replacement part or the performance of any
            maintenance or service by any one other than an authorized service
            agent supplied by Seller.

      c)    Consumables that are a component part of the Heatpulse product. No
            goods shall be returned to Seller for warranty adjustment without
            prior authorization from Seller. Warranty labor will be provided
            during normal business hours of 8:00am to 5:00pm, Monday through
            Friday. In order to honor the 15 month warranty for Heatpulse
            systems, the customer is required to perform the recommended
            preventive maintenance (PM) on the system. AG Associates will
            perform PM training during system start-up.

            Any products returned pursuant to Seller's authorization will be
      shipped to Seller's plant by Buyer at Buyer's expense for Seller's
      confirmation of defective goods. Seller will pay return freight if it is
      determined that the adjustment is covered under the warranty.




<PAGE>   19

            SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED OTHER THAN THOSE
      STATED ABOVE. SELLER EXCLUDES AND BUYER HEREBY WAIVES, TO THE EXTENT
      PERMITTED BY LAW, ANY AND ALL IMPLIED WARRANTIES, INCLUDING (BUT NOT
      LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE.

            No employee or representative of Seller is authorized to change or
      otherwise grant any warranty other than the standard warranty stated
      above. No affirmation, representation, promise or warranty concerning the
      Heatpulse product or its use in any process shall be binding upon Seller
      unless such affirmation, representation, promise or warranty is stated in
      writing signed by an officer of Seller prior to acceptance or Buyer's
      purchase order.

            Buyer's sole and exclusive remedy for the breach of any warranty
      concerning the Heatpulse product or its components or parts shall be
      repair or replacement of the defective part or component. Seller shall
      determine whether to repair or replace the goods.

12)   LIABILITY OF SELLER

            IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANYONE ELSE FOR
      INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT
      LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF GOODS, COST OF SUBSTITUTED
      FACILITIES, EQUIPMENT OR SERVICES, OR PERSONAL INJURY DAMAGES, WHICH
      ARISE OUT OF OR IN CONNECTION OF THE SALE, USE OR PERFORMANCE OF GOODS
      DELIVERED HEREUNDER, WHETHER THE CLAIM IS IN CONTRACT WARRANTY, TORT,
      PRODUCTS LIABILITY OR OTHERWISE. IN NO CASE SHALL THE LIABILITY OF THE
      SELLER EXCEED THE ACTUAL COST OF THE GOODS DELIVERED BY SELLER PURSUANT TO
      AN ORDER BY BUYER.

13)   INFRINGEMENT INDEMNITY

            Seller expressly disclaims any liability to Buyer for infringement
      by the goods furnished hereunder of any patent, trademark, copyright or
      data rights. In no event shall Seller have any liability to Buyer, its
      successors, assigns, agents, customers or users for losses or damages,
      (including royalties for semiconductor chip products), including costs and
      expenses (including attorneys' fees), which may be incurred on account of
      any suit claim, judgment or demand involving an infringement or alleged
      infringement of any patent rights in the use or disposition of goods
      supplied hereunder.

            With regard to goods made to the order of Buyer's designs,
      specifications or instructions, Buyer shall indemnify, defend and hold
      Seller harmless against any damage, cost, loss, or expense, including
      reasonable attorneys' fees, resulting from any claim, suit or proceedings
      brought by any person or entity for infringement of patents, copyrights,
      trademarks, trade names, proprietary rights or for unfair competition
      arising from Seller's compliance with Buyer's designs, specifications or
      instructions.

            This provision states the entire rights of the Buyer and the entire
      obligation of the Buyer and Seller regarding infringement and shall
      survive expiration or termination of this agreement.

14)   INFORMATION

            Drawings, data, designs, inventions, computer software and other
      technical information supplied by Seller to Buyer shall remain Seller's
      property and shall be held in confidence by Buyer. Such information shall
      not be reproduced used or disclosed to others by Buyer without Seller's
      prior written consent and shall be returned to Seller upon demand. Any
      information which Buyer may disclose to Seller with respect to use of the
      goods covered by this order shall be deemed to have been disclosed as part
      of the consideration for this order and Buyer shall not assert any claim
      against Seller by reason of Seller's use thereof.

15)   TRADEMARK

            Buyer shall not, without the express advance written permission of
      Seller, permanently or temporarily affix either the trademark or the trade
      name of Seller to any products manufactured by Buyer or any advertising
      pertaining to such products. Buyer shall not remove or modify any
      trademark, trade name, trademark notices, trade secret notices or
      copyright notices or any proprietary or confidential legends, labels,
      notices and markings placed on any goods manufactured by Seller or on any
      materials related to such goods.

16)   UNITED STATES EXPORT LAWS.

            Sales of goods by Seller and any subsequent resale or re-export of
      the goods are subject to and conditioned upon compliance with the U.S.
      Export Administration Act (the "Act") and the applicable regulations
      thereunder, as well as any other laws of the United States related to the
      export of commodities and technical data. Upon request of Seller, Buyer
      shall obtain all U.S. export licenses required to export the goods and
      technical data and approvals for resale and re-export. Buyer may not,
      directly or indirectly, export or re-export the goods or any technical
      data relating to the goods or any direct product of the foregoing to any
      person, except in strict compliance with the Act and other applicable U.S.
      laws.

17)   FORCE MAJEURE

      Seller shall not be liable for delay in delivery or failure to deliver or
      failure to perform due to any cause beyond Seller's reasonable control,
      including (but not limited to ) fire, explosion, flood, riot, strike or
      other differences with workers, shortage of utilities, facilities,
      materials or labor, trade embargo, transportation delay, break down or
      accident, acts of God or the public enemy, compliance with or other action
      taken to carry out the intent or purposes of any law or regulation, act of
      Buyer, acts of civil or military authority, or war.

18)   GOVERNING LAW

      The validity, construction and performance of the Terms & Conditions of
      Sale shall be governed by and construed in accordance with the laws of the
      State of California, excluding that body of law applicable to conflict of
      laws. In the event that any provision of the Terms & Conditions of Sale or
      the application of any such provision shall be held by a court of law to
      be unenforceable, the remaining provisions of the Terms & Condition of
      Sale shall remain in full force and effect.

19)   ASSIGNMENT

      Buyer shall not have the power or the right to assign any quotation or
      order or any interest therein or any rights thereunder without the prior
      written consent of Seller.

20)   ENTIRE AGREEMENT

            This document and any attachments and documents specifically
      referred to herein constitute the entire agreement between Buyer and
      Seller and supersede all prior representations, understandings and
      agreements as to the subject matter hereof. No other document, including
      Buyer's purchase order, shall be part of this agreement, even if referred
      to, unless specifically agreed to by Seller in writing by a duly
      authorized officer of Seller. Notwithstanding the foregoing, if the
      provisions here of conflict with the provisions of a distribution or sales
      representative agreement entered into between Buyer and Seller pertaining
      to the goods covered hereby, the terms of such distribution or sales
      representative agreement shall prevail to the extent of the conflict. No
      right that the Seller has hereunder maybe waived or modified except by
      Seller in writing. A waiver by Seller of any default or failure to comply
      with the Terms & Conditions of Sale shall not be deemed to be a continuing
      waiver and shall apply solely to the instant to which the waiver is
      directed.

21)   ARBITRATION

      Any dispute, controversy or claim arising out of or relating to the Terms
      & Conditions of Sale or the breach, termination or invalidity thereof
      shall be settled by arbitration in accordance with the rules of the
      American Arbitration Association as then in effect. The arbitration shall
      take place in the San Francisco - San Jose, California area.


<PAGE>   20

AG ASSOCIATES



                            REPRESENTATIVE AGREEMENT
                                   EXHIBIT "G"
                                 HOUSE ACCOUNTS



Intel, all domestic Fabs. IBM, all domestic Fabs.

Page 19



<PAGE>   21


AG ASSOCIATES


                            REPRESENTATIVE AGREEMENT
                                  EXHIBIT "H"
                         EXCEPTIONS TO STANDARD CONTRACT


None.





<PAGE>   22

AG ASSOCIATES



                            REPRESENTATIVE AGREEMENT

                                   AMENDMENT#1

THIS AMENDMENT TO THE INTERNATIONAL REPRESENTATIVE AGREEMENT: made and entered
into this 1st day of October, 1997, by and between:

AG Associates having its principal office at 4425 Fortran Drive, San Jose,
California, 95134, hereinafter referred to as "Company" and Silicon
International principal office at Suite 303, Four Seas Building, 208-212 Nathan
Road, Kowloon, Hong Kong hereinafter referred to as "Representative", agrees to
the modifications as follows:

1.     EXHIBIT "B", PRODUCTS REPRESENTED

               REPRESENTATIVE                        COMPANY

BY:

                                                 Derek R. Tomlinson

                                    Vice President of Sales & Marketing TITLE:

DATE:


<PAGE>   23

AG ASSOCIATES

REPRESENTATIVE AGREEMENT

            EXHIBIT "B"


                              PRODUCTS REPRESENTED
                               (Amended 10/1/96)


PRODUCT DESCRIPTION

1.  Heatpulse 610 Rapid Thermal Processor

2.  Heatpulse Refurbished Automatic Systems (when available)

3.  Heatpulse 41 OOS Rapid Thermal Processor

4.  Heatpulse 8108 Rapid Thermal Processor

5.  Heatpulse 8800 Rapid Thermal Processor

6.  AG Associates Next Generation RTP System scheduled to be released calendar Q
    1, '97

7.  Upgrades/Retrofits as follows:

        A.  Ceramic Shield Upgrade
        B.  ez-DTC Retrofit
        C.  High Throughput Package Upgrade
        D.  Performance Package Upgrade
        E.  8108 -> 8800 Upgrade
        F.  Any single order upgrade/retrofit -> $200,000