<PAGE>

EXHIBIT 10.30

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED ~HOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE STOCK

Corporation:    INTEGRATED PACKAGING ASSEMBLY CORPORATION,
                a Delaware corporation

Number of Shares: 10,000
Class of Stock: Common Initial Exercise
Price: $0.90 per share Issue
Date: December 31, 1997
Expiration Date: December 31, 2002

        THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00
and for other good and valuable consideration, SILICON VALLEY BANK
("Holder") is entitled to purchase the number of fully paid and
nonassessable shares of the class of securities (the "Shares") of the
corporation (the "Company") at the initial exercise price per Share (the
"Warrant Price") all as set forth above and as adjusted pursuant to
Article 2 of this Warrant, subject to the provisions and upon the terms
and conditions set forth of this Warrant.

ARTICLE 1.      EXERCISE.

        1.1     Method of Exercise.  Holder may exercise this Warrant by
delivering a duly executed Notice of Exercise in substantially the form
attached as Appendix 1 to the principal office of the Company. Unless
Holder is exercising the conversion right set forth in Section 1.2,
Holder shall also deliver to the Company a check for the aggregate
Warrant Price for the Shares being purchased.

        1.2     Conversion Right. In lieu of exercising this Warrant as
specified in Section 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by
dividing (a) the aggregate fair market value of the Shares or other
securities otherwise issuable upon exercise of this Warrant minus the
aggregate Warrant Price of such Shares by (b) the fair market value of
one Share. The fair market value of the Shares shall be determined
pursuant Section 1.3.

        1.3     Fair Market Value. If the Shares are traded in a public
market, the fair market value of the Shares shall be the closing price
of the Shares (or the closing price of the Company's stock into which
the Shares are convertible) reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company. If the
Shares are not traded in a public market, the Board of Directors of the
Company shall determine fair market value in its reasonable good faith
judgment. The foregoing notwithstanding, if Holder advises the Board of
Directors in writing that Holder disagrees with such determination, then
the Company and Holder shall promptly agree upon a reputable

<PAGE>

investment banking firm to undertake such valuation. If the valuation of
such investment banking firm is greater than that determined by the
Board of Directors, then all fees and expenses of such investment
banking firm shall be paid by the Company. In all other circumstances,
such fees and expenses shall be paid by Holder.

        1.4     Delivery of Certificate and New Warrant. Promptly after
Holder exercises or converts this Warrant, the Company shall deliver to
Holder certificates for the Shares acquired and, if this Warrant has not
been fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired.

        1.5     Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of
mutilation, or surrender and cancellation of this Warrant, the Company
at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of Like tenor.

        1.6     Repurchase on Sale, Merger, or Consolidation of the Company.

                1.6.1.  "Acquisition".  For the purpose of this Warrant,
"Acquisition" means any sale, license, or other disposition of all or
substantially all of the assets of the Company, or any reorganization,
consolidation, or merger of the Company where the holders of the
Company's securities before the transaction beneficially own less than
50% of the outstanding voting securities of the surviving entity after
the transaction.

                 1.6.2.          Assumption of Warrant.  Upon the closing of
any Acquisition the successor entity shall assume the obligations of this
Warrant, and this Warrant shall be exercisable for the same securities,
cash, and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares
were outstanding on the record date for the Acquisition and subsequent
closing. The Warrant Price shall be adjusted accordingly.

                 1.6.3.  Purchase Right. Notwithstanding the foregoing,
at the election of Holder, the Company shall purchase the unexercised
portion of this Warrant for cash upon the closing of any Acquisition for
an amount equal to (a) the fair market value of any consideration that
would have been received by Holder in consideration of the Shares had
Holder exercised the unexercised portion of this Warrant immediately
before the record date for determining the shareholders entitled to
participate in the proceeds of the Acquisition, less (b) the aggregate
Warrant Price of the Shares, but in no event less than zero.

ARTICLE 2.      ADTUSTMENTS TO THE SHARES.

        2.1     Stock Dividends, Splits, Etc. If the Company declares or
pays a dividend on its common stock (or the Shares if the Shares are
securities other than common stock) payable in common stock, or other
securities, subdivides the outstanding common stock into a greater
amount of common stock, or, if the Shares are securities other than
common stock, subdivides the Shares in a transaction that increases the
amount of common stock into which the Shares are convertible, then upon
exercise of this Warrant, for each Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of

<PAGE>

securities to which Holder would have been entitled had Holder owned the
Shares of record as of the date the dividend or subdivision occurred.

        2.2     Reclassification, Exchange or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in
a change of the number and/or class of the securities issuable upon
exercise or conversion of this Warrant, Holder shall be entitled to
receive, upon exercise or conversion of this Warrant, the number and
kind of securities and property that Holder would have received for the
Shares if this Warrant had been exercised immediately before such
reclassification, exchange, substitution, or other event. Such an event
shall include any automatic conversion of the outstanding or issuable
securities of the Company of the same class or series as the Shares to
common stock pursuant to the terms of the Company's Certificate of
Incorporation upon the closing of a registered public offering of the
Company's common stock. The Company or its successor shall promptly
issue to Holder a new Warrant for such new securities or other property.
The new Warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant
Price and to the number of securities or property issuable upon exercise
of the new Warrant. The provisions of this Section 2.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or
other events.

        2.3     Adjustments for Combinations, Etc. If the outstanding Shares
are combined or consolidated, by reclassification or otherwise, into a
lesser number of shares, the Warrant Price shall be proportionately
increased.

        2.4     Adjustments for Diluting Issuances. The Warrant Price and
the number of Shares issuable upon exercise of this Warrant or, if the
Shares are Preferred Stock, the number of shares of common stock
issuable upon conversion of the Shares, shall be subject to adjustment,
from time to time in the manner set forth on Exhibit A in the event of
Diluting Issuances (as defined on Exhibit A).

        2.5     No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed under this
Warrant by the Company, but shall at all times in good faith assist in
carrying out of all the provisions of this Article 2 and in taking all
such action as may be necessary or appropriate to protect Holder's
rights under this Article against impairment. If the Company takes any
action affecting the Shares or its common stock other than as described
above that adversely affects Holder's rights under this Warrant, the
Warrant Price shall be adjusted downward and the number of Shares
issuable upon exercise of this Warrant shall be adjusted upward in such
a manner that the aggregate Warrant Price of this Warrant is unchanged.

        2.6     Fractional Shares. No fractional Shares shall be issuable
upon exercise or conversion of the Warrant and the number of Shares to
be issued shall be rounded down to the nearest whole Share. If a
fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by
paying Holder amount computed by multiplying the fractional interest by
the fair market value of a full Share.

<PAGE>

        2.7     Certificate as to Adjustments. Upon each adjustment of the
Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such
adjustment is based. The Company shall, upon written request, furnish
Holder a certificate setting forth the Warrant Price in effect upon the
date thereof and the series of adjustments leading to such Warrant
Price.

ARTICLE 3.      REPRESENTATIONSAND COVENANTS OF THE COMPANY.

        3.1     Representations and Warranties. The Company hereby
represents and warrants to the Holder that all Shares which may be
issued upon the exercise of the purchase right represented by this
Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully
paid and nonassessable, and free of any Liens and encumbrances except
for restrictions on transfer provided for herein or under applicable
federal and state securities laws.

        3.2     Notice of Certain Events. If the Company proposes at any
time (a) to declare any dividend or distribution upon its common stock,
whether in cash, property, stock, or other securities and whether or not
a regular cash dividend; (b) to offer for subscription pro rata to the
holders of any class or series of its stock any additional shares of
stock of any class or series or other rights; (c) to effect any
reclassification or recapitalization of common stock; (d) to merge or
consolidate with or into any other corporation, or sell, lease, license,
or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the
company's securities for cash, then, in connection with each such event,
the Company shall give Holder (1) at least 20 days prior written notice
of the date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the date on which
the holders of common stock will be entitled thereto) or for determining
rights to vote, if any, in respect of the matters referred to in (c) and
(d) above; (2) in the case of the matters referred to in (c) and (d)
above at least 20 days prior written notice of the date when the same
will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or
other property deliverable upon the occurrence of such event); and (3)
in the case of the matter referred to in (e) above, the same notice as
is given to the holders of such registration rights.

        3.3     Information Rights. So long as the Holder holds this
Warrant and/or any of the Shares, the Company shall deliver to the Holder
(a) promptly after mailing, copies of all notices or other written
communications to the shareholders of the Company, (b) within five (5)
days of filing, copies of all reports on Form 10-K, 10-Q and 8K filed
with the Securities and Exchange Commission; and (c) within forty-five
(45) days after the end of each of the first three quarters of each
fiscal year, the Company's quarterly, unaudited financial statements.

ARTICLE 4.      MISCELLANEOUS.

        4.1     Term; Notice of Expiration. This Warrant is exercisable, in
whole or in part, at any time and from time to time on or before the
Expiration Date set forth above. The Company shall give Holder written
notice of Holder's right to exercise this Warrant in the

<PAGE>

form attached as Appendix 2 not more than 90 days and not less than 30
days before the Expiration Date. If the notice is not so given, the
Expiration Date shall automatically be extended until 30 days after the
date the Company delivers the notice to Holder.

        4.2     Legends. This Warrant and the Shares (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITlES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO
RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

        4.3     Compliance with Securities Laws on Transfer. This Warrant
and the Shares issuable upon exercise this Warrant (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any)
may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the
delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, as reasonably requested by the
Company). The Company shall not require Holder to provide an opinion of
counsel if the transfer is to an affiliate of Holder or if there is no
material question as to the availability of current information as
referenced in Rule 14Q(c), Holder represents that it has complied with
Rule 144(d) and (e) in reasonable detail, the selling broker represents
that it has complied with Rule 144(f), and the Company is provided with
a copy of Holder's notice of proposed sale.

        4.4     Transfer Procedure. Subject to the provisions of Section
4.2, Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) by giving
the Company notice of the portion of the Warrant being transferred
setting forth the name, address and taxpayer identification number of
the transferee and surrendering this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable). Unless the
Company is filing financial information with the SEC pursuant to the
Securities Exchange Act of 1934, the Company shall have the right to
refuse to transfer any portion of this Warrant to any person who
directly competes with the Company.

        4.5     Notices. All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and
effective when given personally or mailed by first-class registered or
certified mail, postage prepaid, at such address as may have been
furnished to the Company or the Holder, as the case may be, in writing
by the Company or such holder from time to time.

        4.6     Waiver. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed
by the party against which enforcement of such change, waiver, discharge
or termination is sought.

<PAGE>

        4.7     Attorneys Fees. In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other
party all reasonable costs incurred in such dispute, including
reasonable attorneys' fees.

        4.8     Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of California,
without giving effect to its principles regarding conflicts of law.

                                        "COMPANY"

                               INTEGRATED PACKAGING ASSEMBLY CORPORATION

                               By ______________________________

                               Name ____________________________
                                           (Print)

                               Title: Chairman of the Board, President,
                                      or Vice President


                               By /s/ Alfred V. Larrenaga

                               Name   ALFRED V. LARRENAGA
                                          (Print)

                               Title: Chief Financial Officer

<PAGE>

APPENDIX 1

NOTICE OF EXERCISE

        1.      The undersigned hereby elects to purchase ________ shares
of the Common Stock of _____________________ pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of
such shares in full.

        1.      The undersigned hereby elects to convert the attached
Warrant into Shares in the manner specified in the Warrant. This
conversion is exercised with respect to _________ of the Shares covered
by the Warrant.

        {Strike paragraph that does not apply.}

        2.      Please issue a certificate or certificates representing
said shares in the name of the undersigned or in such other name as is
specified below:

                        ________________________________
                                (Name)

                        ________________________________

                        ________________________________
                                (Address)

        3.      The undersigned represents it is acquiring the shares
solely for its own account and not as a nominee for any other party and not
with a view toward the resale or distribution thereof except in
compliance with applicable securities laws.

 _________________________________________
             (Signature)


____________________
        (Date)

<PAGE>


APPENDIX 2

Notice that Warrant Is About to Expire

                                                ,


(Name of Holder)

(Address of Holder)

Attn: Chief Financial Officer

Dear: ________________________

        This is to advise you that the Warrant issued to you described
below will expire on _____              , 199_.

        Issuer:

        Issue Date:                             December 31, 1997

        Class of Security Issuable:     Common

        Exercise Price per Share:       $0.90

        Number of Shares Issuable:      10,000

        Procedure for Exercise:


        Please contact [name of contact person at (phone number)l with any
questions you may have concerning exercise of the Warrant. This is your
only notice of pending expiration.


                                        ___________________________
                                        (Name of Issuer)

                                        ___________________________
                                        By
                                        ___________________________
                                        Its

<PAGE>

EXHIBTT A

Anti-Dilution Provisions

        In the event of the issuance (a "Diluting Issuance") by the
Company, after the Issue Date of the Warrant, of securities at a price
per share less than the Warrant Price, the number of Shares issuable
upon exercise of the Warrant shall be adjusted as a result of Diluting
Issuances in accordance with the Anti-Dilution Agreement between Company
and Holder dated as of the date hereof.

        Under no circumstances shall the aggregate Warrant Price payable
by the Holder upon exercise of the Warrant increase as a result of any
adjustment arising from a Diluting Issuance.

<PAGE>

SILICON VALLEY BANK
ANTIDILUTION AGREEMENT

        THIS ANTIDILUTION AGREEMENT is entered into as of December 31,
1997, by and between Silicon Valley Bank ("Purchaser") and the Company
whose name appears on the last page of this Antidilution Agreement.

RECITALS

        A.      Concurrently with the execution of this Antidilution
Agreement, the Purchaser is purchasing from the Company a Warrant to
Purchase Stock (the 'Warrant') pursuant to which Purchaser has the right
to acquire from the Company the Shares (as defined in the Warrant).

        B.      By this Antidilution Agreement, the Purchaser and the
Company desire to set forth the adjustment in the number of Shares
issuable upon exercise of the Warrant as a result of a Diluting Issuance
(as defined in Exhibit A to the Warrant).

        C.      Capitalized terms used herein shall have the same meaning
as set forth in the Warrant.

                NOW, THEREFORE, in consideration of the mutual promises,
covenants and conditions hereinafter set forth, the parties hereto
mutually agree as follows:

                1.      Definitions.  As used in this Antidilution
Agreement the following terms have the following respective meanings:

                        (a)     "Option" means any right, option, or
warrant to subscribe for, purchase, or otherwise acquire common stock or
Convertible Securities.

                        (b)     "Convertible Securities" means any evidences
of indebtedness, shares of stock, or other securities directly or
indirectly convertible into or exchangeable for common stock.

                        (c)     "Issue" means to grant, issue, sell,
assume, or fix a record date for determining persons entitled to receive,
any security (including Options), whichever of the foregoing is the first
to occur.
                        (d)     "Additional Common Shares" means all
common stock (including reissued shares) issued (or deemed to be issued
pursuant to Section 2) after the date of the Warrant. Additional Common
Shares does not include, however, any common stock issued in a
transaction described in Sections 2.1 and 2.2 of the Warrant; any common
stock Issued upon conversion of preferred stock outstanding on the date
of the Warrant; the Shares; or common stock Issued as incentive or in a
nonfinancing transaction to employees, officers, directors, banks,
lenders, equipment lessors, or consultants to the Company.

                        (e)     The shares of common stock ultimately
Issuable upon exercise of an Option (including the shares of common stock
ultimately Issuable upon conversion or exercise of a Convertible
Security Issuable pursuant to an Option) are deemed to be Issued when
the Option is Issued. The shares of common stock ultimately Issuable
upon conversion or exercise of a Convertible Security (other than a
Convertible Security Issued pursuant to an Option) shall be deemed
Issued upon Issuance of the Convertible Security.

                2.      Deemed Issuance of Additional Common Shares.  The
shares of common stock ultimately Issuable upon exercise of an Option
(including the shares of common stock ultimately Issuable upon
conversion or exercise of a Convertible Security Issuable pursuant to an
Option) are

<PAGE>

deemed to be Issued when the Option is Issued. The shares of common
stock ultimately Issuable upon conversion or exercise of a Convertible
Security (other than a Convertible Security Issued pursuant to an
Option) shall be deemed Issued upon Issuance of the Convertible
Security. The maximum amount of common stock Issuable is determined
without regard to any future adjustments permitted under the instrument
creating the Options or Convertible Securities.

                3.      Adjustment of Warrant Price for Diluting: Issuances

                        3.1     Weighted Average Adjustment. If the Company
Issues Additional Common Shares after the date of the Warrant and the
consideration per Additional Common Share (determined pursuant to
Section 9) is less than the Warrant Price in effect immediately before
such Issue, the Warrant Price in effect immediately before such Issue
shall be reduced, concurrently with such Issue, to a price (calculated
to the nearest hundredth of a cent) determined by multiplying the
Warrant Price by a fraction:

                        (a)     the numerator of which is the amount of
common stock outstanding immediately before such Issue plus the amount
of common stock that the aggregate consideration received by the Company
for the Additional Common Shares would purchase at the Warrant Price in
effect immediately before such Issue, and

                        (b)     the denominator of which is the amount of
common stock outstanding immediately before such Issue plus the number
of such Additional Common Shares.

                         3.2     Adjustment of Number of Shares. Upon each
adjustment of the Warrant Price, the number of Shares issuable upon
exercise of the Warrant shall be increased to equal the quotient
obtained by dividing (a) the product resulting from multiplying (i) the
number of Shares issuable upon exercise of the Warrant and (ii) the
Warrant Price, in each case as in effect immediately before such
adjustment, by (b) the adjusted Warrant Price.

                         3.3     Securities Deemed Outstanding. For the
purpose of this Section 3,all securities issuable upon exercise of any
outstanding Convertible Securities or Options, warrants, or other rights
to acquire securities of the Company shall be deemed to be outstanding.

        4.      No Adjustment for Issuances Following Deemed
Issuances. No adjustment to the Warrant Price shall be made upon the
exercise of Options or conversion of Convertible Securities.

        5.      Adjustment Following: Changes in Terms of Options or
Convertible Securities. If the consideration payable to, or the amount
of common stock Issuable by, the Company increases or decreases,
respectively, pursuant to the terms of any outstanding Options or
Convertible Securities, the Warrant Price shall be recomputed to reflect
such increase or decrease. The recomputation shall be made as of the
time of the Issuance of the Options or Convertible Securities. Any
changes in the Warrant Price that occurred after such Issuance because
other Additional Common Shares were Issued or deemed Issued shall also
be recomputed.

        6.      Recomputation Upon Expiration of Options or
Convertible Securities. The Warrant Price computed upon the original
Issue of any Options or Convertible Securities, and any subsequent
adjustments based thereon, shall be recomputed when any Options or
rights of conversion under Convertible Securities expire without having
been exercised. In the case of Convertible Securities or Options for
common stock, the Warrant Price shall be recomputed as if the only
Additional Common Shares Issued were the shares of common stock actually
Issued upon the exercise of such securities, if any, and as if the only
consideration received therefor was the consideration actually received
upon the Issue, exercise or conversion of the Options or Convertible
Securities. In the case of Options for Convertible Securities, the
Warrant Price shall be recomputed as if the only Convertible Securities
Issued were the Convertible Securities actually Issued upon the exercise
thereof, if any, and as if the

<PAGE>

only consideration received therefor was the consideration actually
received by the Company (determined pursuant to Section 9), if any, upon
the Issue of the Options for the Convertible Securities.

        7.      Limit on Readjustments. No readjustment of the Warrant
Price pursuant to Sections 5 or 6 shall increase the Warrant Price more
than the amount of any decrease made in respect of the Issue of any
Options or Convertible Securities.

        8.      30 Day Options. In the case of any Options that expire
by their terms not more than 30 days after the date of Issue thereof, no
adjustment of the Warrant Price shall be made until the expiration or
exercise of all such Options.

        9.      Computation of Consideration. The consideration
received by the Company for the Issue of any Additional Common Shares
shall be computed as follows:

                (a)     Cash shall be valued at the amount of cash
received by the Corporation, excluding amounts paid or payable for
accrued interest or accrued dividends.

                (b)     Property. Property other than cash shall be
computed at the fair market value thereof at the time of the Issue as
determined in good faith by the Board of Directors of the Company.

                (c)     Mixed Consideration. The consideration for
Additional Common Shares Issued together with other property of the
Company for consideration that covers both shall be determined in good
faith by the Board of Directors.

                (d)     Options and Convertible Securities. The
consideration per Additional Common Share for Options and Convertible
Securities shall be determined by dividing:

                        (i)     the total amount, if any, received or
receivable by the Company for the Issue of the Options or Convertible
Securities, plus the minimum amount of additional consideration (as set
forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such
consideration) payable to the Company upon exercise of the Options or
conversion of the Convertible Securities, by

                        (ii)    the maximum amount of common stock (as set
forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such number)
ultimately Issuable upon the exercise of such Options or the conversion
of such Convertible Securities.

        10.     General.

                10.1    Governing: Law. This Antidilution Agreement
shall be governed in all respects by the laws of the State of California
as such laws are applied to agreements between California residents
entered into and to be performed entirely within California.

                10.2    Successors and Assigns. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.

                10.3    Entire Agreement. Except as set forth below,
this Antidilution Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof.

                10.4    Notices, etc. All notices and other
communications required or permitted hereunder shall be in writing and
shall be mailed by first class mail, postage prepaid, certified or

<PAGE>

registered mail, return receipt requested, addressed (a) if to Purchaser
at Purchaser's address as set forth below, or at such other address as
Purchaser shall have furnished to the Company in writing, or (b) if to
the Company, at the Companies address set forth below, or at such other
address as the Company shall have furnished to the Purchaser in writing.

                10.5    Severability. In case any provision of this
Antidilution Agreement shall be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions of
this Antidilution Agreement shall not in any way be affected or impaired
thereby.

                10.6    Titles and Subtitles.  The titles of the
sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this
Antidilution Agreement.

                10.7    Counterparts. This Antidilution Agreement may be
executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.

PURCHASER                                       COMPANY

SILICON VALLEY BANK                     INTEGRATED PACKAGING ASSEMBLY
                                                CORPORATION


By:     /s/ Michael J. Rose             By:     /s/ Alfred V. Larrenaga
        ------------------------                -------------------------

Name:   MICHAEL J. ROSE                 Name:   ALFRED V. LARRENAGA
        ------------------------                -------------------------

Title:  VICE PRESIDENT          Title:  VICE PRESIDENT
        ------------------------                -------------------------

Address: 3003 Tasman Drive              Address: 2221 Old Oakland Road
         Santa Clara, CA 95054                   San Jose, CA  95131-1402