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EXHIBIT 10.28

INTEGRATED PACKAGING ASSEMBLY CORPORATION
NONSTATUTORY STOCK PLAN
Adopted December 2, 1997

       1.       Purposes of the Plan. The purposes of this Plan are to
attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees
and Consultants of the Company and its Subsidiaries and to promote the
success of the Company's business. Only nonstatutory stock options may
be granted under the Plan.

       2.       Definitions. As used herein, the following definitions shall
apply:

                (a)     "Administrator" means the Board or any of its
Committees appointed pursuant to Section 4 of the Plan.

                (b)     "Board" means the Board of Directors of the Company.

                (c)     "Code" means the Internal Revenue Code of 1986, as
amended.

                (d)     "Committee" means the Committee appointed by the Board
of Directors in accordance with paragraph (a) of Section 4 of the Plan.

                (e)     "Common Stock" means the Common Stock of the Company.

                (f)     "Company" means Integrated Packaging Assembly
Corporation, a Delaware corporation.

                (g)     "Consultant" means any person, including an advisor,
who is engaged by the Company or any parent, subsidiary or affiliate to
render services.

                (h)     "Continuous Status as an Employee or Consultant" means
the absence of any interruption or termination of service as an Employee
or Consultant. Continuous Status as an Employee or Consultant shall not
be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Company; (iv)
transfer between locations of the Company or between the Company, its
subsidiaries, successors or affiliates; or (V) change in status from
Employee to Consultant or Consultant to Employee.

                (i)     "Employee" means any person employed by the Company
or any parent, subsidiary or affiliate of Company other than any executive
officer of the Company within the meaning of Section 16 of the Exchange
Act. The payment of a director's fee by the Company shall not be
sufficient to constitute "employment" by the Company.

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                (j)     "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                (k)     "Fair Market Value" means, as of any date, the value
of Common Stock
determined as follows:

                (i)     If the Common Stock is listed on any established
stock exchange or a national market system including without limitation
the National Market of the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no
sales were reported), as quoted on such system or exchange, for the day
of determination as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

                (ii)    If the Common Stock is quoted on the NASDAQ
System (but not on the National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its
Fair Market Value shall be the mean between the high and low asked
prices for the Common Stock on the date of determination or;

                        (iii)   In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.

                (1)     "Option" means a nonstatutory stock option granted
pursuant to the Plan. Such option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

                (m)     "Optioned Stock" means the Common Stock subject to an
option.

                (n)     "Optionee" means an Employee or Consultant who
receives an Option.

                (o)     "Plan" means this Nonstatutory Stock Plan.

                (p)     "Share" means a share of the Common Stock, as adjusted
in accordance with Section 12 of the Plan.

       3.       Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of shares which may
be optioned and sold under the Plan is Two Hundred Fifty Thousand
(250,000) shares of Common Stock. The shares may be authorized, but
unissued, or reacquired Common Stock.

                If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares
which were subject thereto shall, unless the Plan shall have been
terminated, become available for future grant under the Plan.

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       4.       Administration of the Plan.

                (a)    Administration. The Plan shall be administered by (i)
the Board or (ii) a Committee designated by the Board, which Committee
shall be constituted to satisfy applicable laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the Committee
and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and remove
all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by applicable laws.

                (b)    Powers of the Administrator. Subject to the
provisions of the Plan and in the case of a Committee, the specific
duties delegated by the Board to such Committee, the Administrator shall
have the authority, in its discretion:

                      (i)     to determine the Fair Market Value of the Common
Stock;

                      (ii)    to select the Consultants and Employees to whom
Options may from time to time be granted hereunder;

                      (iii)   to determine whether and to what extent Options,
are granted hereunder;

                      (iv)    to determine the number of shares of Common
Stock to be covered by each such award granted hereunder;

                        (v)     to approve forms of agreement for use under
the Plan;

                        (vi)    to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder
(including, but not limited to, the share price and any restriction or
limitation, or any vesting acceleration or waiver of forfeiture
restrictions regarding any Option and/or the shares of Common Stock
relating thereto, based in each case on such factors as the
Administrator shall determine, in its sole discretion); to determine
whether and under what circumstances an Optionmay be settled in cash
under Section 9(e) instead of Common Stock;

                        (vii)   to determine whether, to what extent and under
what circumstances Common Stock and other amounts payable with respect
to an award under this Plan shall be deferred either automatically or at
the election of the participant (including providing for and determining
the amount, if any, of any deemed earnings on any deferred amount during
any deferral period); and

<PAGE>

                        (ix)    to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option shall have declined since the date
the Option was granted.

        (c)     Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final
and binding on all Optionees and any other holders of any Options.

        5.      Eligibility.

                (a)     Options may be granted to Employees or Consultants.

                (b)     The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship
with the Company, nor shall it interfere in any way with his right or
the Company's right to terminate his employment or consulting
relationship at any time, with or without cause.

        6.      Term of Plan. The Plan shall become effective upon
its adoption by the Board of Directors. It shall continue in effect until
terminated under Section 14 of the Plan.

        7.      Term of Option. The term of each Option shall be the
term, stated in the Option Agreement.

        8.      Option Exercise Price and Consideration

                (a)     The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is
determined by the Administrator.

                (b)     The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator and may consist entirely of (1)
cash,  (2) check,  (3) promissory note,  (4) other Shares which (x) in
the case of Shares acquired upon exercise of an Option either have been
owned by the Optionee for more than six months on the date of surrender
or were not acquired, directly or indirectly, from the Company, and OI)
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised,
(5) authorization from the Company to retain from the total number of
Shares as to which the Option is exercised that number of Shares having
a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (6)
by delivering an irrevocable subscription agreement for the Shares which
irrevocably obligates the option holder to take and pay for the Shares
not more than twelve months after the date of delivery of the
subscription agreement, (7) delivery of a properly executed exercise
notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan proceeds required
to pay the exercise price; (8) any combination of the foregoing methods
of payment, (9) or such other consideration and method of payment for
the issuance of Shares to the extent permitted under applicable laws.

<PAGE>

        9.      Exercise of Option.

                (a)     Procedure for Exercise: Rights as a Stockholder. Any
Option granted hereunder shall be exercisable at such times and under
such conditions as determined by the Board, including performance
criteria with respect to the Company and/or the Optionee, and as shall
be permissible under the terms of the Plan.

                        An Option may not be exercised for a fraction of a
Share.

                        An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with
the terms of the Option by the person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may, as
authorized by the Board, consist of any consideration and method of
payment allowable under Section 8(b) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly upon
exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 12 of the Plan.

                Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both
for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

                (b)    Termination of Employment. In the event of termination
of an Optionee's Continuous Status as an Employee or Consultant, such
Optionee may, but only within thirty (30) days (or within such other
period of time as is determined by the Board), after the date of such
termination (but in no event later than the expiration date of the term
of such Option as set forth in the Option Agreement), exercise his
Option to the extent that Optionee was entitled to exercise it at the
date of such termination. To the extent that Optionee was not entitled
to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

                (c)     Disability of Optionee. Notwithstanding the provisions
of Section 9(b) above, in the event of termination of an Optionee's
Continuous Status as an Employee or Consultant as a result of his total
and permanent disability (as defined in Section 22(e)(3) of the Code),
Optionee may, but only within twelve (12) months from the date of such
termination (but

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in no event later than the expiration date of the term of such Option as
set forth in the Option Agreement), exercise the Option to the extent
otherwise entitled to exercise it at the date of such termination. To
the extent that Optionee was not entitled to exercise the Option at the
date of termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall
terminate.

                (d)     Death of Optionee.  Notwithstanding the provisions of
Section 9(b) above, in the event of the death of an Optionee while
Optionee is an Employee or Consultant, the Option may be exercised at
any time within twelve (12) months following the date of death (but in
no event later than the expiration date of the term of such Option as
set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the Optionee was entitled to
exercise the Option at the date of death. To the extent that Optionee
was not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled
within the time specified herein, the Option shall terminate.

                (e)     Buyout Provisions. The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously
granted, based on such terms and conditions as the Administrator shall
establish and communicate to the Optionee at the time that such offer is
made .

        10.     Non-Transferability of Options. Unless otherwise provided
for by the Administrator, the Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

        11.     Stock Withholding to Satisfy Withholding Tax Obligations. At
the discretion of the Administrator, Optionees may satisfy withholding
obligations as provided in this paragraph. When an Optionee incurs tax
liability in connection with an Option, which tax liability is subject
to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an ---   amount required to be withheld
under applicable tax laws, the Optionee may satisfy the withholding tax
obligation by electing to have the Company withhold from the Shares to
be issued upon exercise of the Option, if any, that number of Shares
having a Fair Market Value equal to the amount required to be withheld.
The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined.

        12.     Adjustments Upon Changes in Capitalization. Merger or Asset
Sale. Subject to any required action by the stockholders of the Company,
the number of shares of Common Stock covered by each outstanding Option,
and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options have yet been granted
or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Common Stock covered by
each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock
resulting

<PAGE>

from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease
in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration. " Such adjustment shall
be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an Option.

        In the event of the proposed dissolution or liquidation of
the Company, the Board shall notify the Optionee at least fifteen (15)
days prior to such proposed action. To the extent it has not been
previously exercised, the Option will terminate immediately prior to the
consummation of such proposed action. In the event of a merger of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's assets, the Option shall be assumed
or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. In
the event that such successor corporation does not agree to assume the
Option or to substitute an equivalent option, the Board shall, in lieu
of such assumption or substitution, provide for the Optionee to have the
right to exercise the Option as to all of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. If the
Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger, the Board shall notify the
Optionee that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option will
terminate upon the expiration of such period.

        13.     Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date on which the Administrator makes
the determination granting such Option, or such other date as is
determined by the Board. Notice of the determination shall be given to
each Employee or Consultant to whom an Option is so granted within a
reasonable time after the date of such grant.

        14.     Amendment and Termination of the Plan.

                (a)     Amendment and Termination. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment,
alteration, suspension or discontinuation shall be made which would
impair the rights of any Optionee under any grant theretofore made,
without his or her consent.

                (b)     Effect of Amendment or Termination. Any such amendment
or termination of the Plan shall not affect Options already granted and
such Options shall remain in full force and effect as if this Plan had
not been amended or terminated, unless mutually agreed otherwise between
the Optionee and the Board, which agreement must be in writing and
signed by the Optionee and the Company.

<PAGE>

        15.     Conditions Upon Issuance of Shares. Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.

        As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at
the time of any such exercise that the Shares are being purchased only
for investment and without any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant
provisions of law.

        16.     Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.

                The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

        17.     Agreements. Options shall be evidenced by written agreements
in such form as the Board shall approve from time to time.


<PAGE>

NONSTATUTORY STOCK PLAN
STOCK OPTION AGREEMENT

        Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option Agreement.

1. NOTICE OF STOCK OPTION GRANT

 [Optionee's Name and Address]

        You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

        Grant Number
        Date of Grant
        Vesting Commencement Date
        Exercise Price per Share
        Total Number of Shares Granted
        Total Exercise Price
        Type of Option:                         Nonstatutory Stock Option
        Term/Expiration Date:

Vesting Schedule:

        Subject to the Optionee continuing to be an Employee or Consultant
on such dates, this Option shall vest and become exercisable in
accordance with the following schedule:

        [25% of the Shares subject to the Option shall vest twelve months
after the Vesting Commencement Date, and 1/48th of the Shares subject to
the Option shall vest at the end of each one-month period thereafter.]

Termination Period:

        This Option may be exercised for thirty days after Optionee ceases
to be an Employee or Consultant( or within such other period of time as
is determined by the Board). Upon the death or Disability of the
Optionee, this Option may be exercised for such longer period as
provided in the Plan. In no event shall this Option be exercised later
than the Term/Expiration Date as provided above.


II. AGREEMENT

        1.      Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant attached as
Part I of this Agreement (the "Optionee") an option (the "Option") to
purchase the number of Shares, as set forth in the Notice of Grant, at
the exercise price per share set forth in

<PAGE>

the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference.
Subject to Section 14(b) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall
prevail.

        2.      Exercise of Option

                (1)     Right to Exercise. This Option is exercisable during
its term in accordance with the Vesting Schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Option
Agreement.

                (2)     Method of Exercise. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being
exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions
of the Plan. The Exercise Notice shall be completed by the Optionee and
delivered to Chief Financial Officer. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.

                        No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with Applicable
Laws. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.

        3.      Method of Payment. Payment of the aggregate Exercise Price
shall be by any of the methods set forth in Section 8(b) of the Plan.

        4.      Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

        5.      Ten of Option. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of this Option
Agreement.

        6.      Tax Consequences. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set forth
below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUB~TECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                (1)     Exercising the Option. The Optionee may incur regular
federal income tax liability upon exercise of an NSO. The Optionee will
be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value
of the Exercised Shares on the date of exercise over their aggregate
Exercise Price. If the Optionee is an Employee or a former Employee, the
Company will be required to withhold from his or her compensation or
collect from Optionee and pay to the applicable taxing authorities an
amount in cash equal to a percentage of this compensation income at the
time of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at the time
of exercise.

<PAGE>

                (2)     Disposition of Shares. If the Optionee fields NSO
Shares for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax
purposes.

        7.      Entire Agreement. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety ail prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may
not be modified adversely to the Optionee's interest except by means of
a writing signed by the Company and Optionee.

        8.      NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR CONSULTANT AT THE
WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN E~RESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S
RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT
AT ANY TIME, WITH OR WITHOUT CAUSE.

        By your signature and the signature of the Company's
representative below, you and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement. Optionee
hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to
the Plan and Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below.

OPTIONEE:                       INTEGRATED PACKAGING ASSEMBLY CORPORATION

Signature: _________________            By:__________________________
Print Name:_____________                Title:_______________________

Address: __________________________


<PAGE>


EXHIBIT A
NONSTATUTORY STOCK PLAN
EXRCISE NOTICE


Alfred V. Larrenaga
Integrated Packaging Assembly Corporation
2221 Old Oakland Road
San Jose, CA 95131

        1.      Exercise of Option. Effective as of today, ________,
199_, the undersigned ("Purchaser") hereby elects to purchase
shares (the "Shares") of the Common Stock of Integrated Packaging
Assembly Corporation (the "Company") under and pursuant to the
Nonstatutory Stock Plan (the "Plan") and the Stock Option Agreement
dated _________, 199_ (the "Option Agreement"). The purchase price for
the Shares shall be $_____________, as required by the Option Agreement.

     2.         Delivery of Payment. Purchaser herewith delivers to the
Company the full purchase price for the Shares.

        3.      Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and
conditions.

        4.      Rights as Shareholder. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to
vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise
of the Option. The Shares so acquired shall be issued to the Optionee as
soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to
the date of issuance, except as provided in Section 13 of the Plan.

        5.      Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.

        6.      Entire Agreement. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the
Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified adversely
to the Purchaser's interest except by means of a writing signed by the
Company and Purchaser.

Submitted by:                   Accepted on ___________, 199_ by:

PURCHASER:                      INTEGRATED PACKAGMG ASSEMBLY CORPORATION

Signature:___________________   By:_________________________

Print Name:__________________           Title:______________________

Address:_____________________           Address: 2221 Old Oakland Road
                                               San Jose, CA 95131