THIS WARRANT ANND THE SECURITIES ISSUABLE UPON TRE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED~
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SEGLIUTIES LAWS OR
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.


                            No. I
           AMENDED AND RESTATED STOCK SUBSCRIPTION WARRANT

                To Purchase Common Stock of

      INTEGRATED PACKAGING ASSEMBLY CORPORATION (the "Company")

           DATE OF INITIAL ISSUAINCE: May 28,1998


     THIS CERTIFTES TRAT for value received , TRANSAMERICA BUSINESS CREDIT
CORPORATION its registered assigns (hereinafter called the "Holder") is
entitled to purchase from the Company, at any time during the Term of this
Warrant, One Hundred Seventy-One Thousand Four Hundred Twenty-Eight
(171,428) shares of common stock, $.00l par value, of the Company (the
"Common Stock"), at the Warrant Price, payable as provided herein. The
exercise of this Warrant shall be subject to the provisions, limitations and
restrictions herein contained, and may be exercised in whole or in part.

SECTION 1. Definitions.

     For all purposes of this Warrant, the following terms shall have the
meanings indicated:

     Common Stock- shall mean and include the Company's authorized Common
Stock, $.00l par value, as constituted at the date hereof.

     Exchange Act - shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     Securities Act - shall mean the Securities Act of 1933, as amended.

     Term of this Warrant - shall mean the period beginning on the date of
initial issuance hereof and ending at 5:00 p.m. (California time) on May 28,
2005.

     Warrant Price - $0.l236 per share, subject to adjustment in accordance
with Section 5 hereof.

     Warrants - this Warrant and any other Warrant or Warrants issued in
connection with a Commitment Letter dated April 20, 199S executed by the
Company and Transamerica Business Credit Corporation (the "Commitment
Letter") to the original holder of this Warrant, or any transferees from
such original holder or this Holder.

                                    Page 1

<PAGE>


     Warrant Shares - shares of Common Stock purchased or purchasable by the
Holder of this Warrant upon the exercise hereof.

SECTION 2.  Exercise of Warrant

      2.1.  Procedure for Exercise of Warrant. To exercise this Warrant in
whole or in part (but not as to any fractional share of Common Stock), the
Holder shall deliver to the Company at its office referred to in Section 12
hereof at any time and from time to time during the Term of this Warrant:
(i) the Notice of Exercise in the form attached hereto, (ii) cash, certified
or official bank check payable to the order of the Company or wire transfer
of funds to the Company's account (or any combination of any of the
foregoing) in the amount of the Warrant Price for each share being
purchased, and (lii) this Warrant. Notwithstanding any provisions herein to
the contrary, if the Current Market Price (as defined in Section 5) is
greater than the Warrant Price (at the date of calculation, as set forth
below), in lieu of exercising this Warrant as hereinabove permitted, the
Holder may elect to receive shares of Common Stock equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the office of the Company referred to in
Section 12 hereof, together with the Notice of Exercise, in which event the
Company shall issue to the Holder that number of shares of Common Stock
computed using the following formula:

       CS = WCS x (CMP - WP)
            ----------------
                 CMP
where

       CS   equals the number of shares of Common Stock to be issued to the
Holder

       WCS   equals the number of shares of Common Stock purchasable under
the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being exercised (at the date of such calculation)

       CMP   equals the Current Market Price (at the date of such
calculation)

       WP   equals the Warrant Price (as adjusted to the date of such
calculation)

In the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Common Stock so purchased,
registered in the name of the Holder or (subject to compliance with
applicable securities laws) such other name or names as may be designated by
the Holder, shall be delivered to the Holder hereof within a reasonable
time, not exceeding fifteen (15) days, after the rights represented by this
Warrant shall have been so exercised; and, unless this Warrant has expired,
a new Warrant representing the number of shares (except a remaining
fractional share), if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder hereof within such
time. The person in whose name any certificate for shares of Common Stock is
issued upon exercise of this Warrant shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the
Warrant was surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.

                                    Page 2

<PAGE>


     2.2.  Transfer Restriction Legend.  Each certificate for Warrant Shares
shall bear the following legend (and any additional legend required by (i)
any applicable state securities laws and (ii) any securities exchange upon
which such Warrant Shares may, at the time of such exercise, be listed) on
the face thereof unless at the time of exercise such Warrant Shares shall be
registered under the Securities
Act:

     "The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or
transferred in the absence of such registration or an exemption therefrom
under said Act.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution under a registration statement of the
securities represented thereby) shall also bear such legend unless, in the
opinion of counsel for the holder thereof (which counsel shall be reasonably
satisfactory to counsel for the Company) the securities represented thereby
are not, at such time, required by law to bear such legend.

SECTION 3.  Covenants as to Common Stock The Company covenants and agrees
that all shares of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable, and free from all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees
that it will pay when due and payable any and all federal and state taxes
(other than taxes on or measured by the net income of the Holder) which may
be payable in respect of the issue of this Warrant or any Common Stock or
certificates therefore issuable upon the exercise of this Warrant. The
Company further covenants and agrees that the Company will at all times have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented
by this Warrant. The Company further covenants and agrees that if any shares
of capital stock to be reserved for the purpose of the issuance of shares
upon the exercise of this Warrant require registration with or approval of
any governmental authority under any federal or state law before such shares
may be validly issued or delivered upon exercise, then the Company will in
good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be. If and so long as the Common
Stock issuable upon the exercise of this Warrant is listed on any national
securities exchange, the Company will, if permitted by the rules of such
exchange, list and keep listed on such exchange, upon official notice of
issuance, all shares of such Common Stock issuable upon exercise of this
Warrant.

SECTION 4. Adjustment of Number of Shares. Upon each adjustment of the
Warrant Price as provided in Section 5, the Holder shall thereafter be
entitled to purchase, at the Warrant Price resulting from such adjustment,
the number of shares (calculated to the nearest tenth of a share) obtained
by multiplying the Warrant Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment and dividing the product thereof by the Warrant
Price resulting from such adjustment.

SECTION 5. Adjustment of Warrant Price. The Warrant Price shall be subject
to adjustment from time to time as follows:

                                    Page 3

<PAGE>


     (i)  If, at any time during the Term of this Warrant, the number of
shares of Common Stock outstanding is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares of
Common Stock, then, following the record date fixed for the determination of
holders of Common Stock entitled to receive such stock dividend, subdivision
or split-up, the Warrant Price shall be appropriately decreased so that the
number of shares of Common Stock issuable upon the exercise hereof shall be
increased in proportion to such increase in outstanding shares.

     (ii)  If, at any time during the Term of this Warrant, the number of
shares of Common Stock outstanding is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date for such
combination, the Warrant Price shall appropriately increase so that the
number of shares of Common Stock issuable upon the exercise hereof shall be
decreased in proportion to such decrease in outstanding shares.

     (iii)  In case, at any time during the Term of this Warrant, the
Company shall declare a cash dividend upon its Common Stock payable
otherwise than out of earnings or earned surplus or shall distribute to
holders of its Common Stock shares of its capital stock (other than Common
Stock), stock or other securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends and distributions) or options or rights (excluding options to
purchase and rights to subscribe for Common Stock or other securities of the
Company convertible into or exchangeable for Common Stock), then, in each
such case, immediately following the record date fixed for the determination
of the holders of Common Stock entitled to receive such dividend or
distribution, the Warrant Price in effect thereafter shall be determined by
multiplying the Warrant Price in effect immediately prior to such record
date by a fraction of which the numerator shall be an amount equal to the
difference of (x) the Current Market Price of one share of Common Stock
minus (y) the fair market value (as determined by the Board of Directors 6f
the Company, whose determination shall be conclusive) of the stock,
securities, evidences of indebtedness, assets, options or rights so
distributed in respect of one share of Common Stock, and of which the
denominator shall be such Current Market Price.

     (iv)  All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-tenth (1/10) of a share, as the case may
be.

     (v)  For the purpose of any computation pursuant to this Section 5, the
Current Market Price at any date of one share of Common Stock shall be
deemed to be the average of the daily closing prices for the 15 consecutive
business days ending on the last business day before the day in question (as
adjusted for any stock dividend, split, combination or reclassification that
took effect during such 15 business day period). The closing price for each
day shall be the last reported sales price regular way or, in case no such
reported sales took place on such day, the average of the last reported bid
and asked prices regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading or as reported by Nasdaq (or if the Common Stock is not at the time
listed or admitted for trading on any such exchange or if prices of the
Comm9n Stock are not reported by Nasdaq then such price shall be equal to
the average of the last reported bid and asked prices on such day as
reported by The National Quotation Bureau Incorporated or any similar
reputable quotation and reporting service, if such quotation is not reported
by The National Quotation Bureau Incorporated); provided, however, that if
the Common Stock is not traded in such manner that the quotations referred
to in this clause (v) are available for the period required hereunder, the
Current Market Price shall be determined in good faith by the Board of
Directors of the Company or, if such determination cannot be made, by a
nationally recognized independent investment banking firm selected by the
Board of Directors of the Company (or if such selection cannot be made, by a
nationally recognized independent investment banking firm selected by the
American Arbitration Association in accordance with its rules).

                                    Page 4

<PAGE>


     (vi)  Whenever the Warrant Price shall be adjusted as provided in
Section 5, the Company shall prepare a statement showing the facts requiring
such adjustment and the Warrant Price that shall be ii, effect after such
adjustment. The Company shall cause a copy of such statement to be sent by
mail, first class postage prepaid, to each Holder of this Warrant at its,
his or her address appearing on the Company's records. where appropriate,
such copy may be given in advance and may be included as part of the notice
required to be mailed under the provisions of subsection (viii) of this
Section 5.

     (vii)  Adjustments made pursuant to clauses (i), (ii) and (iii) above
shall be made on the date such dividend, subdivision, split-up, combination
or distribution, as the case may be, is made, and shall become effective at
the opening of business on the business day next following the record date
for the determination of stockholders entitled to such dividend,
subdivision, split-up, combination' or distribution.

      (viii)  In the event the Company shall propose to take any action of
the types described in clauses (i), (ii), or (iii) of this Section 5, the
Company shall forward, at the same time and in the same manner, to the
Holder of this Warrant such notice, if any, which the Company shall give to
the holders of capital stock of the Company.

     (ix)  In any case in which the provisions of this Section 5 shall
require that an adjustment shall become effective immediately after a record
date for an event, the Company may defer until the occurrence of such event
issuing to the Holder of all or any part of this Warrant which is exercised
after such record date and before the occurrence of such event the
additional shares of capital stock issuable upon such exercise by reason of
the adjustment required by such event over and above the shares of capital
stock issuable upon such exercise before giving effect to such adjustment
exercise; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring
such adjustment.

SECTION 6.  Ownership.

     6.1.  Ownership of This Warrant. The Company may deem and treat the
person m whose name this Warrant is registered as the holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary until presentation of this Warrant for
registration of transfer as provided in this Section 6.

     6.2.  Transfer and Replacement. This Warrant and all rights hereunder
are transferable in whole or in part upon the books of the Company by the
Holder hereof in person or by duly authorized attorney, and a new Warrant or
Warrants, of the same tenor as this Warrant but registered in the name of
the transferee or transferees (and in the name of the Holder, if a partial
transfer is effected) shall be made and delivered by the Company upon
surrender of this Warrant duly endorsed, at the office of the Company
referred to in Section 12 hereof. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft or destruction, and, in
such case, of indemnity or security reasonably satisfactory to it, and upon
surrender of this Warrant if mutilated, the Company will make and deliver a
new Warrant of like tenor, in lieu of this Warrant; provided that if the
Holder hereof is an instrumentality of a state or local government or an
institutional holder or a nominee for such an instrumentality or

                                    Page 5

<PAGE>


institutional holder an irrevocable agreement of indemnity by such Holder
shall be sufficient for all purposes of this Section 6, and no evidence of
loss or theft or destruction shall be necessary. This Warrant shall be
promptly cancelled by the Company upon the surrender hereof in connection
with any transfer or replacement. Except as otherwise provided above, in the
case of the loss, theft or destruction of a Warrant, the Company shall pay
all expenses, taxes and other charges payable in connection with any
transfer or replacement of this Warrant, other than stock transfer taxes (if
any) payable in connection with a transfer of this Warrant, which shall be
payable by the Holder. Holder will not transfer this Warrant and the rights
hereunder except in compliance with federal and state securities laws which
shall be demonstrated to the reasonable satisfaction of the Company and its
legal counsel.

SECTION 7. Mergers, Consolidation, Sales. In the case of any proposed
consolidation or merger of the Company with another entity, or the proposed
sale of all or substantially all of its assets to another person or entity,
or any proposed reorganization or reclassification of the capital stock of
the Company, then, as a condition of such consolidation, merger, sale,
reorganization or reclassification, lawful and adequate provision shall be
made whereby the Holder of this Warrant shall thereafter have the right to
receive upon the basis and upon the terms and conditions specified herein,
in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable hereunder, such shares of stock, securities or
assets as may (by virtue of such consolidation, merger, sale, reorganization
or reclassification) be issued or payable with respect to or in exchange for
the number of shares of such Common Stock purchasable hereunder immediately
before such consolidation, merger, sale, reorganization or reclassification.
In any such case appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof shall thereafter be applicable as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of this Warrant.

SECTION 8. Notice of Dissolution or Liquidation. In case of any distribution
of the assets of the Company in dissolution or liquidation (except under
circumstances when the foregoing Section 7 shall be applicable), the Company
shall give notice thereof to the Holder hereof and shall make no
distribution to shareholders until the expiration of thirty (30) days from
the date of mailing of the aforesaid notice and, in any case, the Holder
hereof may exercise this Warrant within thirty (30) days from the date of
the giving of such notice, and all rights herein granted not so exercised
within such thirty-day period shall thereafter become null and void.

SECTION 9. Notice of Extraordinary Dividends. If the Board of Directors of
the Company shall declare any dividend or other distribution on its Common
Stock except out of earned surplus or by way of a stock dividend payable in
shares of its Common Stock, the Company shall mail notice thereof to the
Holder hereof not less than thirty (30) days prior to the record date fixed
for determining shareholders entitled to participate in such dividend or
other distribution, and the Holder hereof shall not participate in such
dividend or other distribution unless this Warrant is exercised prior to
such record date. The provisions of this Section 9 shall not apply to
distributions made in connection with transactions covered by Section 7.

SECTION 10. Fractional Shares. Fractional shares shall not be issued upon
the exercise of this Warrant but in any case where the Holder would, except
for the provisions of this Section 10, be entitled under the terms hereof to
receive a fractional share upon the complete exercise of this Warrant, the
Company shall, upon the exercise of this Warrant for the largest number of
whole shares then called for, pay a sum in cash equal to the excess of the
value of such fractional share (determined in such reasonable manner as may
be prescribed in good faith by the Board of Directors of the Company) over
the Warrant Price for such fractional share.

                                    Page 6

<PAGE>


SECTION 11. Special Arrangements of the Company. The Company covenants and
agrees that during the Term of this Warrant, unless otherwise approved by
the Holder of this Warrant:

     11.1.  Will Reserve Shares. The Company will reserve and set apart and
have available for issuance at all times, free from preemptive or other
preferential rights, the number of shares of authorized but unissued Common
Stock deliverable upon the exercise of this Warrant.

     11.2.  Will Not Amend Certificate.  The Company will not amend its
Certificate of Incorporation to eliminate as an authorized class of capital
stock that class denominated as "Common Stock" on the date hereof.

     11.3.  Will Bind Successors. This Warrant shall be binding upon any
corporation or other person or entity succeeding to the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets.

SECTION 12. Notices. Any notice or other document required or permitted to
be given or delivered to the Holder shall be delivered at, or sent by
certified or registered mail to, the Holder at Transamerica Technology
Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032,
Attention:
Assistant Vice President, Lease Administration, with a copy to the Lender at
Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois
60018, Attention: Legal Department or to such -~other address as shall have
been furnished to the Company in writing by the Holder. Any notice or other
document required or permitted to be given or delivered to the Company shall
be delivered at, or sent by certified or registered mail to, the Company at
2221 Oakland Road, , San Jose, California, 95131, Attention: Vice President
& Chief Financial Officer or to such other address as shall have been
furnished in writing to the Holder by the Company. Any notice so addressed
and mailed by registered or certified mail shall be deemed to be given when
so mailed. Any notice so addressed and otherwise delivered shall be deemed
to be given when actually received by the addressee.

SECTION 13. No Rights as Stockholder; Limitation of Liability. This Warrant
shall not entitle the Holder to any of the rights of a shareholder of the
Company except upon exercise in accordance with the terms hereof. No
provision hereof, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of the
Holder for the Warrant Price hereunder or as a shareholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

SECTION 14. Law Governing. THE VALIDITY, INTERPRETION, AND ENFORCEMENT OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF ILLINOIS WITHOUT OTVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.

SECTION 15. Miscellaneous. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by both parties (or any respective predecessor in interest thereof).
The headings in this Warrant are for purposes of reference only and shall
not affect the meaning or construction of any of the provisions hereof

                                    Page 7

<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer this _______ day of April, 1999.


                                INTEGRATED PACKAGING ASSEMBLY CORPORATION

[CORPORATE SEAL]
                                By: _________________________

                                Title: ______________________


                                    Page 8

<PAGE>


                      FORM OF NOTICE OF EXERCISE

            [To be signed only upon exercise of the Warrant]

               TO BE EXECUTED BY THE REGISTERED HOLDER
                  TO EXERCISE THE WITHIN WARRANT


The undersigned hereby exercises the right to purchase _________ shares of
Common Stock which the undersigned is entitled to purchase by the terms of
the within Warrant according to the conditions thereof, and herewith

[check one]

                 __ makes payment of $___________ therefore; or

                 __ directs the Company to issue _______ shares, and to
                    withhold _______ shares in lieu of payment of the
                    warrant Price, as described in Section 2.1 of the
                    Warrant.


All shares to be issued pursuant hereto shall be issued in the narne of and
the initial address of such person to be entered on the books of the Company
shall be:



The shares are to be issued in certificates of the following
denominations:

                      ________________________

                      [Type Name of Holder]

                      By: ______________________

                      Title: ___________________


Dated: ________________________


                                    Page 9

<PAGE>


                      FORM OF ASSIGNMENT
                          (ENTIRE)

        [To be signed only upon transfer of entire Warrant]

             TO BE EXECUTED BY THE REGISTERED HOLDER
                TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED __________________________ hereby sells, assigns and
transfers unto _______________________________ all rights of the undersigned
under and pursuant to the within Warrant, and the undersigned does hereby
irrevocably constitute and appoint _______________________________ Attorney
to transfer the said Warrant on the books of the Company, with full power of
substitution.


                              _____________________________

                              [Type Name of Holder]

                              By: __________________________

                              Title: _______________________


Dated: _____________________

NOTICE

     The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.


                                    Page 10

<PAGE>



                      FORM OF ASSIGNMENT
                          (PARTIAL)

       [To be signed only upon partial transfer of Warrant]

             TO BE EXECUTED BY THE REGISTERED HOLDER
                  TO TRANSFER THE WITHIN WARRANT


FOR VALUE RECETVED _____________________ hereby sells, assigns and transfers
unto _________________________________ (i) the rights of the undersigned to
purchase ___ shares of Common Stock under and pursuant to the within
Warrant, and (ii) on a non-exclusive basis, all other rights of the
undersigned under and pursuant to the within Warrant, it being understood
that the undersigned shall retain, severally (and not jointly) with the
transferee(s) named herein, all rights assigned on such non-exclusive basis.
The undersigned does hereby irrevocably constitute and appoint
__________________________ Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.


                            _______________________________

                            [Type Name of Holder]

                            By: ___________________________

                            Title: ________________________

Dated: _________________


NOTICE

The signature to the foregoing Assignment must correspond to the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                    Page 11