EXHIBIT 10.26


                       Silicon Valley Financial Services			
                       A Division of Silicon Valley Bank
                               3003 Tasman Drive
                            Santa Clara, Ca. 95054
                     (408)  654-1000 - Fax (408) 980-6410


                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

     This Accounts Receivable Purchase Agreement (the "Agreement") is made 
on this Nineth day of October 1998, by and between Silicon Valley Financial 
Services (a division of Silicon Valley Bank) ("Buyer") having a place of 
business at  the address specified above and Integrated Packaging Assembly 
Corporation, a California corporation, ("Seller") having its principal place 
of business and chief executive office at

                 Street Address:         2221 Old Oakland Road
                           City:         San Jose
                         County:         Santa Clara
                          State:         California
                       Zip code:         95131
                          Phone:         408/321-3600

1.   Definitions.  When used herein, the following terms shall have the 
following meanings.
     1.1. "Account Balance" shall mean, on any given day, the gross amount 
of all Purchased Receivables unpaid on that day.
     1.2. "Account Debtor" shall have the meaning set forth in the 
California Uniform Commercial Code and shall include any person liable on 
any Purchased Receivable, including without limitation, any guarantor of the 
Purchased Receivable and any issuer of a letter of credit or banker's 
acceptance.
     1.3. "Adjustments" shall mean all discounts, allowances, returns,
disputes, counterclaims, offsets, defenses, rights of recoupment, rights of 
return, warranty claims, or short payments, asserted by or on behalf of any 
Account Debtor with respect to any Purchased Receivable.
     1.4. "Administrative Fee" shall have the meaning as set forth in 
Section 3.3 hereof.
     1.5. "Advance" shall have the meaning set forth in Section 2.2 hereof. 
     1.6. "Collateral" shall have the meaning set forth in Section 8 
hereof.
     1.7. "Collections" shall mean all good funds received by Buyer from 
or on behalf of an Account Debtor with respect to 
	Purchased Receivables.
     1.8   "Compliance Certificate" shall mean a certificate, in a form 
provided by  Buyer to Seller, which  contains the certification of the chief  
financial officer of Seller that, among other things,  the representations 
and warranties set forth in this Agreement are true and correct  as of the 
date such  certificate is delivered.

                                     Page 1

<PAGE>

  
     1.9. "Event of Default" shall have the meaning set forth in Section 9 
hereof.
     1.10. "Finance Charges" shall have the meaning set forth in Section 
3.2 hereof.
     1.11. "Invoice Transmittal" shall mean a writing signed by an 
authorized representative of Seller which accurately identifies the 
receivables which Buyer, at its election, may purchase, and includes for 
each such receivable the correct amount owed by the Account Debtor, the name 
and address of the Account Debtor, the invoice number, the invoice date and 
the account code.
     1.12. "Obligations" shall mean all advances, financial accommodations, 
liabilities, obligations, covenants and duties owing, arising, due or 
payable by Seller to Buyer of any kind or nature, present or future, arising 
under or in connection with this Agreement or under any other document, 
instrument or agreement, whether or not evidenced by any note, guarantee or 
other instrument, whether arising on account or by overdraft, whether direct 
or indirect (including those acquired by assignment) absolute or contingent, 
primary or secondary, due or to become due, now owing or hereafter arising, 
and however acquired; including, without limitation, all Advances, Finance 
Charges, Administrative Fees, interest, Repurchase Amounts, fees, expenses,  
professional fees and  attorneys. fees and any other sums chargeable to 
Seller hereunder or otherwise.
     1.13. "Purchased Receivables" shall mean all those accounts,  
receivables, chattel paper, instruments, contract rights, documents, general 
intangibles, letters of credit, drafts, bankers acceptances, and rights to 
payment, and all proceeds thereof (all of the foregoing being referred to as 
"receivables"), arising out of the invoices and other agreements identified 
on or delivered with any Invoice Transmittal delivered by Seller to Buyer 
which Buyer elects to purchase and for which Buyer makes an Advance.
     1.14. "Refund" shall have the meaning set forth in Section 3.5 hereof.
     1.15. "Reserve" shall have the meaning set forth in Section 2.4 
hereof.
     1.16. "Repurchase Amount" shall have the meaning set forth in Section 
4.2 hereof.
     1.17. "Reconciliation Date" shall mean the last calendar day of each 
Reconciliation Period.
     1.18. "Reconciliation Period" shall mean each calendar month of every 
year.

2.   Purchase and Sale of Receivables.

     2.1.  Offer to Sell Receivables.  During the term hereof, and provided 
that there does not then exist any Event of Default or any event that with 
notice, lapse of time or otherwise would constitute an Event of Default, 
Seller may request that Buyer purchase receivables and Buyer may, in its 
sole discretion, elect to purchase receivables.  Seller shall deliver to 
Buyer an Invoice Transmittal with respect to any receivable for which a 
request for purchase is made.  An authorized representative of Seller shall 
sign each Invoice Transmittal delivered to Buyer.  Buyer shall be entitled 
to rely on all the information provided by Seller to Buyer on or with the 
Invoice Transmittal and to rely on the signature on any Invoice Transmittal 
as an authorized signature of Seller.

                                     Page 2

<PAGE>


     2.2.  Acceptance of Receivables.  Buyer shall have no obligation to 
purchase any receivable listed on an Invoice Transmittal.  Buyer may 
exercise its sole discretion in approving the credit of each Account Debtor 
before buying any receivable.  Upon acceptance by Buyer of all or any of the 
receivables described on any Invoice Transmittal, Buyer shall pay to Seller 
80 (%) percent of the face amount of each receivable Buyer desires to 
purchase.  Such payment shall be the "Advance" with respect to such 
receivable.  Buyer may, from time to time, in its sole discretion, change 
the percentage of the Advance.  Upon Buyer's acceptance of the receivable 
and payment to Seller of the Advance, the receivable shall become a 
"Purchased Receivable".  It shall be a condition to each Advance that  (i) 
all of  the representations and warranties  set forth in Section  6 of this 
Agreement be true and correct on and as of the date of the related Invoice 
Transmittal and on and as of the date of such Advance as though made at 
and as of each such date, and  (ii) no Event of Default or any event or 
condition that with notice, lapse of time or otherwise would constitute an 
Event of Default shall have occurred and be continuing, or would result from 
such Advance.   Notwithstanding the foregoing, in no event shall the 
aggregate amount of all Purchased Receivables outstanding at any time exceed 
Three Million Five Hundred Thousand and No/100***** Dollars ($3,500,000.00).  

     2.3.  Effectiveness of Sale to Buyer.  Effective upon Buyer's payment 
of an Advance, and for and in consideration therefor and in consideration of 
the covenants of this Agreement, Seller hereby absolutely sells, transfers 
and assigns to Buyer, all of Seller's right, title and interest in and to 
each Purchased Receivable and all monies due or which may become due on or 
with respect to such Purchased Receivable.  Buyer shall be the absolute 
owner of each Purchased Receivable.  Buyer shall have, with respect to any 
goods related to the Purchased Receivable, all the rights and remedies of an 
unpaid seller under the California Uniform Commercial Code and other 
applicable law, including the rights of replevin, claim and delivery, 
reclamation and stoppage in transit.

     2.4.  Establishment of a Reserve.  Upon the purchase by Buyer of each 
Purchased Receivable, Buyer shall establish a reserve.  The reserve shall be 
the amount by which the face amount of the Purchased Receivable exceeds the 
Advance on that Purchased Receivable (the "Reserve"); provided, the Reserve 
with respect to all Purchased Receivables outstanding at any one time shall 
be an amount not less than 20 (%) percent of the Account Balance at that 
time and may be set at a higher percentage at Buyer's sole discretion.  The 
reserve shall be a book balance maintained on the records of Buyer and shall 
not be a segregated fund.

3.   Collections, Charges and Remittances.

     3.1.  Collections.  Upon receipt by Buyer of Collections, Buyer shall 
promptly credit such Collections to Seller's Account Balance on a daily 
basis; provided, that if Seller is in default under this Agreement, Buyer 
shall apply all Collections to Seller's Obligations hereunder in such order 
and manner as Buyer may determine.  If an item of collection is not honored 
or Buyer does not receive good funds for any reason, the amount shall be 
included in the Account Balance as if the Collections had not been received 
and Finance Charges under Section 3.2 shall accrue thereon.

     3.2.  Finance Charges.  On each Reconciliation Date Seller shall pay to 
Buyer a finance charge in an amount equal to (a) 
1.50 (%) percent per month of the average daily Account Balance outstanding 
during the applicable Reconciliation Period, and (b) an additional .25 (%) 
percent per month effective December 1, 1998 (the "Finance Charges").  Buyer 
shall deduct the accrued Finance Charges from the Reserve as set forth in 
Section 3.5 below.

                                     Page 3

<PAGE>



     3.1   Administrative Fee.  On each Reconciliation Date Seller shall pay 
to Buyer an Administrative Fee equal to (a) .50 (%) percent of the face 
amount of each Purchased Receivable first purchased during that 
Reconciliation Period, and (b) an additional .25 (%) percent of the face 
amount of each  Purchased Receivable effective December 1, 1998 (the 
"Administrative Fee").  Buyer shall deduct the Administrative Fee from the 
Reserve as set forth in Section 3.5 below.

          3.1.1  Success Fee.  In the event of a sale of all or 
substantially all of the assets or stock of Integrated Packaging Assembly 
Corporation, Integrated Packaging Assembly Corporation or its successor or 
acquirer shall, on or before the date of closing of such sale, pay to SVFS a 
fee equal to the following:
(A)  .50 (%) percent of the amount of line if sale occurs on 
or before November 16, 1998.
                 (B)  1.00 (%) percent of the amount of line if sales occurs 
on or before December 18, 1998, and 2.00 (%) percent of the amount of line 
thereafter.

     3.4.  Accounting.  Buyer shall prepare and send to Seller after the 
close of business for each Reconciliation Period, an accounting  of the 
transactions for that Reconciliation Period, including the amount of all 
Purchased Receivables,  all Collections, Adjustments, Finance Charges, and 
the Administrative Fee.  The accounting shall be deemed correct and 
conclusive unless Seller makes written objection to Buyer within thirty (30) 
days after the Buyer mails the accounting to Seller.

     3.5.  Refund to Seller.  Provided that there does not then exist an 
Event of Default or any event or condition that with notice, lapse of time 
or otherwise would constitute an Event of Default, Buyer shall refund to 
Seller by check after the Reconciliation Date, the amount, if any, which 
Buyer owes to Seller at the end of the Reconciliation Period according to 
the accounting prepared by Buyer for that Reconciliation Period (the 
"Refund").  The Refund shall be an amount equal to:
(A)  (1)  the Reserve as of the beginning of that Reconciliation
                Period, plus
               (2)  the Reserve created for each Purchased Receivable 
purchased during that Reconciliation Period, minus
(B)  The total for that Reconciliation Period of
               (1)  the Administrative Fee;
               (2)  Finance Charges;
               (3)  Adjustments;
               (4)  Repurchase Amounts, to the extent Buyer has agreed to 
accept payment thereof by deduction from                  	              
the Refund;
               (5)  the Reserve for the Account Balance as of the first day 
of the following Reconciliation Period in the minimum percentage set forth 
in Section 2.4 hereof; and 
               (6)  all amounts due, including professional fees and 
expenses, as set forth in Section 12 for which oral or written demand has 
been made by Buyer to Seller during that Reconciliation Period to the extent 
Buyer has agreed to accept payment thereof by deduction from the Refund.

                                     Page 4

<PAGE>


In the event the formula set forth in this Section 3.5 results in an amount 
due to Buyer from Seller, Seller shall make such payment in the same manner 
as set forth in Section 4.3 hereof for repurchases.  If the formula set 
forth in this Section 3.5 results in an amount due to Seller from Buyer, 
Buyer shall make such payment by check, subject to Buyer's rights under 
Section 4.3 and Buyer's rights of offset and recoupment.

4.   Recourse and Repurchase Obligations.

     4.1.  Recourse.  Buyer's acquisition of Purchased Receivables from 
Seller shall be with full recourse against Seller.  In the event the 
Obligations exceed the amount of Purchased Receivables and Collateral, 
Seller shall be liable for any deficiency.

     4.2   Seller's Agreement to Repurchase.  Seller agrees to pay to Buyer 
on demand, the full face amount, or any unpaid portion, of any Purchased 
Receivable:
          (A)  which remains unpaid ninety (90) calendar days after the 
invoice date; or
          (B)  which is owed by any Account Debtor who has filed, or has had 
filed against it, any bankruptcy case, assignment for the benefit of 
creditors, receivership, or insolvency proceeding or who has become 
insolvent (as defined in the United States Bankruptcy Code) or who is 
generally not paying its debts as such debts become due; or
          (C)  with respect to which there has been any breach of warranty 
or representation set forth in Section 6 hereof or any breach of any 
covenant contained in this Agreement; or
          (D)  with respect to which the Account Debtor asserts any 
discount, allowance, return, dispute, counterclaim, offset, defense, right 
of recoupment, right of return, warranty claim, or short payment; together 
with all reasonable attorneys. and professional fees and expenses and all 
court costs incurred by Buyer in collecting such Purchased Receivable and/or 
enforcing its rights under, or collecting amounts owed by Seller in 
connection with, this Agreement (collectively, the "Repurchase Amount").

     4.3.  Seller's Payment of the Repurchase Amount or Other Amounts Due 
Buyer.  When any Repurchase Amount or other amount owing to Buyer becomes 
due, Buyer shall inform Seller of the manner of payment which may be any one 
or more of the following in Buyer's sole discretion:  (a)  in cash 
immediately upon demand therefor; (b)  by delivery of substitute invoices 
and an Invoice Transmittal acceptable to Buyer which shall thereupon become 
Purchased Receivables; (c)  by adjustment to the Reserve pursuant to Section 
3.5 hereof; (d)  by deduction from or offset against the Refund that would 
otherwise be due and payable to Seller;  (e) by deduction from or offset 
against  the amount that otherwise would be forwarded to Seller in respect 
of any further Advances that may be made by Buyer; or (f)  by any 
combination of the foregoing as Buyer may from time to time choose.  

     4.4.  Seller's Agreement to Repurchase All Purchased Receivables.  Upon
and after the occurrence of an Event of Default, Seller shall, upon Buyer's 
demand (or, in the case of  an Event of Default under Section 9(B), 
immediately without notice or demand from Buyer) repurchase all the 
Purchased Receivables then outstanding, or such portion thereof as Buyer 
may demand.  Such demand may, at Buyer's option, include and Seller shall 
pay to Buyer immediately upon demand, cash in an amount equal to the Advance 
with respect to each Purchased Receivable then outstanding together with all 
accrued Finance Charges, Adjustments, Administrative Fees, attorney's and 
professional fees, court costs and expenses as provided for herein, and any 
other Obligations.  Upon receipt of payment in full of the Obligations, 
Buyer shall immediately instruct Account Debtors to pay Seller directly, and 
return to Seller any Refund due to Seller.  For the purpose of calculating 
any Refund due under this Section only, the Reconciliation Date shall be 
deemed to be the date Buyer receives payment in good funds of all the 
Obligations as provided in this Section 4.4.

                                     Page 5

<PAGE>


5.   Power of Attorney.  Seller does hereby irrevocably appoint Buyer and 
its successors and assigns as Seller's true and lawful attorney in fact, and 
hereby authorizes Buyer, regardless of whether there has been an Event of 
Default, (a)  to sell, assign, transfer, pledge, compromise, or discharge 
the whole or any part of the Purchased Receivables; (b)  to demand, collect, 
receive, sue, and give releases to any Account Debtor for the monies due or 
which may become due upon or with respect to the Purchased Receivables and 
to compromise, prosecute, or defend any action, claim, case or proceeding 
relating to the Purchased Receivables, including the filing of a claim or 
the voting of such claims in any bankruptcy case, all in Buyer's name or 
Seller's name, as Buyer may choose; (c)  to prepare, file and sign Seller's 
name on any notice, claim, assignment, demand, draft, or notice of or 
satisfaction of lien or mechanics. lien or similar document with respect to 
Purchased Receivables; (d)  to notify all Account Debtors with respect to 
the Purchased Receivables to pay Buyer directly; (e)  to receive, open, and 
dispose of all mail addressed to Seller for the purpose of collecting the 
Purchased Receivables; (f)  to endorse Seller's name on any checks or other 
forms of payment on the Purchased Receivables;  (g) to execute on behalf of 
Seller any and all instruments, documents, financing statements and the like 
to perfect Buyer's interests in the Purchased Receivables and Collateral; 
and (h)  to do all acts and things necessary or expedient, in furtherance of 
any such purposes.  If Buyer receives a check or item which is payment for 
both a Purchased Receivable and another receivable, the funds shall first be 
applied to the Purchased Receivable and, so long as there does not exist an 
Event of Default or an event that with notice, lapse of time or otherwise 
would constitute an Event of Default, the excess shall be remitted to 
Seller.  Upon the occurrence and continuation of an Event of Default, all of 
the power of attorney rights granted by Seller to Buyer hereunder shall be 
applicable with respect to all Purchased Receivables and all Collateral.

6.   Representations, Warranties and Covenants.

     6.1.  Receivables. Warranties, Representations and Covenants.  To 
induce Buyer to buy receivables and to render its services to Seller, and 
with full knowledge that the truth and accuracy of the following are being 
relied upon by the Buyer in determining whether to accept receivables as 
Purchased Receivables, Seller represents, warrants, covenants and agrees, 
with respect to each Invoice Transmittal delivered to Buyer and each 
receivable described therein, that:
           (A)  Seller is the absolute owner of each receivable set forth in 
the Invoice Transmittal and has full legal right to sell, transfer and 
assign such receivables;
           (B)  The correct amount of each receivable is as set forth in the 
Invoice Transmittal and is not in dispute;
           (C)  The  payment of each receivable is not contingent upon the 
fulfillment of any obligation or contract, past or future and any and 
all obligations required of the Seller have been fulfilled as of the date of 
the Invoice Transmittal;
           (D)  Each receivable set forth on the Invoice Transmittal is 
based on an actual sale and delivery of goods and/or services actually 
rendered, is presently due and owing to Seller, is not past due or in 
default, has not been previously sold, assigned, transferred, or pledged, 
and is free of any and all liens, security interests and encumbrances other 
than liens, security interests or encumbrances in favor of Buyer or any 
other division or affiliate of Silicon Valley Bank;

                                     Page 6

<PAGE>


           (E)  There are no defenses, offsets, or counterclaims against any 
of the receivables, and no agreement has been made under which the Account 
Debtor may claim any deduction or discount, except as otherwise stated in 
the Invoice Transmittal;
           (F)  Each Purchased Receivable shall be the property of the Buyer 
and shall be collected by Buyer, but if for any reason it should be paid to 
Seller, Seller shall promptly notify Buyer of such payment, shall hold any 
checks, drafts, or monies so received in trust for the benefit of Buyer, and 
shall promptly transfer and deliver the same to the Buyer;
           (G)  Buyer shall have the right of endorsement, and also the 
right to require endorsement by Seller, on all payments received in 
connection with each Purchased Receivable and any proceeds of Collateral;
           (H)  Seller, and to Seller's best knowledge, each Account Debtor 
set forth in the Invoice Transmittal, are and shall remain solvent as that 
term is defined in the United States Bankruptcy Code and the California 
Uniform Commercial Code, and no such Account Debtor has filed or had filed 
against it a voluntary or involuntary petition for relief under the United 
States Bankruptcy Code;
           (I)  Each Account Debtor named on the Invoice Transmittal will 
not object to the payment for, or the quality or the quantity of the subject 
matter of, the receivable and is liable for the amount set forth on the 
Invoice Transmittal;
           (J)  Each Account Debtor shall promptly be notified, after 
acceptance by Buyer, that the Purchased Receivable has been transferred to 
and is payable to Buyer, and Seller shall not take or permit any action to 
countermand such notification; and
           (K)  All receivables forwarded to and accepted by Buyer after the 
date hereof, and thereby becoming Purchased Receivables, shall comply with 
each and every one of the foregoing representations, warranties, covenants 
and agreements referred to above in this Section 6.1.

     6.2.  Additional Warranties, Representations and Covenants.  In 
addition to the foregoing warranties, representations and covenants, to 
induce Buyer to buy receivables and to render its services to Seller, Seller 
hereby represents, warrants, covenants and agrees that:
           (A)  Seller will not assign, transfer, sell, or grant, or permit 
any lien or security interest in any Purchased Receivables 	or Collateral to 
or in favor of any other party, without Buyer's prior written consent;
           (B)  The Seller's name, form of organization, chief executive 
office, and the place where the records concerning all Purchased Receivables 
and  Collateral are kept is set forth at the beginning of this Agreement,  
Collateral is located only at the location set forth in the beginning of 
this Agreement, or, if located at any additional location, as set forth on a 
schedule attached to this Agreement, and Seller will give Buyer at least 
thirty (30) days prior written notice if such name, organization, chief 
executive office or other locations of Collateral  or records concerning 
Purchased Receivables or Collateral is changed or  added and shall execute 
any  documents necessary to perfect Buyer's interest in the Purchased 
Receivables and the Collateral;
           (C)  Seller shall  (i) pay all of its normal gross payroll for 
employees, and all federal and state taxes, as and when due, including 
without limitation all payroll and withholding taxes and state sales taxes;  
(ii) deliver at any time and from time to time at  Buyer's request, evidence 
satisfactory to Buyer that all such amounts have been paid to the proper 
taxing authorities; and (iii) if requested by Buyer, pay its payroll and 
related taxes through a bank or an independent payroll service acceptable to 
Buyer.

                                     Page 7

<PAGE>


           (D)  Seller has not, as of the time Seller delivers to Buyer an 
Invoice Transmittal, or as of the time Seller accepts any Advance from 
Buyer, filed a voluntary petition for relief under the United States 
Bankruptcy Code or had filed against it an involuntary petition for relief;
           (E)  If  Seller owns, holds or has any interest in, any 
copyrights (whether registered, or  unregistered), patents or trademarks, 
and licenses of any of the foregoing, such interest  has been disclosed  to 
Buyer and is specifically listed and identified on a schedule to this 
Agreement,  and Seller shall immediately notify Buyer if Seller hereafter 
obtains any interest in  any additional copyrights, patents, trademarks or 
licenses that are significant in value or are material to the conduct of its 
business; and 
           (F)  Seller shall provide Buyer with a Compliance Certificate  
(i) on a monthly basis to be received by Buyer no later than the fifth 
business day following each calendar month, and; (ii)  on a  more frequent 
or other basis if and as requested by Buyer; and
           (G)  Seller shall provide Buyer with Monthly Financial 
Statements(Balance Sheet, Income Statement and Statement of Cash Flow) to be 
received by Buyer no later than the twentieth business day following each 
month end; and
           (H)  Seller shall provide Buyer with a weekly cash flow update on 
the first business day of every week. 

7.   Adjustments.  In the event of a breach of any of the representations, 
warranties, or covenants set forth in Section 6.1, or in the event any 
Adjustment or dispute is asserted by any Account Debtor, Seller shall 
promptly advise Buyer and shall, subject to the Buyer's approval, resolve 
such disputes and advise Buyer of any adjustments.  Unless the disputed 
Purchased Receivable is repurchased by Seller and the full Repurchase Amount 
is paid, Buyer shall remain the absolute owner of any Purchased Receivable 
which is subject to Adjustment or repurchase under Section 4.2 hereof, and 
any rejected, returned, or recovered personal property, with the right to 
take possession thereof at any time.  If such possession is not taken by 
Buyer, Seller is to resell it for Buyer's account at Seller's expense with 
the proceeds made payable to Buyer.  While Seller retains possession of said 
returned goods, Seller shall segregate said goods and mark them "property of 
Silicon Valley Financial Services".

8.   Security Interest.  To secure  the prompt payment and performance to 
Buyer of all of the Obligations, Seller hereby grants to Buyer a continuing 
lien upon and security interest in all  of Seller's now existing or 
hereafter arising rights and interest in the following , whether now owned 
or existing or hereafter created, acquired, or arising, and wherever located 
(collectively, the "Collateral"):
     (A)  All accounts, receivables, contract rights, chattel paper,
instruments, documents, letters of credit, bankers acceptances, drafts,
checks, cash, securities, and general intangibles (including, without
limitation, all claims, causes of  action, deposit accounts, guaranties,
rights in and claims under insurance policies (including rights to premium
refunds), rights to tax refunds, copyrights, patents, trademarks, rights in
and under license agreements, and all other intellectual property);
     (B)  All inventory, including Seller's rights to any returned or 
rejected goods, with respect to which Buyer shall have all 	the rights of 
any unpaid seller, including the rights of replevin, claim and delivery, 
reclamation, and stoppage in transit;

                                     Page 8

<PAGE>


     (C)  All monies, refunds and other amounts due Seller, including, 
without limitation, amounts due Seller under this Agreement (including 
Seller's right of offset and recoupment);
     (D)  All equipment, machinery, furniture, furnishings, fixtures, tools, 
supplies and motor vehicles; 
     (E)  All farm products, crops, timber, minerals and the like (including 
oil and gas);
     (F)  All accessions to, substitutions for, and replacements of, all of 
the foregoing;
     (G)  All books and records pertaining to all of the foregoing; and
     (H)  All proceeds of the foregoing, whether due to voluntary or 
involuntary disposition, including insurance proceeds.
     Seller is not authorized to sell, assign, transfer or otherwise convey 
any Collateral without Buyer's prior written consent, except for the sale of 
finished inventory in the Seller's usual course of business.  Seller agrees 
to sign UCC financing statements, in a form acceptable to Buyer, and any 
other  instruments and documents requested by Buyer to evidence, perfect, or 
protect the interests of Buyer in the Collateral.  Seller agrees to deliver 
to Buyer the originals of all instruments, chattel paper and documents 
evidencing or related to Purchased Receivables and Collateral.
     Buyer acknowledges that its security interest in certain of the 
Seller's assets will be junior to the existing liens of Comerica Bank, 
Phoenix Leasing Incorporated, Copelco Capital, Comdisco, Inc., MMC/GATX 
Partnership No. 1, Heller Financial, Transamerica Business Credit 
Corporation, The CIT Group, Nissho Iwai American Corporation, APIC Yamada 
Corporation, Mitsui High-tec Inc., and ICOS Vision Systems, Inc.

9.   Default.  The occurrence of any one or more of the following shall 
constitute an Event of Default hereunder.
     (A)  Seller fails to pay any amount owed to Buyer as and when due;
     (B)  There shall be commenced by or against Seller any voluntary or 
involuntary case under the United States Bankruptcy Code, or any assignment 
for the benefit of creditors, or appointment of a receiver or custodian for 
any of its assets;
     (C)  If there occurs a material impairment in the perfection or 
priority of the Buyer's security interest in the Collateral or in the value 
of such Collateral which is not covered by adequate insurance or (ii) if the 
Bank determines, in its reasonable opinion, based upon information available 
to it that Borrower's financial condition has materially deteriorated.
     (D)  Any involuntary lien, garnishment, attachment or the like is 
issued against or attaches to the Purchased Receivables or any Collateral;
     (E)  Seller shall breach any covenant, agreement, warranty, or 
representation set forth herein, and the same is not cured to Buyer's 
satisfaction within ten (10) days after Buyer has given Seller oral or 
written notice thereof; provided, that if such breach is incapable of being 
cured it shall constitute an immediate default hereunder; 
     (F)  Seller is not in compliance with, or otherwise is in default 
under, any term of any document, instrument or agreement evidencing a debt, 
obligation or liability of any kind or character of Seller, now or hereafter 
existing, in favor of  Buyer or any division or affiliate of Silicon Valley 
Bank, regardless of whether such debt, obligation or liability is direct or 
indirect, primary or secondary, joint, several or joint and several, or 
fixed or contingent, together with any and all renewals and extensions of 
such debts, obligations and liabilities, or any part thereof;
	(G)  An event of default shall occur under any guaranty executed by 
any guarantor of the Obligations of  Seller to Buyer under this Agreement, 
or any material provision of any such guaranty shall for any reason cease to 
be valid or enforceable or any such guaranty shall be repudiated or 
terminated, including by operation of law;

                                     Page 9

<PAGE>


	(H)  Any creditor that has entered into a subordination agreement with 
Buyer shall breach any of the terms of or not comply with such subordination 
agreement.

10.   Remedies Upon Default.  Upon the occurrence of an Event of Default, 
(1) without implying any obligation to buy receivables, Buyer may cease 
buying receivables or extending any financial accommodations to Seller;  (2)  
all or a portion of the Obligations shall be, at the option of and upon 
demand by Buyer, or with respect to an Event of Default described in Section 
9(B), automatically and without notice or demand, due and payable in full; 
and (3) Buyer shall have and may exercise all the rights and remedies under 
this Agreement and under applicable law, including the rights and remedies 
of a secured party under the California Uniform Commercial Code, all the 
power of attorney rights described in Section 5 with respect to all 
Collateral, and the right to collect, dispose of, sell, lease, use, and 
realize upon all Purchased Receivables and all Collateral in any commercial 
reasonable manner.  Seller and Buyer agree that any notice of sale required 
to be given to Seller shall be deemed to be reasonable if given five (5) 
days prior to the date on or after which the sale may be held.  In the event 
that the Obligations are accelerated hereunder, Seller shall repurchase all 
of the Purchased Receivables as set forth in Section 4.4.

11.   Accrual of Interest.  If any amount owed by Seller hereunder is not 
paid when due, including, without limitation, amounts due under Section 3.5, 
Repurchase Amounts, amounts due under Section 12, and any other Obligations, 
such amounts shall bear interest at a per annum rate equal to the per annum 
rate of the Finance Charges until the earlier of (i) payment in good funds 
or (ii) entry of a final judgment thereof, at which time the principal 
amount of any money judgment remaining unsatisfied shall accrue interest at 
the highest rate allowed by applicable law.

12.   Fees, Costs and Expenses; Indemnification.  The Seller will pay to 
Buyer immediately upon demand all  fees, costs and expenses  (including  
fees  of attorneys and professionals and their costs and expenses) that 
Buyer incurs or  may  from time to time impose  in connection with any of 
the following: (a) preparing, negotiating, administering, and enforcing this 
Agreement  or any other agreement executed in connection herewith,  
including any amendments,  waivers or consents in connection with any of the 
foregoing,  (b) any litigation or dispute (whether instituted by Buyer, 
Seller or any other person) in any way relating to the Purchased 
Receivables, the Collateral, this Agreement or any other agreement executed 
in connection herewith or therewith, (d) enforcing any rights against Seller 
or any guarantor, or any Account Debtor, (e) protecting or enforcing its 
interest in the Purchased Receivables or the Collateral, (f) collecting the 
Purchased Receivables and the Obligations, and  (g) the representation of 
Buyer in connection with any bankruptcy case or insolvency proceeding 
involving Seller, any Purchased Receivable, the Collateral, any Account 
Debtor, or any guarantor.  Seller shall indemnify and hold Buyer harmless 
from and against any and all claims, actions, damages, costs, expenses, and 
liabilities of any nature whatsoever arising in connection with any of the 
foregoing.

                                     Page 10

<PAGE>


13.   Severability, Waiver, and Choice of Law.  In the event that any 
provision of this Agreement is deemed invalid by reason of law, this 
Agreement  will be construed as not containing such provision and the 
remainder of the Agreement shall remain in full force and effect.  Buyer 
retains all of its rights, even if it makes an Advance after a default.  If 
Buyer waives a default, it may enforce a later default.  Any consent or 
waiver under, or amendment of, this Agreement must be in writing.   Nothing 
contained herein, or any action taken or not taken by Buyer at any time, 
shall be construed at any time to be indicative of any obligation or 
willingness on the part of Buyer to amend this Agreement or to grant to 
Seller any waivers or consents.  This Agreement has been transmitted by 
Seller to Buyer at Buyer's office in the State of California and has been 
executed and accepted by Buyer in the State of California.  This Agreement 
shall be governed by and interpreted in accordance with the internal laws of 
the State of California.

14.   Account Collection Services.  Certain Account Debtors may require or 
prefer that all of Seller's receivables be paid to the same address and/or 
party, or Seller and Buyer may agree that all receivables with respect to 
certain Account Debtors be paid to one party.  In such event Buyer and 
Seller may agree that Buyer shall collect all receivables whether owned by 
Seller or Buyer and (provided that there does not then exist an Event of 
Default or event that with notice, lapse or time or otherwise would 
constitute an Event of Default, and subject to Buyer's rights in the 
Collateral) Buyer agrees to remit to Seller the amount of the receivables 
collections it receives with respect to receivables other than Purchased 
Receivables.  It is understood and agreed by Seller that this Section does 
not impose any affirmative duty on Buyer to do any act other than to turn 
over such amounts.  All such receivables and collections are Collateral and 
in the event of Seller's default hereunder,  Buyer shall have no duty to 
remit collections of Collateral and may apply such collections to the 
obligations hereunder and Buyer shall have the rights of a secured party 
under the California Uniform Commercial Code.  

15.   Notices.  All notices shall be given to Buyer and Seller at the 
addresses  or faxes set forth on the first page of this Agreement and shall 
be deemed to have been delivered and received: (a)  if mailed, three (3) 
calendar days after deposited in the United States mail, first class, 
postage pre-paid, (b) one (1) calendar day after deposit with an overnight 
mail or messenger service; or (c) on the same date of  confirmed 
transmission if sent by hand delivery, telecopy, telefax or telex.
	In addition, all notices to Seller shall be made to the following 
address: 

      Craig M. Primm
      Murray & Murray, A Professional Corporation
      3030 Hansen Way, Suite 200
      Palo Alto, CA 94303-1009
      Facsimile:  650/852-9244
      Telephone:  650/852-9000

16.   Jury Trial.  SELLER AND BUYER EACH HEREBY (a) WAIVE THEIR RESPECTIVE 
RIGHTS TO A JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN 
CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS, OR ANY OF THE 
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; (b) RECOGNIZE AND AGREE THAT 
THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO 
THIS AGREEMENT; AND (c) REPRESENT AND WARRANT THAT IT HAS REVIEWED THIS 
WAIVER, HAS DETERMINED FOR ITSELF THE NECESSITY TO REVIEW THE SAME WITH ITS 
LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ALL RIGHTS TO A JURY 
TRIAL.

                                     Page 11

<PAGE>


17.   Term and Termination.  The term of this Agreement shall be for one (1) 
year from the date hereof, and from year to year thereafter unless 
terminated in writing by Buyer or Seller.  Seller and Buyer shall each have 
the right to terminate this Agreement at any time.  Notwithstanding the 
foregoing, any termination of this Agreement shall not affect  Buyer's 
security interest in the Collateral and Buyer's ownership of the Purchased 
Receivables, and this Agreement shall continue to be effective, and Buyer's 
rights and remedies hereunder shall survive such termination, until all 
transactions entered into and Obligations incurred hereunder or in 
connection herewith have been completed and satisfied in full.

18.   Titles and Section Headings.  The titles and section headings used 
herein are for convenience only and shall not be used in interpreting this 
Agreement.

19.   Other Agreements.  The terms and provisions of this Agreement shall 
not adversely affect the rights of Buyer or any other division or affiliate 
of Silicon Valley Bank under any other document, instrument or agreement.  
The terms of such other documents, instruments and agreements shall remain 
in full force and effect notwithstanding the execution of this Agreement.  
In the event of a conflict between any provision of this Agreement and any 
provision of any other document, instrument or agreement between Seller on 
the one hand, and Buyer or any other division or affiliate of Silicon Valley 
Bank on the other hand, Buyer shall determine in its sole discretion which 
provision shall apply.  Seller acknowledges specifically that any security 
agreements, liens and/or security interests currently securing payment of 
any obligations of Seller owing to Buyer or any other division or affiliate 
of Silicon Valley Bank also secure Seller's obligations under this 
Agreement, and are valid and subsisting and are not adversely affected by 
execution of this Agreement.  Seller further acknowledges that (a)  any 
collateral under other outstanding security agreements or other documents 
between Seller and Buyer or any other division or affiliate of Silicon 
Valley Bank secures the obligations of Seller under this Agreement and (b)  
a default by Seller under this Agreement constitutes a default under other 
outstanding agreements between Seller and Buyer or any other division or 
affiliate of Silicon Valley Bank.

                                     Page 12

<PAGE>



A Division of Silicon Valley Bank
3003 Tasman Drive
Santa Clara,  California 95054
(408) 654-1000 - Fax (408) 980-6410

CERTIFICATION of OFFICERS

	The undersigned, being all the officers of Integrated Packaging 
Assembly Corporation, a California corporation (the "Corporation"), hereby 
certify to Silicon Valley Financial Services, a division of Silicon Valley 
Bank ("SVFS") that:

	1.  The correct name of the Corporation is Integrated Packaging 
Assembly Corporation , as set forth in the Articles of Incorporation.

	2.  The Corporation was incorporated on April 28, 1992, under the laws 
of the State of
California , and is in good standing under such laws.

	3.  The Corporation's place of business and chief executive office 
being the place at which the Corporation maintains its books and records 
pertaining to accounts, accounts receivables, contract rights, chattel 
paper, general intangibles, instruments, documents, inventory, and 
equipment, is located at:
		
		2221 Old Oakland Road
		San Jose, California 95131

	4.  The Corporation has other places of business at the following 
addressees:
	


	5.  There is no provision in the Certificate of Incorporation, 
Articles of Incorporation, or Bylaws of the Corporation, or in the laws of 
the State of its incorporation, requiring any vote or consent of 
shareholders to authorize the sale of receivables or the grant of a security 
interest in any assets of the Corporation.  Such power is vested exclusively 
in the Corporation's Board of Directors.
	
6.  The officers of the Corporation, and their respective titles and 
signatures are as follows:



	7.  Except as indicated in this paragraph 7, each of the officers 
listed in paragraph 6 has signatory powers with respect to all the 
Corporation's transactions with SVFS.  Explanation of exceptions:

	8.  The undersigned shall give SVFS prompt written notice of any 
change or amendment with respect to any of the foregoing.  Until such 
written notice is received by SVFS, SVFS shall be entitled to rely upon the 
foregoing in all respects.

	IN WITNESS WHEREOF, the undersigned have executed this Certification 
of Officers on 10/09/98.

SELLER:  Integrated Packaging Assembly Corporation


By
  ------------------------------------------------
Title
     ---------------------------------------------


BUYER:  Silicon Valley Financial Services


By
  ------------------------------------------------
Title
     ---------------------------------------------		
						
                                     Page 13

<PAGE>

                Silicon Valley Financial Services

                A Division of Silicon Valley Bank
                        3003 Tasman Drive
                 Santa Clara,  California 95054
              (408) 654-1000 - Fax (408) 980-6410

                   CERTIFICATION OF OFFICERS


     The undersigned, being all the officers of Integrated Packaging 
Assembly Corporation, a California corporation (the "Corporation"), hereby 
certify to Silicon Valley Financial Services, a division of Silicon Valley 
Bank ("SVFC") that:

     1.  The correct name of the Corporation is Integrated Packaging 
Assembly Corporation, as set forth in the Articles of Incorporation.

     2.  The Corporation was incorporated on April 28, 1992, under the laws 
of the State of California, and is in good standing under such laws.

     3.  The Corporation's place of business and chief executive office 
being the place at which the Corporation maintains its books and records 
pertaining to accounts, accounts receivables, contract rights, chattel 
paper, general intangibles, instruments, documents, inventory, and 
equipment, is located at:

         2221 Old Oakland Road
         San Jose, California 95131

     4.  The Corporation has other places of business at the following 
addresses:

         None

     5.  There is no provision in the Certificate of Incorporation, Articles 
of Incorporation, or Bylaws of the Corporation, or in the laws of the State 
of its incorporation, requiring any vote or consent of shareholders to 
authorize the sale of receivables or the grant of a security interest in any 
assets of the Corporation.  Such power is vested exclusively in the 
Corporation's Board of Directors.

     6.  The officers of the Corporation, and their respective titles and 
signatures are as follows:


     President:
                    ----------------------------------------    
                                (Signature)

     Vice President:
                    ----------------------------------------
                                (Signature)

     Secretary:
                    ----------------------------------------
                                (Signature)

     Treasurer:
                    ----------------------------------------
                                (Signature)

     Other Officer:
     Title:
                    ----------------------------------------
                                (Signature)

                                     Page 14

<PAGE>


     7.  Except as indicated in this paragraph 7, each of the officers 
listed in paragraph 6 has signatory powers with respect to all the 
Corporation's transactions with SVFS.  Explanation of exceptions:

     8.  The undersigned shall give SVFS prompt written notice of any change 
or amendment with respect to any of the foregoing.  Until such written 
notice is received by SVFS, SVFS shall be entitled to rely upon the 
foregoing in all respects.

     IN WITNESS WHEREOF, the undersigned have executed this Certification of 
Officers on 10/09/98.


     President:
                    ----------------------------------------    

     Vice President:
                    ----------------------------------------

     Secretary:
                    ----------------------------------------

     Treasurer:
                    ----------------------------------------

                                     Page 15

<PAGE>

                Silicon Valley Financial Services

                A Division of Silicon Valley Bank
                        3003 Tasman Drive
                 Santa Clara,  California 95054
              (408) 654-1000 - Fax (408) 980-6410

              SECRETARY'S CERTIFICATE OF RESOLUTION

     The undersigned, as Secretary of Integrated Packaging Assembly 
Corporation, a  California  corporation (the "Corporation"), hereby 
certifies to Silicon Valley Financial Services that at a meeting duly 
convened at which a quorum was present the following resolutions were 
adopted by the Board of Directors of the Corporation and that such 
resolutions have not been modified, amended, or rescinded in any respect and 
are in full force and effect as of today's date.

     RESOLVED, that this corporation be and hereby is authorized to sell 
this corporation's accounts receivable to Silicon Valley Financial Services, 
a division of Silicon Valley Bank, and to grant Silicon Valley Financial 
Services a security interest in this corporation's assets, including, 
without limitation, accounts, accounts receivable, contract rights, chattel 
paper, general intangibles, instruments, documents, letters of credit, 
drafts, inventory and equipment, presently owned or hereafter acquired 
and proceeds and products of the foregoing (the "Collateral," as defined in 
the Factoring Agreement).

     RESOLVED, that this corporation be and hereby is authorized and 
directed to execute and deliver certain agreements in connection with the 
sale of receivables, and granting of security interests in the Collateral to 
Silicon Valley Financial Services including, without limitations, a 
Factoring Agreement and UCC-1 financing statement.

     RESOLVED, that the following named officers of this corporation 
("Authorized Officers") be, and any of them hereby are, authorized, 
empowered, and directed to execute and deliver to Silicon Valley Financial 
Services on behalf of this corporation all such further agreements and 
instruments as may be deemed necessary or advisable in order to fully 
effectuate the purposes and intent of the foregoing resolutions.

     Print Names of Authorized Officers:          Title:

-----------------------------------------   -------------------------

-----------------------------------------   -------------------------

-----------------------------------------   -------------------------

-----------------------------------------   -------------------------

-----------------------------------------   -------------------------

-----------------------------------------   -------------------------
 
	
     RESOLVED, that the Secretary or Assistant Secretary of this corporation 
be, and hereby is authorized, empowered and directed to certify to the 
passage of the foregoing resolutions under the seal of this corporation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 
Nineth day of October 1998.


              ----------------------------------------------
              Signature

              Secretary of Integrated Packaging Assembly Corporation

                                     Page 16

<PAGE>