THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT RE SOLD OR OFFERED
FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
AVALABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


                                No.2
                     STOCK SUBSCRIPTION WARRANT

                    To Purchase Common Stock of

        INTEGRATED PACKAGING ASSEMBLY CORPORATION (the "Company")
                 DATE OF INITIAL ISSUANCE: April __, 1999

THIS CERTIFIES THAT for value received, TBCC FUNDINGNG TRUST I or its
registered assigns hereinafter called the "Holder") is entitled to purchase
from the Company, at any time during the Term of this Warrant Five Hundred
Thousand (500,000) shares of common stock, $0.00l 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,
 .001 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 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 on April 29, 2006.

Warrant Price - $0.1236 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, 1998 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>


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 13
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, wire transfer of
funds to the Company's account, or evidence of any indebtedness of the
Company to the Holder (or any combination of any of the foregoing) in the
amount of the Warrant Price for each share being purchased, and (iii) 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 13 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 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.

     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 law and (ii)

                                    Page 2

<PAGE>


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
which may be payable in respect of the issue of this Warrant or any Common
Stock or certificates therefor 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:

     (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

                                    Page 3

<PAGE>


     (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 he 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 share 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 ~r the determination of the
holders of Common Stock entitled to receive such dividend or distribution,
ie 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 of the Company, whose
determination shall be inclusive) of the stock, securities, evidences of
indebtedness, assets, options or rights so distributed in spect of one share
of Common Stock, and of which the denominator shall be such Current Market
rice.

     (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 an date of one share of Common Stock shall be deemed
to be the average of the daily closing prices for each 15 consecutive
business days ending on the last business day before the day in question (as
adjusted r 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
reported sales took place on such day, the average of the last reported bid
and asked prices regular, in either case on the principal national
securities exchange on which the Common Stock is listed or mitted to trading
or as reported by Nasdaq (or if the Common Stock is not at the time listed
or admitted or trading on any such exchange or if prices of the Common Stock
are not reported by Nasdaq then such ice shall be equal to the average of
the last reported bid and asked prices on such day as reported by National
Quotation Bureau Incorporated or any similar reputable quotation and
reporting service, if quotation is not reported by The National Quotation
Bureau Incorporated); provided, however, that 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 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 such selection cannot be made, by a nationally recognized independent
investment banking firm selected by the American Arbitration Association in
accordance with its rules).

     (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 in ect after such
adjustment. The Company shall cause a copy of such statement to be sent by
mail, first

                                    Page 4

<PAGE>


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 in 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 13 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
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

                                    Page 5

<PAGE>


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 in 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 13 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
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

                                    Page 6

<PAGE>


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.

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 dissoluti6n 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.

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:

                                    Page 7

<PAGE>


     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. Registration Rights; etc.

     12.1.  Certain Definitions. As used in this Section 12, the following
terms shall have the following respective meanings:

     "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

     "Registrable Securities" shall mean the Warrant Shares less any Warrant
Shares theretofore sold to the public or in a private placement.

     The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the effectiveness of such registration statement.

     "Registration Expenses" shall mean all expenses incurred by the Company
in compliance with Section 12.2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, and the expense of any
special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company, which shall
be paid in any event by the Company).

     "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities, all fees and
disbursements of counsel for any Holder and any blue sky fees and expenses
excluded from the definition of "Registration Expenses."

     "Holder" shall mean any holder of outstanding Warrant Shares or
Registrable Securities which (except for purposes of determining "Holders"
under Section 12.5 hereof) have not been sold to the public.

     "Other Shareholders" shall mean holders of securities of the Company
who are entitled by contract with the Company or who are permitted by the
Company to have securities included in a registration of the Company's
securities.

     12.2.     Company Registration.

                                    Page 8

<PAGE>


          (a)  Notice of Registration. If the Company shall determine to
register any of its securities either for its own account or the account of
a security holder or holders, other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Commission
Rule 145 transaction, or a registration on any registration form which does
not permit secondary sales, the Company will:

               (i)  promptly give to each Holder written notice thereof
(which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws); and

               (ii)  include in such registration (and any related
qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made by any Holder within fifteen (15) days
after receipt of the written notice from the Company described in clause (i)
above, subject to any limitations on the number of shares as set forth in
Section 12.2(b) below.

          (b)  Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the written notice given
pursuant to Section 12.2(a)(i). In such event, the right of any Holder to
registration pursuant to Section 12.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such
Holder1s Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company, directors and officers and
the Other Shareholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for underwriting by the Company.

     Notwithstanding any other provision of this Section 12.2, if the
underwriter determines that marketing factors require a limitation on the
number of shares to be underwritten, the underwriter may (subject to the
allocation priority set forth below) exclude from such registration and
underwriting some or all of the Registrable Securities which would otherwise
be underwritten pursuant hereto.  The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall
be allocated in the following manner. The number of shares that may be
included in the registration and underwriting on behalf of such Holders,
directors and officers and Other Shareholders shall be allocated among such
Holders, directors and officers and Other Shareholders in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities
and other securities which they had requested to be included in such
registration at the time of filing the registration statement.

     If any Holder of Registrable Securities or any officer, director or
Other Shareholder disapproves of the terms of any such underwriting, it, he
or she may elect to withdraw therefrom by written notice to the Company and
the underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.

     12.3.   Registration Rights. Intentionally Omitted.

     12.4.  Expenses of Registration. The Company shall bear all
Registration Expenses incurred in connection with any registration,
qualification and compliance by the Company pursuant to Section

                                    Page 9

<PAGE>


12.2 hereof. All Selling Expenses shall be borne by the holders of the
securities so registered pro rata on the basis of the number of their shares
so registered.

     12.5.  Registration Procedures. In the case of each registration
effected by the Company pursuant to this Section 12, the Company will keep
each Holder advised in writing as to the initiation of each registration
and as to the completion thereof. The Company will, at its expense:

          (a)  keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto,
whichever first occurs;

          (b)  furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request; and

          (c)  use its best efforts to register or qualify the Registrable
Securities under the securities laws or blue-sky laws of such jurisdictions
as any Holder may request; provided, however, that the Company shall not be
obligated to register or qualify such Registerable Securities in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in order to effect such registration,
qualification or compliance, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities
Act or applicable rules or regulations thereunder.

     12.6.  Indemnification.

          (a)  The Company, with respect to each registration, qualification
and compliance effected pursuant to this Section 12, will indemnify and hold
harmless each Holder, each of its officers, directors, partners, and agents,
and each party controlling such Holder, and each underwriter, if any, and
each party who controls any underwriter, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document (including
any related registration statement, notification or the like) incident to
any such registration, qualification or compliance, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Holder, each of
its officers, directors, partners, and agents, and each party controlling
such Holder, each such underwriter and each party who controls any such
underwriter, for any legal and any other expenses incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of
or is based on any untrue statement or omission based solely upon written
information furnished to the Company by such Holder or underwriter, as the
case may be, and stated to be specifically for use in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration,
qualification or compliance.

          (b)  Each Holder and Other Shareholder will, if Registrable
Securities held by it, him or her are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify
and hold harmless the Company, each of its directors and officers and each

                                    Page 10

<PAGE>


underwriter, if any, of the Company's securities covered by such a
registration statement, each party who controls the Company or such
underwriter, each other such Holder and Other Shareholder and each of their
respective officers, directors, partners, and agents, and each party
controlling such Holder or Other Shareholder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and
such Holders, Other Shareholders, directors, officers, partners, agents,
parties, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document solely in reliance upon and
in conformity with written information furnished to the Company by such
Holder or Other Shareholder and stated to be specifically for use in any
prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance; provided, however, that the
obligations of such Holders and Other Shareholders hereunder shall be
limited to an amount equal to the proceeds to each such Holder or Other
Shareholder of securities sold as contemplated herein.

          (c)  Each party entitled to indemnification under this Section
12.5 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such party's
expense (unless the Indemnified Party shall have been advised by counsel
that actual or potential differing interests or defenses exist or may exist
between the Indemnifying Party and the Indemnified Party, in which case such
expense shall be paid by the Indemnifying Party), and provided further that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Section 12.
No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry
of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant 6r plaintiff to such
Indemnified Party of a release from all liability in respect to such cJaim
or litigation.  Each Indemnified Party shall provide such information as may
be reasonably requested by an Indemnifying Party in order to enable such
Indemnifying Party to defend a claim as to which indemnity is sought.

     12.7.  Information by Holder.  Each Holder of Registrable Securities,
and each Other Shareholder holding securities included in any registration,
shall furnish to the Company such information regarding such Holder or Other
Shareholder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Section 12.

     12.8.  Rule 144 Reporting. With a view to making available the benefits
of certain rules and regulations of the Commission which may permit the sale
of the Registrable Securities to the public without registration, the
Company agrees to:

                                    Page 11

<PAGE>


          (a)  Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all
times from and after ninety (90) days following the effective date of the
first registration under the Securities Act filed by the Company for an
offering of its securities to the general public;

          (b)  File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time
after it has become subject to such reporting requirements; and
(c)  So long as the Holder owns any Registrable Securities, furnish to the
Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90)   days following the effective date of the first
registration statement in connection with an offering of its Securities to
the general public), and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), a copy of
the most recent annual or quarterly report of the Company, and such other
reports and documents so filed as the Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing the
Holder to sell any such securities without registration.

     12.9.  Termination of Registration Rights. MJ registration rights
granted pursuant to this Section 12 shall terminate and be of no further
force or effect if all registerable securities held by and issuable to such
Holder (and its affiliates partners, former partners, members and former
members) maybe sold under Rule 144 during any ninety day period.

SECTION 13. Notices. Any notice or other document required or permitted to
be given or delivered to the Holder shall be delivered at, 9r 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
hirnished 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 14. 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 15. Law Governing. THE VALIDITY, INTERPRE~ON, AND ENFORCEMIiIT OF
TH[S.WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH Th:E

                                    Page 12

<PAGE>


LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.

SECTION 16. 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



     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 13

<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 $__________ therefor; 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 name 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 14

<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 15

<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 RECEWED ______________________ hereby sells, assigns and
transfers unto _________________________________ (i) file 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 16

<PAGE>



                             GUARANTY

     GUARANTY, dated as of April 29, 1999, made by Orient Semiconductor
Electronics, Limited, a corporation organized and existing under the laws
of Taiwan (the "Guarantor"), in favor of Transamerica Business Credit
Corporation ("TBCC").

     WHEREAS, TBCC has made or will make loans, advances or other financial
accommodations to Integrated Packaging Assembly Corporation (the
"Customer"), pursuant to a certain Promissory Note dated April 1999, a
Security Agreement dated April 29, 1999 and a Settlement Agreement and
Mutual General Release dated April 29, 1999. (collectively, the
"Agreements").

     WHEREAS, it is a condition to the financing provided by TBCC under the
Agreements that the Guarantor, which has a financial interest in the
Customer, shall have executed and delivered this Guaranty to TBCC.

     NOW, THEREFORE, in consideration of the premises and to induce TBCC to
enter into or become a party to the Agreements, the Guarantor hereby agrees
as follows:

     SECTION 1. Guaranty. The Guarantor hereby unconditionally guarantees
the prompt payment ~nd performance of all obligations of the Customer now or
hereafter existing under the Agreements, which may in ANU manner whatsoever
be presently or hereafter due and owing (collectively, the "Obligations").

     SECTION 2. Guaranty Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the
Agreements, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of TBCC
with respect thereto. The liability of the Guarantor under this Guaranty
shall be absolute and unconditional irrespective of:

          (i)  any lack of validity, regularity or enforceability of the
Agreements or any other agreement or instrument relating thereto;

          (ii)  any lack of validity, regularity or enforceability of this
Guaranty or any other agreement or instrument relating hereto;

          (iii)  any modification or change in the time, manner or place of
payment of; or in any other term of; all or any of the Obligations, or any
other modification, change, amendment or waiver of or any consent to
departure from any term of any of the Agreements;

          (iv)  any exchange, release or non-perfection of any collateral,
or any release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Obligations;

           (v)  any failure on the part of TBCC or any other person or
entity to exercise, or any delay in exercising, any right under the
Agreements or any other document or instrument delivered in connection
therewith; or

                                    Page 17

<PAGE>


           (vi)  any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Customer, the Guarantor or any
other guarantor with respect to the Obligations (including, without
limitation, all defenses based on suretyship or impairment of collateral,
and all defenses that the Customer may assert to the repayment of the
Obligations, including, without limitation, failure of consideration, breach
of warranty, fraud (other than fraud committed by TBCC), payment, statute of
frauds, bankruptcy, lack of legal capacity, statute of limitations, lender
liability, accord and satisfaction, and usury), this Guaranty and the
obligations of the Guarantor under this Guaranty.

The Guarantor hereby agrees that if the Customer or any other guarantor of
all or a portion of the Obligations is the subject of a bankruptcy
proceeding under Title 11 of the United States Code, it will not assert the
pendency of such proceeding or any order entered therein as a defense to the
timely payment of the Obligations. This Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any payment
of any of the Obligations is rescinded or must otherwise be returned by TBCC
upon the insolvency, bankruptcy or reorganization of the Customer or
otherwise, all as though such payment had not been made.

     SECTION 3. Waivers, Consents.

          (a)  The Guarantor hereby waives promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations and
this Guaranty and any requirement that TBCC protect, secure, perfect or
insure any security interest or lien on any property subject thereto or
exhaust any right to take any action against the Customer or any other
person or entity or any collateral. The Guarantor hereby further waives any
right to receive notice of any disposition or retention by TBCC of any
collateral and any right of redemption relating to any collateral.

          (b)  The Guarantor consents that without the necessity for any
additional endorsement or guarantee of the Obligations or any reservation of
rights against the Guarantor, and without notice to or further assent of the
Guarantor, the liability of the Customer to TBCC may, from time to time, in
whole or in part, be increased, renewed, modified, amended, compromised, or
released by TBCC, all without impairing, abridging, affecting, diminishing
or releasing the obligations of the Guarantor hereunder.

     SECTION 4. Subrogation. The Guarantor hereby agrees it will not
exercise any rights which it may acquire by way of subrogation under this
Guaranty, by any payment made hereunder or otherwise, until all the
Obligations shall have been paid in full in cash. If any amount shall be
paid to the Guarantor on account of such subrogation rights at any time when
all the Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of TBCC and shall forthwith be paid to TBCC to
be credited and applied upon the Obligations, whether matured or unmatured,
in accordance with the terms of the Agreements. If (i) the Guarantor shall
make payment to TBCC of all or any part of the Obligations and (ii) all the
Obligations shall be paid in full, TBCC will, at the Guarantor's request,
execute and deliver to the Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer
by subrogation to the Guarantor an interest in the Obligations resulting
from such payment by the Guarantor.

                                    Page 18

<PAGE>


     SECTION 5. Representations and Warranties. The Guarantor hereby
represents and warrants as follows:

          (a)  Due Organization, Etc. The Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of its state
of incorporation and has all requisite power and authority to own or lease
and operate its properties and to carry on its business as now conducted and
as proposed to be conducted. The Guarantor is duly qualified or licensed to
do business as a foreign corporation or other entity in good standing in all
jurisdictions in which it owns or leases property or in which the conduct of
its business requires it to so quality or be licensed, except for such
jurisdictions where the failure to so qualify or be licensed would not have
a material adverse effect on the business, condition (financial or
otherwise), operations, properties, performance or prospects of the
Guarantor or otherwise on the ability of the Guarantor to carry out its
obligations under this Guaranty.

          (b)  Due Authorization and Execution, Etc. The execution, delivery
and performance (including the incurrence of the Obligations hereunder) by
the Guarantor of this Guaranty are within the Guarantor's powers, have been
duly authorized by all necessary action and do not and will not (i) require
any consent or approval of any shareholder of the Guarantor, (ii) contravene
(A) the Guarantor's charter or by-laws, or (B) any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award or any
contractual restriction binding on or affecting the Guarantor or any of its
properties, and (iii) result in or require the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance of any nature (other than pursuant hereto) upon or with respect
to any of the Guarantor's properties. The Guarantor is not in default under
any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such contractual restriction, which default
would have a material adverse effect on the business, condition )~inancial
or otherwise), operations, properties, performance or prospects of the
Guarantor or otherwise on the ability of the Guarantor to carry out its
obligations under this Guaranty.

          (c)  Government Consents. No authorization, consent, approval or
other action by, and no notice to or filing with, any governmental authority
or regulatory body is required for the due execution, delivery or
performance by the Guarantor of this Guaranty.

          (d)  Legal, Valid and Binding Nature. This Guaranty is the legal,
valid and binding obligation of the Guarantor enforceable against the
Guarantor in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, or similar laws affecting creditors'
rights, generally and general principles of equity.

          (e)  Solvency.  Based upon the Guarantor's balance sheet,
statement of operations, statement of cash flows and statement of changes in
shareholder's equity, all prepared in accordance with generally accepted
accounting principles, the fair value of the property of the Guarantor
exceeds the total amount of liabilities (including, without limitation,
contingent liabilities) of the Guarantor; the present fair saleable value of
the assets of the Guarantor exceeds the amount that will be required to pay
the probable liability of the Guarantor on its existing debts as they become
absolute and matured. The Guarantor is able to realize upon its assets and
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business; the Guarantor
does not intend to, and does not believe that it will, incur debts or
liabilities beyond the Guarantor's ability to pay as such debts and
liabilities mature; and the Guarantor is not engaged in business or a
transaction, and is not about to engage in business or transaction, for
which the property remaining with the guarantor would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which the Guarantor is engaged. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all facts and
circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

                                    Page 19

<PAGE>


          (f)  Absence of Litigation.  There are no actions, suits,
investigations, litigation or proceedings pending or, to the knowledge of
the Guarantor, threatened against or affecting the Guarantor or any of its
subsidiaries (whether partnerships or corporations) or the properties of the
Guarantor or any such subsidiary before any court, arbitrator or
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which purports to affect any part of
the transactions contemplated hereby or by the Agreements or the legality,
validity or enforceability of this Guaranty.

          (g)  Financial Statements. Until the payment and satisfaction in
full of all Obligations, the Guarantor shall deliver to TBCC the following
financial information as soon as available, but not later than 120 days
after the end of each fiscal year of the Guarantor and its consolidated
subsidiaries, the consolidated balance sheet, income statement and
statements of cash flows and shareholders equity for the Guarantor and its
consolidated subsidiaries (the "Financial Statements") for such year,
audited by an independent certified public accountants without an adverse
qualification of any kind and as soon as available, but not later than 60
days after the end of each of the first three fiscal quarters in any fiscal
year of the Guarantor and its consolidated subsidiaries, the Financial
Statements for such fiscal quarter, together with a certification duly
executed by a responsible officer of the Guarantor that such Financial
Statements have been prepared in accordance with GAAP and are fairly stated
in all material respects (subject to normal year-end audit adjustments).

      SECTION 6. Integration. This Guaranty constitutes the entire agreement
and understanding between TBCC and the Guarantor relating to the subject
matter hereof, and supersedes all prior negotiations, agreements and
understandings relating to such subject matter. In entering into this
Guaranty, the Guarantor acknowledges that it is relying on no statement,
representation, warranty, covenant or agreement of any kind made by TBCC or
any employee or agent of TBCC.

     SECTION 7. Amendments, Etc. No amendment or waiver of any provision of
this Guaranty or consent to any departure by the Guarantor here from shall
in any event be effective unless the same shall be in writing and signed by
TBCC, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     SECTION 8. Addresses for Notices. Except as otherwise provided herein,
all notices, approvals, consents, correspondence or other communications
required or desired to be given hereunder shall be given in writing and
shall be delivered by overnight courier, hand delivery or certified or
registered mail, postage prepaid, if to TBCC, then to Technology Finance
Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention:
Assistant Vice President - Lease Administration, with a copy to TBCC at
Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois
60018, Attention: Legal Department or such other address as shall be
designated by the Lender to the Borrower. All such notices and
correspondence shall be effective when received.

     SECTION 9. No Waiver; Remedies. No failure on the part of TBCC to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of
any other right. The remedies herein

                                    Page 20

<PAGE>


provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 10. INTENTIONALLY OMITTED

     SECTION 11. Continuing Guaranty; Transfer of Obligations. This Guaranty
is a continuing guaranty and shall (I) remain in full force and effect until
payment in full of the Obligations and all other amounts payable under this
Guaranty, (ii) be binding upon the Guarantor and its successors and assigns,
and (iii) inure to the benefit of and be enforceable by TBCC and its
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (iii), TBCC may assign or otherwise transfer the right to
collect the Obligations to any other person or entity, and such other person
or entity shall thereupon become vested with all the rights in respect
thereof granted to TBCC herein or otherwise.

     SECTION 12. Indemnification. The Guarantor hereby agrees to indemnify
and hold harmless TBCC and its directors, officers, employees and agents,
including all professionals (each an "Indemnified Party") from and against
any and all reasonable expenses, losses, claims, damages and liabilities
(including, without limitation, all reasonable fees and disbursements of
attorneys and other professionals) incurred by or asserted against any
Indemnified Party in connection with or arising out of, relating to, or by
reason of any investigation, litigation or proceeding arising out of,
relating to or in connection with any claims made by any person or entity in
any way relating to this Guaranty or the transactions contemplated hereby,
but excluding therefrom all expenses, losses, claims, damages, and
liabilities arising out of or resulting from the gross negligence or willful
misconduct of any Indemnified Party.

     SECTION 13. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

     SECTION 14. CONSENT TO JURISDICTION.

          (a)  THE GUANNNTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY ILLINOIS STATE OR FEDERAL COURT SITTING IN CHICAGO IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND THE GUARANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR FEDERAL
COURT. THE GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO, ANY OBJECTION TO THE LAYING OF VENUE OR ANY DEFENSE OF AN
INCONVEMENT FORUM WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF SUCH
ACTION OR PROCEEDING. THE GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES OF SUCH PROCESS TO THE GUARANTOR AT ITS ADDRESS SPECIFIED IN SECTION
8 OF THIS GUARANTY. THE GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.

          (b)  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF TBCC TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT
TBCC TO BRING ANY ACTION OR PROCEEDING AGAINST THE GUARANTOR OR ITS PROPERTY
IN THE COURTS OF ANY OTHER JURISDICTIONS.

                                    Page 21

<PAGE>


     SECTION 15.JURY TRIAL WMVER. THE GUARANTOR AND, BY ITS ACCEPTANCE
HEREOF, TBCC HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING IN ANY COURT RELATING TO, IN CONNECTION WITH OR ARISING UNDER
THIS GUARANTY, THE AGREEMENTS OR ANY OF THE OTHER DOCUMENTS EXECUTED IN
CONNECTION THEREWITH.

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the
date first above written.


                     ORIENT SEMICONDUCTOR ELECTROMCS, LIMITED

                     By: /s/ Edward S. Duh
                         ---------------------
                     Name: Edward S. Duh

                     Title: Vice President

Form 6

                                    Page 22