10.1  First Amendment Agreement to Term Loan Agreement with First Union Bank of
      Connecticut.

                            FIRST AMENDMENT AGREEMENT
                            -------------------------

            AGREEMENT, dated as of July 31, 1997, among SEMICONDUCTOR PACKAGING
MATERIALS CO., INC., a Delaware corporation, ASP REALTY COMPANY, a Delaware
corporation, AMERICAN SILICON PRODUCTS, INC., a Delaware corporation, POLESE
COMPANY, INC., a California corporation, RETCONN INCORPORATED, a Connecticut
corporation, SPM HOLDINGS CORPORATION, a Delaware corporation, TYPE III, INC., a
California corporation and FIRST UNION BANK OF CONNECTICUT, a Connecticut
banking corporation.

                                   Background
                                   ----------

            A.    Capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement dated January 23, 1997,
between Semiconductor Packaging Materials Co., Inc. and First Union Bank of
Connecticut (as modified, amended, restated or supplemented from time to time,
the "Credit Agreement")

            B.    The Borrower and the Subsidiary Guarantors have requested that
the Lender modify certain terms and conditions of the Credit Documents, among
other things, to allow Retconn Incorporated to purchase all of the issued and
outstanding capital stock of S.T. Electronics, Inc.

            C.    The Lender has agreed to the Borrower's and the Subsidiary
Guarantor's requests subject to the terms and conditions of this Agreement.

                                    Agreement
                                    ---------

            In consideration of the Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as follows:

1.    Modifications. All of the terms and provisions of the Credit Agreement and
      the other Credit Documents shall remain in full force and effect except as
      follows:

      (a)   The word "and" contained in Section 9.5 (f) of the Credit Agreement
            is deleted, the period at the end of Section 9.5 (g) of the Credit
            Agreement is deleted and ";and" is substituted therefor, and the
            following is added as Section 9.5 (h) to the Credit Agreement:


                  (h)   the ST Acquisition Indebtedness

      (b)   The word "and" contained in Section 9.6 (g) of the Credit Agreement
            is deleted, the period at the end of Section 9.6 (h) of the Credit
            Agreement is deleted and ";and" is substituted therefor, and the
            following is added as Section 9.6 (i) to the Credit Agreement:

                  (i)   Retconn Incorporated may effect the ST Acquisition
            pursuant to the ST Acquisition Documents (and the Borrower may
            guaranty the ST Acquisition Indebtedness)

      (c)   Section 9.10 of the Credit Agreement is deleted and the following is
            substituted therefor:

      9.10 Maximum Leverage Ratio. The Borrower, on a consolidated basis, shall
maintain: (a) as at March 31, 1997and June 30, 1997, a Leverage Ratio of not
more than 2.50 to 1.00; (b) as at September 30, 1997, a Leverage Ratio of not
more than 3.40 to 1.00; (c) as at December 31, 1997, and March 31, 1998, a
Leverage Ratio of not more than 3.00 to 1.00; (d) as at June 30, 1998 and
September 30, 1998 a Leverage Ratio of not more than 2.25 to 1.00; and (f) as at
the end of each subsequent fiscal quarter, a Leverage Ratio of not more than
2.00 to 1.00.


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<PAGE>


      (d)   The following terms are added after the definition of "SEC" in
            Section 11.1 of the Credit Agreement: 

      "ST Acquisition" shall mean the acquisition by Retconn Incorporated of all
of the issued and outstanding capital stock of S.T. Electronics, Inc., a
California corporation pursuant to the ST Acquisition Documents for the purchase
price of not more than $3,450,000.

      "ST Acquisition Documents" shall mean the Stock Purchase Agreement dated
as of July 30, 1997, as amended by the First Amendment dated July 31, 1997, and
all other agreements executed in connection therewith which shall be assigned to
the Lender to secure the Obligations.

"ST Acquisition Indebtedness" shall mean the principal amount of $2,000,000 to
be incurred by Retconn Incorporated plus the amount of the net worth adjustment,
if any, as provided in the ST Acquisition Documents (and guaranteed by the
Borrower) in connection with the ST Acquisition, evidenced by a promissory note
bearing interest at a rate of 7% per annum which indebtedness shall be unsecured
and shall be payable quarterly based on a straightline amortization basis over a
five-year term.

      (e)   The definition of "Subsidiary Guarantor" contained in Section 11.1
            of the Credit Agreement is deleted and the following is substituted
            therefor:

                  "Subsidiary Guarantor" shall mean initially, ASP Realty
            Company, American Silicon Products, Inc., Polese Company, Inc.,
            Retconn Incorporated, SPM Holdings Corporation and Type III, Inc.

      (f)   The following is added after the current language of Section 9.3 of
            the Credit Agreement:

                  Notwithstanding the foregoing, the Borrower shall have the
right to implement a share repurchase program under which on or prior to
December 31, 1998, it shall have the right to repurchase its publicly traded
common stock from time to time from its shareholders for an aggregate purchase
price of not more than $2,000,000.

2.    Conditions Precedent. The Lender's obligations under this Agreement are
      contingent upon the Lender's receipt of the following, all in form, scope
      and content acceptable to the Lender in its sole discretion:

      (a)   Amendment Agreement. This Agreement duly executed by the parties
            hereto;

      (b)   ST Documents. The Stock Purchase Agreement dated as of July 30,
            1997, among Retconn Incorporated, the Borrower, Niwatana
            Chaimongkol, Somnuk Thongkumthamachart and S.T. Electronics, Inc.
            and all agreements executed in connection therewith;

      (c)   Amendment Fee. Payment to Lender of the amendment fee in the amount
            of $12,500;

      (d)   Legal Fees. Payment to the Lender of all legal fees and expenses
            incurred by the Lender in connection with this Agreement; and

      (e)   Other. Such other agreements and instruments as the Lender shall
            require.


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3.    Reaffirmation By Borrower. The Borrower acknowledges and agrees, and
      reaffirms, that it is legally, validly and enforceably indebted to the
      Lender under the Notes without defense, counterclaim or offset, and that
      it is legally, validly and enforceably liable to the Lender for all costs
      and expenses of collection and attorneys' fees related to or in any way
      arising out of this Agreement, the Credit Agreement, the Notes and other
      Credit Documents. The Borrower hereby restates and agrees to be bound by
      all covenants contained in the Credit Agreement and the other Credit
      Documents and hereby reaffirms that all of the representations and
      warranties contained in the Credit Agreement remain true and correct in
      all material respects. The Borrower represents that except as set forth in
      the Credit Agreement, there are not pending or to the Borrower's knowledge
      threatened, legal proceedings to which the Borrower or any of the
      Subsidiary Guarantors is a party or which materially or adversely affect
      the transactions contemplated by this Agreement or the ability of the
      Borrower or any of the Subsidiary Guarantors to conduct its business. The
      Borrower acknowledges and represents that the resolutions of the Borrower
      dated January 23, 1997, remain in full force and effect and have not been
      amended, modified, rescinded or otherwise abrogated.

4.    Reaffirmation by the Subsidiary Guarantors. Each of the Subsidiary
      Guarantors acknowledges that each is legally and validly indebted to the
      Lender under the Subsidiary Guaranty of each without defense, counterclaim
      or offset. Each of the Subsidiary Guarantors affirms that the Subsidiary
      Guaranty of each remains in full force and effect and acknowledges that
      the Subsidiary Guaranty of each encompasses, without limitation, the
      amount of the Loan, as modified herein.

5.    Reaffirmation re: Collateral. The Borrower and the Subsidiary Guarantors
      reaffirm the liens, security interest and pledges encumbering the Security
      Agreement Collateral to secure the obligations of each thereunder.

6.    Other Representations by Borrower and Subsidiary Guarantors. The Borrower
      and the Subsidiary Guarantors each represents and confirms that (a) no
      Default or Event of Default has occurred and is continuing and the Lender
      has not given its consent to or waived any Default or Event of Default and
      (b) the Credit Agreement and the other Credit Documents are in full force
      and effect and enforceable against the Borrower and the Subsidiary
      Guarantors in accordance with the terms thereof. The Borrower and the
      Subsidiary Guarantors each represents and confirms that as of the date
      hereof, each has no claim or defense (and the Borrower and the Subsidiary
      Guarantors each hereby waive every claim and defense) against the Lender
      arising out of or relating to the Credit Agreement and the other Credit
      Documents or the making, administration or enforcement of the Loans and
      the remedies provided for under the Credit Agreements.

7.    No Waiver By Lender. The Borrower and the Subsidiary Guarantors each
      acknowledges that (a) by the execution by each of this Agreement, the
      Lender is not waiving any Default, whether now existing or hereafter
      occurring, disclosed or undisclosed, by the Borrower under the Credit
      Documents and (b) the Lender reserves all rights and remedies available to
      it under the Credit Documents and otherwise.

8.    Miscellaneous

      (a)   This Agreement may be executed by one or more of the parties to this
            Agreement on any number of separate counterparts (including by
            facsimile transmission), and all of 


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            said counterparts taken together shall be deemed to constitute one
            and the same instrument.

      (b)   This Agreement and the rights and the obligations of the parties
            hereunder shall be governed by, and construed in accordance with,
            the laws of the State of Connecticut.

      (c)   This Agreement shall be deemed a Credit Document under the Credit
            Agreement for all purposes.


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<PAGE>


      The parties have executed this agreement as of the date first written
above.


                                               SEMICONDUCTOR PACKAGING          
                                               MATERIALS CO., INC.
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                               
                                               
                                               ASP REALTY COMPANY
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Assistant Treasurer and
                                                         Assistant Secretary
                                               
                                               
                                               AMERICAN SILICON PRODUCTS, INC.
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Assistant Treasurer and
                                                         Assistant Secretary
                                               
                                               
                                               POLESE COMPANY, INC.
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                               
                                               
                                               RETCONN INCORPORATED
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name:  Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                               
                                               
                                               SPM HOLDINGS CORPORATION
                                               
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name: Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary
                                               
                                               
                                               TYPE III, INC.
                                               By: /s/ Andrew A. Lozyniak
                                                  ---------------------------
                                                  Name: Andrew A. Lozyniak
                                                  Title: Treasurer and Secretary


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                                                 Lender:                        
                                                 
                                                 FIRST UNION BANK OF CONNECTICUT
                                                 By
                                                    ---------------------------
                                                    Name:
                                                    Title:


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