<PAGE>

                              SUBCONTRACT AGREEMENT

                                     Between

                            TEAM PACIFIC CORPORATION

                                       And

                         ADVANCED POWER TECHNOLOGY, INC.

                                January 26, 2000

                                       To

                                January 26, 2003

[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       1
<PAGE>

         This ASSEMBLY AGREEMENT (hereinafter referred to as "Agreement") is
entered into the 26th day of January year 2000 by and between:

         ADVANCED POWER TECHNOLOGY, INC., a corporation duly organized and
existing under the laws of the United States of America, having its principal
place of business at 405 S.W. Columbia Street, Bend, Oregon 97702, USA
(hereinafter referred to as "Customer") and

         TEAM PACIFIC CORPORATION, a company duly organized and existing under
the laws of the Republic of the Philippines, having its principal place of
business at Electronics Avenue. FTI Complex, Tagig, Metro Manila, Philippines
(hereinafter referred to as "TEAM")

                                   WITNESSETH:

         WHEREAS, TEAM has previously assembled electronics devices for Customer
and has the capacity to manufacture and test plastic and hermetic packages and
install semiconductor devices provided by Customer in such packages at its
facility in the Philippines; and

         WHEREAS, Customer desires to obtain a commitment from TEAM to make
available for Customer a portion of TEAM's production capacity described above:

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows;

AGREEMENT

1.0      DEFINITIONS

         1.1      "Electrically Sorted Dice" shall mean Customer's proprietary
                  semiconductor devices.

         1.2      "Production Materials" shall mean materials, including
                  electrically sorted dice, which Customer provides to TEAM.

         1.3      "Customer Forecasts" shall have the meaning set forth in
                  Section 3.1 below.

         1.4      "Finished Products shall mean the completed packages with
                  electrically sorted dice installed, which TEAM agrees to
                  assemble under this Agreement.

         1.5      "Year" shall mean a period of twelve months, and a year of
                  this agreement shall be a period of twelve (12) months from
                  the date of Agreement.

         1.6      "WIP" shall mean work in process.

2.0      MANUFACTURE AND ASSEMBLY AND TEST OF PACKAGES: MATERIALS

<PAGE>

         2.1      TEAM shall manufacture packages pursuant to orders received
                  from Customer and shall install electrically sorted dice in
                  the packages pursuant to Customer's process specifications as
                  set forth in Appendix I.

         2.2      TEAM agrees to provide all equipment, personnel, manufacturing
                  space needed to assemble Customer's finished product in the
                  monthly quantities set fort in Customer's monthly forecast.
                  TEAM also guarantees enough office space for its Customer's
                  representatives and storage space for all consigned materials
                  for module assembly. TEAM agrees to provide the materials
                  required for the assembly of the Finished Products other than
                  electrically sorted dice and items mentioned in Appendix II
                  and V.

         2.3      Customer shall supply TEAM with sufficient electrically sorted
                  dice to allow TEAM to meet Customer's first month's firm
                  commitment as provided for in Section 3.1.

         2.4      TEAM agrees to assemble Customers finished product in
                  accordance with Customer's process specifications indicated in
                  Appendix I of this Agreement. Customer will give TEAM
                  sixty-(60) days written notice of any changes or modifications
                  to those specifications if those changes affect Customer's
                  devices. TEAM agrees that no changes can take place without
                  Customer's expressed, written approval. TEAM agrees to furnish
                  Customer a full copy of the specs in Appendix IV in the event
                  of a change in revision.

         2.5      Customer agrees to give TEAM sixty-(60) day written notice if
                  Customer requires any material change to TEAM's standard
                  process specifications.

         2.6      Customer agrees to consign equipment in Appendix IV to TEAM
                  and TEAM understands they are responsible for calibration and
                  maintenance of this equipment. Customer maintains ownership of
                  this equipment.

         2.7      Customer agrees to pay for the price of the Finished Products
                  used for TEAM's Internal Reliability Monitors per Appendix
                  III. Customer will be copied on all reports.

3.0      CUSTOMER FORECASTS: ORDERS

         3.1      On or before the 15th day of each month, Customer will
                  provide TEAM with a three-(3) month rolling forecast of all
                  the production levels of TEAM (a "Customer Forecast"). The
                  first month forecast shall be [ * ] firm commitment. The
                  Customer Forecast for the second month shall be [ * ] firm
                  and the third month shall be a good faith estimate of
                  number of Finished Products to be assembled by TEAM.

         3.2      TEAM agrees to reserve sufficient production capacity for
                  manufacturing packages and assembling Finished Products in
                  accordance with Section 3.1 above. A [ * ] buffer capacity
                  shall be reserved by TEAM in order to handle upward
                  fluctuations of orders from customer.

[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       3
<PAGE>

         3.3      Nothing in this Agreement shall restrict or prohibit Customer
                  from contracting with others for assembly services similar to
                  those provided by TEAM under this Agreement, provided that
                  TEAM shall be given priority with respect to volume covered by
                  the Customer Forecast and provided further that TEAM maintains
                  a leadership position with respect to price, delivery,
                  quality, and customer service.

         3.4      TEAM agrees to provide customer WIP reports including
                  scheduled ship dates twice per week and monthly yield
                  summaries.

         3.5      Customer will use a blanket purchase order for and every six
                  months.

         3.6      Subject to the terms set forth herein, TEAM shall provide
                  Finished Products to Customer consistent with the releases as
                  provided by the purchase order and supporting purchase order
                  number.

4.0      PAYMENT AND PRICING

         4.1      Customer shall pay TEAM for assembly and test of Finished
                  Products pursuant to invoices received by Customer within
                  thirty (30) days from invoice date. All invoices shall be in
                  U.S. Dollars and all payments shall be made to TEAM via
                  telegraphic transfer.

         4.2      Customer shall pay TEAM for non-trade expense within 7 days
                  from invoice date. Brokerage, releasing fee and shipping
                  charges, office supplies and other advances made by TEAM in
                  behalf of the Customer are classified as non-trade expenses.

         4.3      Subject to adjustment as provided in Section 4.4 below, prices
                  shall be as set forth in the price schedule shown in Appendix
                  II attached. All prices are quoted FOB, ex-TEAM's plant,
                  Manila.

         4.4      If TEAM's direct material or labor or overhead costs
                  related to TEAM's performance under this Agreement increase
                  by more than [ * ] percent during the first year of this
                  Agreement or by more than [ * ] percent during the
                  succeeding years of this Agreement, for any reason
                  whatsoever, TEAM may give customer written notice of a
                  proposal price increase. TEAM shall endeavor to provide the
                  justification for such price increase to the extent
                  possible without disclosing the details of its cost
                  structure. Customer shall thereafter within thirty (30)
                  days of the date of TEAM's notice either; (a) notify TEAM
                  that it accepts the price increase, in which case the
                  increase shall be effective for all Finished Products
                  delivered after the date of Customer's notice; or (b)
                  notify TEAM of its acceptable new price. Both parties agree
                  to exercise good faith and resolve on best effort basis any
                  differences on the proposed price increase within sixty
                  (60) days.

         4.5      TEAM will 100% test products for DVSD, final test and UIS on
                  testers supplied by Customer. TEAM and Customer recognize that
                  additional testing currently performed by Customer may be off
                  loaded to TEAM sometime in the future. Equipment consignment
                  and test charges will be mutually agreed upon at a later

[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       4

<PAGE>

                  date. TEAM will also conduct isolation tests on SOT227 using
                  Customer's supplied isolation testers. All units, which pass
                  through isolation and open short test, shall be charged to
                  customer. All rejected units at isolation test are billable to
                  the customer.

         4.6      TEAM shall credit the price paid by Customer for any Finished
                  Products, which may not conform, to the specifications as
                  defined in Appendix I, or to any future updates to the
                  specifications duly approved by Customer.

5.0      SHIPMENTS

         5.1      Customer shall ship all Production Materials and Dice to
                  TEAM's plant in Manila at Customer's expense.

         5.2      TEAM shall ship all Finished Products assembled three (3)
                  times per week, unless otherwise mutually agreed upon on a
                  case to case basis. TEAM shall insure and arrange for shipment
                  of Finished Products by any reasonable method specified by
                  Customer. Customer shall pay all charges for shipping,
                  insurance and in land charges on Finished Products as well as
                  shipback of Production Materials and Dice.

6.0      TAXES, PERMITS, APPROVALS

         6.1      TEAM shall have the sole responsibility to pay any and all
                  import duties. taxes and other charges levied by government
                  authorities in the Philippines upon, or in connection with,
                  any transaction covered by this Agreement.

         6.2      TEAM shall have the sole responsibility to obtain all permits,
                  licenses and approval from government authorities in the
                  Philippines necessary for the performance of this Agreement to
                  comply with any requirement to file this Agreement with any
                  government authority in the Philippines.

         6.3      Upon Customer's request, TEAM shall promptly provide Customer
                  with any and information and documentation as may by required
                  for customs clearance into the United States or the
                  Philippines.

7.0      COMPLIANCE WITH LAWS

         Each party shall comply with laws and regulations applicable to it in
         the performance of its obligations pursuant to this Agreement.

8.0      OWNERSHIP

         All electrically sorted dice, Production Materials provided by Customer
         and Finished Products shall be and all times remain the property of
         Customer. TEAM agrees that it


                                       5
<PAGE>

         will not place nor permit to stand any lien of other encumbrance
         against electrically sorted dice, Production Materials provided by
         Customer or Finished Products.

9.0      WARRANTY

         TEAM warrants that the products to be assembled, open/short, final
         tested (on some package types), isolation tested and shipped hereunder
         shall have been assembled, open/short tested, final tested (on some
         package types), isolation tested and shipped in conformity with
         specifications of both TEAM and Customer. TEAM shall have no obligation
         under any warranty set forth above in the event that:
         a.       The Finished Products have failed as a result of catastrophe
             or fault or negligence of Customer or its Customers;
         b.       The Finished Products have been modified by Customer or its
             Customers in a way which affects the performance of the Finished
             Product;
         c.       The Finished Products have not been stored, maintained or used
             by Customer or its Customers in accordance with Customer's
             standard operating and/or maintenance instructions.
         TEAM makes no warranty of fitness for purpose in respect of the
         products assembled, open/short tested, isolation tested and shipped
         hereunder.

10.0     CONFIDENTIALITY

         TEAM and Customer agree, shall cause its employees, subcontractors,
         customers and agents, during the term of this Agreement and thereafter
         to keep confidential and not disclose to third parties or use, except
         as expressly authorized in writing by both parties or as required by
         legally constituted authority or in the course of performing it
         obligations hereunder, any confidential information covered by this
         Agreement. Confidential information shall include Customer's and TEAM's
         written specifications and all other information provided and
         identified by both parties as confidential or which TEAM or Customer
         has reason to know is treated by one party as confidential.

11.0     INDEMNIFICATION

         Each party shall defend and hold harmless the other party, its agents,
         employees and other representatives from and against and shall
         indemnify each such person for any liability, loss, costs expenses and
         damages to such person arising out of any act, neglect, default or
         omission of it or any agents, employees or other representatives in
         connection with this Agreement. The indemnifying party shall have the
         right to control the defense, compromise or settlement of any third
         party claim. action or suit involving the indemnifying party and the
         indemnified party shall cooperate and furnish such records, information
         and testimony as may reasonably be requested by the indemnifying party,
         the indemnified party shall be entitled to participate in, but no
         direct, the defense of any such claim, action or proceeding with
         counsel of its own choice. Nothing herein is intended to or shall
         relieve any party from liability for its own act, omission or
         negligence.


                                       6
<PAGE>

12.0     TERMS AND TERMINATION

         12.1     This Agreement shall continue in full force and effect for
                  a-period of thirty six (36) months from the date of this
                  Agreement unless earlier terminated as provided below in this
                  section. An annual review shall be done by either party in
                  order to consider any change that may affect the condition of
                  the business between TEAM and APT. Prices however, are subject
                  to change at any time if mutually agreed upon by TEAM and the
                  Customer.

         12.2     Either party may terminate this Agreement in the event that
                  the other party defaults in the performance of its obligations
                  under this Agreement and the default has not been remedied to
                  the reasonable satisfaction of the non defaulting party within
                  ninety (90) days after receipt by the defaulting party of
                  written notice of the default.

         12.3     Customer may terminate this Agreement after giving TEAM ninety
                  (90) days' written notice of its intention to do so if TEAM
                  and Customer cannot agree on (a) mutually acceptable price
                  increases as provided in section 4.4 or (b) any modification
                  to Customer's process specifications proposed by either party.

         12.4     Customer may terminate this Agreement immediately as provided
                  in Section 13.2. TEAM may terminate the Agreement immediately
                  in the event the Customer fails or refuses to pay any
                  outstanding billing of TEAM under this Agreement.

         12.5     Upon termination of this Agreement, at Customer's request,
                  TEAM shall immediately deliver to Customer all electrically
                  sorted dice, Production Materials provided by Customer, and
                  Finished Products in its possession. And the Customer shall
                  pay outstanding billing of TEAM consistent with the payment
                  terms as described in Section 4.1 including all materials
                  purchased by TEAM for the manufacture of the Customer's
                  products.

         12.6     Upon termination or expiration of the term of this Agreement,
                  the rights and obligations of the parties under this Agreement
                  shall end, and neither party shall have claim for termination
                  damages, against the other; provided, however; that the
                  following provisions shall survive termination of this
                  Agreement: (a) Customer's payment obligations specified in
                  Section 4; (b) Team's obligations specified in Section 6 and
                  8; (c) any law, order, proclamation, regulation, ordinance,
                  demand or requirement of any government or (d) any other acts
                  whatsoever, whether similar or dissimilar to those enumerated
                  above that are beyond the reasonable control of either party
                  to this Agreement, the party so affected, upon giving prompt
                  notice to the other party, shall be excused from the
                  performance of the obligation or obligations so prevented,
                  restricted or interfered with, provided the affected party
                  uses its best efforts to rectify, avoid or remove such causes
                  on nonperformance.


                                       7
<PAGE>

13.0     FORCE MAJEURE

         13.1     Subject to the limitation provided in 13.2 below, if the
                  performance of this Agreement or any obligation provided
                  herein is prevented, restricted or interfered with by reason
                  of (a) fire, explosion, plant breakdown, failure of machinery,
                  strike or labor dispute, whether creating significant property
                  damage or failure of sources of supply of raw materials,
                  supplies, power or water, (b) war, police actions, conflicts
                  involving armed forces, revolutions, insurrections or civil
                  commotion, (c) any law, order, proclamation, regulation,
                  ordinance demand or requirement of any government or (d) any
                  other acts whatsoever, whether similar or dissimilar to those
                  enumerated above that are beyond the reasonable control of
                  either party to this Agreement, the party so affected, upon
                  giving prompt notice to the other party, shall be excused from
                  the performance of the obligation or obligations so prevented,
                  restricted or interfered with, provided the affected party
                  uses its best efforts to rectify, avoid or remove such causes
                  of nonperformance.

         13.2     If any condition described in 13.1 above shall prevent,
                  restrict or interfere with TEAM's performance of any
                  obligation hereunder for a period of sixty (60) or more days,
                  Customer shall have the right immediately to terminate this
                  Agreement without prior notice to TEAM and at no cost to
                  Customer.

14.0     LIMITATIONS OF LIABILITY

         In no event shall customer have any liability to TEAM or any other
         person for consequential, incidental, indirect or special damages of
         any nature whatsoever (including without limitation, lost revenues,
         lost profits, delays or loss of use) arising out of or in any way
         related to Customer's performance or nonperformance of this Agreement.
         Customer's liability to TEAM upon expiration or termination of this
         Agreement for any reason, with or without causes, shall be limited to
         payment for Finished Products on order at the time of termination and
         materials purchased by TEAM for the manufacture of the Customer's
         products. These limits will apply to all claims, including without
         limitation contract, indemnify and tort.

15.0     GENERAL

         15.1     Interpretation and Governing Laws. This Agreement shall be
                  interpreted in accordance with the plain English meaning of
                  its terms except for the industry accepted abbreviations and
                  shall be governed by the laws of California, USA, excluding
                  choice of laws rules and excluding the United Nations
                  Convention on the International Sale of Goods.

         15.2     Venue, Attorneys Fees. TEAM consents to personal jurisdiction
                  over it by the state and federal courts of California in.
                  connection with any dispute arising out of this Agreement. In
                  any action to enforce or interpret this Agreement, the
                  prevailing party shall be entitled to recover reasonable costs
                  and attorneys fees at trial, on appeal, and on any petition
                  for review.


                                       8
<PAGE>

         15.3     Notices. Any notice or report permitted or required by this
                  Agreement shall be deemed given if delivered personally or
                  sent by First Class Mail, postage prepaid, addressed to the
                  other party at the address first written above or at such
                  other address as designated by the party by written notice, or
                  by confirmed telex or facsimile. If notice is given by mail
                  and the date of the notice affects either party's rights under
                  this Agreement, the effective date of the notice shall be
                  seven (7) days after the date of mailing or the date the
                  notice is received whichever is earlier.

         15.4     Entire Agreement: Modification. This Agreement contains the
                  entire agreement and understanding between and among the
                  parties with respect to the subject matter hereof. and unless
                  otherwise provided in this Agreement, no modification or
                  waiver of any of the provisions, or any future representation,
                  promise, or addition, shall be binding upon the parties unless
                  made in writing and signed by both parties.

         15.5     Waiver. The failure of either party to enforce at any time any
                  provisions of this Agreement shall not be construed to be a
                  waiver of such provision or of the right thereafter to enforce
                  each and every provision of this Agreement. No waiver by
                  either party to this Agreement, either express or implied, of
                  any breach of any term, condition or obligation of this
                  agreement shall be construed as a waiver of any subsequent
                  breach of that term, condition of obligation or of any other
                  term, condition or obligation or of any other term, condition
                  or obligation of this Agreement.

         15.6     Assignment: Binding Effect. Neither party shall assign,
                  transfer, or sell its rights under this Agreement or delegate
                  its duties hereunder without the prior written consent of the
                  other parties hereto. This Agreement shall be binding upon and
                  inure to the benefit of the parties hereto and their
                  successors and permitted assigns.

         15.7     Severability. If any provision, term or other portion of this
                  Agreement shall be held invalid, illegal or unenforceable by
                  any court of competent jurisdiction, the remaining portion
                  shall remain in force and effect.

         15.8     Heading. Headings used this agreement are for convenience only
                  and shall not be construed as apart of or affect the
                  construction or interpretation of any provision of this
                  Agreement.

         15.9     Export Control. TEAM understands that Customer is subject to
                  regulation by United States government agencies, which
                  restrict export or diversion of Finished Products and
                  Production Materials or information provided by Customer to
                  TEAM hereunder. Regardless of any disclosure by Customer to
                  TEAM of an ultimate destination of Finished Products or any
                  information disclosed hereunder, TEAM warrants that it will
                  not export in any manner, either directly or indirectly, any
                  product or information without fist obtaining all necessary
                  approvals from appropriate U.S. government agencies. TEAM
                  acknowledges that the regulation


                                       9
<PAGE>

                  of product export is in continuous modification. TEAM agrees
                  to complete all documents and meet all requirements arising
                  out of such modifications.

         15.10    Customer shall, at its expense, supply TEAM with jigs and
                  fixtures (i.e.: graphite boats) to allow TEAM to perform its
                  obligation under this agreement. If in case forecast goes up
                  and additional jigs and fixtures are required, Customer shall,
                  at its expense provide additional jigs and fixtures. This also
                  covers new devices with new configuration. TEAM, however, is
                  responsible for replacement of these jigs and fixtures in case
                  of damage and normal wear and tear.

         15.11    Governing Language. This Agreement may be translated into a
                  language other than English version of the Agreement control
                  the rights and obligations of the parties regardless of
                  subsequent translation and regardless of any reliance by any
                  party upon such translation. All communications and notices to
                  this Agreement shall be in English.

         In Witness whereof. the parties have caused the Agreement to be
         executed as of the date first set forth above.

TEAM PACIFIC CORPORATION               ADVANCED POWER TECHNOLOGY, INC.
By:      S/S                         By:     S/S



Ceferino F. Bautista                   Russell Creecraft
Senior Vice President - Sales          Vice President - Manufacturing Operations


                                       10

<PAGE>

                                   APPENDIX I

                             PROCESS SPECIFICATIONS

<TABLE>
<CAPTION>
REVISION NO.      DOCUMENT NO.         DOCUMENT TITLE
<S>               <C>                  <C>
15                TAFC-1064            TPC TO-247 ASSY. PROCESS FLOWCHART
11                TAFC-1066            TPC SOT-227 PROCESS FLOWCHART
7                 TAFC-1175            TPC TO-264 PROCESS FLOWCHART
4                 TAFC-1208            TPC TO-268 (D3PAK) PROCESS FLOWCHART
1                 TAFC-1211            TPC EXT TO-247 ASSEMBLY PROCESS
                                       FLOWCHART
F                 D3P ENGG             D3PAK PACKAGE OUTLINE DRAWING
3                 PD-247-5             TO-247 PACKAGE OUTLINE DRAWING
1                 PD-EXT-2473          EXT 247 PACKAGE OUTLINE DRAWING
                                       (MAX247, TO-247 HOLELESS)
1                 PD-0001-P            TO-264-PACKAGE OUTLINE DRAWING
                                       TEAM STANDARD
3                 TAFC-1213            TPC-APT Application Specific Power Module
                                       (ASPM) Assembly Process Flowchart
</TABLE>


                                       11

<PAGE>

APPENDIX PRICE LIST
STANDARD TO247 & HOLELESS TO247
<TABLE>
<S><C>
                  STD TO247 W/SINGLE DIE                                   KTMC                                    HYSOL
      TO-247 SINGEL DIE W/O CATHODE WIRE
                               AUTO TRIM
                                                         FIRST    EXCESS OF      EXCESS OF   HYSOL   FIRST    EXCESS OF   EXCESS OF
                                                                                             ADDER
                                                         [                   *           ]           [             *             ]
                                             BASE PRICE  [                   *           ]           [             *             ]

                    STD TO247 W/DUAL DIE                                   KTMC                                    HYSOL

                                                         FIRST    EXCESS OF      EXCESS OF   HYSOL   FIRST    EXCESS OF   EXCESS OF
                                                                                             ADDER
                                                         [                   *            ]          [             *             ]
                                             BASE PRICE  [                   *            ]  [  *  ] [             *             ]

  STD TO247 W/SINGLE DIE W/O CENTER LEAD                                   KTMC                                    HYSOL
                        (W/CATHODE WIRE)
                                                         FIRST    EXCESS OF      EXCESS OF   HYSOL   FIRST    EXCESS OF   EXCESS OF
                                                                                             ADDER
                                                         [                   *            ]          [             *             ]
                                             BASE PRICE  [                   *            ]  [  *  ] [             *             ]

                    STD TO247 RF-104/114                                   KTMC                                    HYSOL
                 APT SUPPLIES SUBSTRATES
                                                         FIRST    EXCESS OF      EXCESS OF   HYSOL   FIRST    EXCESS OF   EXCESS OF
                                                                                             ADDER
                                                         [                   *            ]          [             *             ]
                                             BASE PRICE  [                   *            ]  [  *  ] [             *             ]

                     STD TO247 RF105/125                                   KTMC                                    HYSOL
                 APT SUPPLIES SUBSTRATES
                                                         FIRST    EXCESS OF      EXCESS OF   HYSOL   FIRST    EXCESS OF   EXCESS OF
                                                                                             ADDER
                                                         [                   *            ]          [             *             ]
                                             BASE PRICE  [                   *            ]  [  *  ] [             *             ]

                          HOLELESS TO247                                   KTMC                                    HYSOL
                                                         ANY                                 HYSOL   ANY
                                                         VOLUME              *               ADDER   VOLUME
                                             BASE PRICE  [                   *            ]  [  * ]  [             *             ]
COST ADDER FOR MANUAL UIS                            [        *        ]
COST ADDER FOR SOLDER PLATE                          [        *        ]
COST ADDER FOR MANUAL FINAL TEST                     [        *        ]
COST DEDUCTION TO REPLACE O/S W/UIS                  [        *        ]
OR DVSD
COST DEDUCTION FOR DICE RCVD SAWN                    [        *        ]        (1 DIE)
COST DEDUCTION FOR DICE RCVD SAWN                    [        *        ]        (2 DIE)
                  QUICK TURN ADDER [ * ] SINGLE DIE [ * ] PCS MAX
                                   [ * ] ALL OTHER  [ * ] PCS MAX
</TABLE>

ADDITIONAL PROVISIONS
-        ALL T0247 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, SHIPPING
         TUBES, & BOXES
-        TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED HEREIN
-        IN DETERMINING WHICH DEVICE TYPE WILL FALL UNDER THE "IN EXCESS OF [*]
         UNITS PER MINTH" CATEGORY, THE INCREMENTAL VOLUME SHALL BE APPORTIONED
         TO EASH DEVICE TYPE'S PROPORTIONATE OF THE TOTAL ACTUAL VOLUME FOR THE
         RECKONING PERIOD.

[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.


                                       12
<PAGE>

<TABLE>
<S><C>
SOT227
                             SINGLE DIE                                                                                      HYSOL
        USING THERMIC EDGE AND CERAMTEC                              FIRST    EXCESS OF         HYSOL           FIRST    EXCESS OF
                              SUBSTRATE                                                         ADDER
                                                                     [        *        ]                        [        *        ]
                                                         BASE PRICE  [        *        ]        [   *    ]      [        *        ]
                                            SUBSTRATE COST INCREASE  [        *        ]                        [        *        ]
                                           SUBSTRATE COST REDUCTION  [        *        ]                        [        *        ]
                                                              TOTAL

                                 DUAL DIE                                      KTMC                                          HYSOL
                                                                     FIRST    EXCESS OF         HYSOL           FIRST    EXCESS OF
                                                                                                ADDER
                                                                     [        *        ]                        [        *        ]
                                                         BASE PRICE  [        *        ]        [   *    ]      [        *        ]
                                            SUBSTRATE COST INCREASE  [        *        ]                        [        *        ]
                                                              TOTAL  [        *        ]                        [        *        ]

                           1/2H.P/AP/FRED                                                                                    HYSOL
                                                                     FIRST    EXCESS OF         HYSOL           FIRST    EXCESS OF
                                                                                                ADDER
                                                                     [        *        ]                        [        *        ]
                                                         BASE PRICE  [        *        ]        [   *    ]      [        *        ]
                                            SUBSTRATE COST INCREASE  [        *        ]                        [        *        ]
                                                              TOTAL  [        *        ]                        [        *        ]

                           1/2H.P/AP/FRED                                                                                    HYSOL
  15 MILS ALUMINA W/8 MILS DBC BOTH SIDES                            FIRST    EXCESS OF         HYSOL           FIRST    EXCESS OF
                                FROM IXYS                                                       ADDER
                                                                     [        *        ]                        [        *        ]
                                                         BASE PRICE  [        *        ]        [   *    ]      [        *        ]
                                            SUBSTRATE COST INCREASE  [        *        ]                        [        *        ]
                                                              TOTAL  [        *        ]                        [        *        ]

                                    PFC                                                                                      HYSOL
                                                                     FIRST    EXCESS OF         HYSOL           FIRST    EXCESS OF
                                                                                                ADDER
                                                                     [        *        ]                        [        *        ]
                                                         BASE PRICE  [        *        ]        [   *    ]      [        *        ]
                                            SUBSTRATE COST INCREASE  [        *        ]                        [        *        ]
                                                              TOTAL  [        *        ]                        [        *        ]
</TABLE>


[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       13
<PAGE>

SOT-227 CO

                  COST ADDER FOR MANUAL UIS           [*]
                  COST ADDER FOR SOLDER PLATE         [*]
                  ADDER FOR MANUAL FINAL TEST         [*]
                  DUAL DIODE                          [*]
                  COST REDUCTION TO REPLACE O/S W/UIS [*]
                  OR DVSD                             [*]
                  ADDER DVSD FT,Q + & NO UIS          [*]
                  ADDER FOR UIS. DVSD. FT.Q+          [*]
                  COST REDUCTION FOR DICE RCVD SAWN   [*]     (AP)
                                                      [*]     (DUAL)
                                                      [*]     (P)
                                                      [*]     (SINGLE)
                                     QUICK TURN ADDER [*] SINGLE DIE [*] PCS MAX
                                                      [*] ALL OTHER,[*] PCS MAX



  ADDITIONAL PROVISIONS
  -ALL SOT227 BASE PRICES INCLUDE O/S & ISOLATION TEST MOUNTING HARDWARE
  (SCREWS/NUTS/WASHERS), SHIPPING TUBES, & BOXES
  -ALL SOT227 ASSEMBLY ASSUMES THE USE OF ALN SUBSTRATES (MIN. CONDUCTIVITY IS
  170 W/C)
  -VOLUME PRICE BREAKS DETERMINED BY TOTAL SOT227 VOLUME INCLUDING ALL
  CONFIGURATIONS
  -VOLUME PRICE BREAKS BASED ON MONTHLY LOAD/RECEIPTS FROM CUSTOMER
  -TEAM SUPPLIES ALL MATERIALS EXCEPT DICE UNLESS OTHERWISE STATED HEREIN


[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       14
<PAGE>

<TABLE>
<S><C>
                             RF (32W)                                                                                  HYSOL
           APT SUPPLIES CTR SUBSTRATE                              FIRST    EXCESS OF         HYSOL        FIRST
                                                                                              ADDER
                                                                   [        *        ]
                                                       BASE PRICE  [        *        ]        [  *  ]      [   *    ]

                        INDUCTOR COIL                                                                                  HYSOL
   APT SUPPLIES LEADFRAME & SUBSTRATE                              FIRST    EXCESS OF         HYSOL        FIRST
                                                                                              ADDER
                                                                   [        *        ]
                                                       BASE PRICE  [        *        ]        [  *  ]      [   *    ]
TO264
          SINGLE DIE                                     KTMC                                                    HYSOL
                                            FIRST [*]         EXCESS OF [*]       HYSOL ADDER          FIRST [*]          EXCESS OF
                                                                                                                             [*]
                             BASE PRICE        [*]                [*]                 [*]                [*]                 [*]

        DUAL DIE (8W)                                    KTMC                                                    HYSOL
                                            FIRST [*]         EXCESS OF [*]       HYSOL ADDER          FIRST [*]          EXCESS OF
                                                                                                                             [*]
                             BASE PRICE        [*]                [*]                 [*]                [*]                 [*]

        DUAL DIE (12W)                                   KTMC                                                    HYSOL
                                            FIRST [*]         EXCESS OF [*]       HYSOL ADDER          FIRST [*]          EXCESS OF
                                                                                                                             [*]
                             BASE PRICE        [*]                [*]                 [*]                [*]                 [*]

            3 DIE                                        KTMC                                                    HYSOL
                                            FIRST [*]         EXCESS OF [*]       HYSOL ADDER          FIRST [*]          EXCESS OF
                                                                                                                             [*]
                             BASE PRICE        [*]                [*]                 [*]                [*]                 [*]
</TABLE>

          COST ADDER FOR MANUAL UIS      [*]
         COST ADDER FOR THERMAPHASE      [*]
  COST REDUCTION FOR DICE RCVD SAWN      [*]      (SINGLE0
                                         [*]      (DUAL)

                  QUICK TURN ADDER [*] SINGLE DIE, [*] PCS MAX

ADDITIONAL PROVISIONS
o ALL TO264 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, FINAL TEST, SHIPPING
TUBES, & BOXES o TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED
HEREIN o IN DETERMINING WHICH DEVICE TYPE WILL FALL UNDER THE "IN EXCESS OF 200K
UNITS PER MONTH" CATEGORY, THE INCREMENTAL VOLUME SHALL BE APPORTIONED TO EACH
DEVICE THPE'S PROPORTIONATE OF THE TOTAL ACTUAL VOLUME FOR THE RECKONING PERIOD.

<TABLE>
<S><C>
      D3PAK
          SINGLE DIE                                      KTMC                                                      HYSOL
                                          ANY VOLUME                              HYSOL ADDER     ANY VOLUME
                             BASE PRICE   [*]                                         [*]         [*]

           DUAL DIE                                       KTMC                                                      HYSOL
                                          ANY VOLUME                              HYSOL ADDER     ANY VOLUME
                             BASE PRICE   [*]                                         [*]         [*]

            RF D3                                         KTMC                                                      HYSOL
                                          ANY VOLUME                              HYSOL ADDER     ANY VOLUME
                             BASE PRICE   [*]                                         [*]         [*]
         COST ADDER FOR MANUAL UIS          [*]
         COST ADDER FOR FINAL TEST          [*]
 COST REDUCTION FOR DICE RCVD SAWN          [*]
                  QUICK TURN ADDER  [*] SINGLE DIE, [*] PCS MAX
</TABLE>

ADDITIONAL PROVISIONS
ALL D3PAK BASE PRICES INCLUDE O/S TEST, MARK, SOLDER PLATE, SHIPPING TUBES &
BOXES TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED HEREIN

                                                                   Page 4 of 6

[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       15
<PAGE>

<TABLE>
<S><C>
TO3
                  SINGLE DIE
         APT SUPPLIES HEADERS AND CANS                                          ANY
                                                                                VOLUME
                                                     BASE PRICE                 [*]

                                                         QUICK TURN ADDER 25% SINGLE DIE, 1000 PCS MAX

ADDITIONAL PROVISIONS
*ALL TO 3 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, SHIPPING TUBES & BOXES

DIE PREP

         APT SUPPLIES WAFFLE PACK
                                                                                FIRST            EXCESS OF
                                                                                [*]              [*]
                                                     BASE PRICE                 [*]              [*]

         TEAM SUPPLIES WAFFLE PACK
                                                                                FIRST            EXCESS OF
                                                                                [*]              [*]
                                                     BASE PRICE                 [*]              [*]
</TABLE>


[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.


                                       16
<PAGE>

<TABLE>
<CAPTION>
ASPM

DEVICE                                                   Base Price
<S>                                                      <C>
D2U2                                                         [*]
DRIVER                                                       [*]
FO2(SP2)                                                     [*]
FO2(SP2-INFINEON                                             [*]
FO2(SP2-WITH COPPER ATTACH)                                  [*]
FOH REWORK 1 DIE                                             [*]
FOH REWORK 2 DIE                                             [*]
FOH5010 (SP3)                                                [*]
FOH5010 (SP3) INFINEON                                       [*]
FOH5010 WITH COPPER ATTACH                                   [*]
REHM                                                         [*]
STRAND                                                       [*]
THERMAL DYNAMICS                                             [*]
STEALTH ARRAY                                                [*]
D4R60FD60                                                    [*]
SATCONWITH COPPER ATTACH                                     [*]
SATCON WITHOUT COPPER ATTACH                                 [*]
</TABLE>


[*] = Material has been omitted pursuant to a request for confidential
      treatment, and such material has been filed separately with the SEC.

                                       17
<PAGE>


                                  APPENDIX III

                             TEAM INTERNAL MONITORS

                                PERFORMED MONTHLY

<TABLE>
<CAPTION>
                        SOT-227       TO-247         D3PAK         TO-264       ASPM
<S>                     <C>           <C>            <C>           <C>          <C>
TEMPARATURE CYCLE       8 PCS.        22 PCS.        8 PCS.        8 PCS        3 PCS
PRESSURE POT            8 PCS.        22 PCS.        8 PCS.        8 PCS        3 PCS
85/85                   8 PCS.        22 PCS.        8 PCS.        8 PCS        3 PCS
CORRELATION             24 PCS.       66 PCS.        24 PCS.       24 PCS.      3 PCS.
</TABLE>


                                      18

<PAGE>

                                   APPENDIX IV

                           LIST OF CONSIGNED EQUIPMENT

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   EQUIPMENT CONSIGNED                    MANUFACTURER              QUANTITY                   REMARKS
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>                 <C>
1.       ISOLATION TESTER             KIKUSU/TOSH651              1 SET               SERIAL # 28101279
----------------------------------------------------------------------------------------------------------------------
2.       UIS TESTER                   ITC/ITC5510                 2 UNITS             SERIAL # 9011
                                                                                      SERIAL # 9103
----------------------------------------------------------------------------------------------------------------------
3.       MICROPROBER                  MICROMANIPULATOR            I UNIT              SERIAL # 83010
                                      MODEL 6000
----------------------------------------------------------------------------------------------------------------------
4.       TO-247 120 CAVITIES MOLD     MOSPEC                      I SET               SERIAL # NOT AVAILABLE
         TOOL / LOADING FRAME
----------------------------------------------------------------------------------------------------------------------
5.       D3 MOLD TOOL / LOADING       Micro Precision Tooling     1 UNIT              PURCHASED JOINTLY W/ MOTOROLA
         FRAME, 120 CAVITIES
----------------------------------------------------------------------------------------------------------------------
6.       SOT-227 2 CHASES             Samtech/Sungwoo             1 - CHASE           DECOMMISSIONED
----------------------------------------------------------------------------------------------------------------------
7.       D3PAK TEST HANDLER           EXATRON                     1 SET               SERIAL # 5000H9801085
----------------------------------------------------------------------------------------------------------------------
8.       TESEC 8101T                  TESEC                       1 UNIT              SERIAL # 41840-0373
----------------------------------------------------------------------------------------------------------------------
9.       M20 WIREBONDER               ORTHODYNE                   2 UNITS             SERIAL # 101301
                                                                                      SERIAL # 8911002
----------------------------------------------------------------------------------------------------------------------
10.      TESEC HI-CURRANT UNIT        TESEC                       2 UNITS             SERIAL # 41950-0047
         8213-CU                                                                      SERIAL # 41950-0095
----------------------------------------------------------------------------------------------------------------------
11.      HIGH VOLTAGE MODEL 7818-HV   TESEC                       1 UNIT              SERIAL # 41640-0068
----------------------------------------------------------------------------------------------------------------------
12.      MANUAL TEST MODULE 80005-MB  TESEC                       1 UNIT              SERIAL # 41740-0130
----------------------------------------------------------------------------------------------------------------------
13.      DELTA TESTER     8114-KT     TESEC                       1 UNIT              SERIAL # 41890-0338
----------------------------------------------------------------------------------------------------------------------
14.      DELTA TESTER     8115-PU     TESEC                       1 UNIT              SERIAL # 41900-0338
----------------------------------------------------------------------------------------------------------------------
15.      CURVE TRACER 577 TECHRONIX   TUCKER                      1 UNIT              SERIAL # 810490
----------------------------------------------------------------------------------------------------------------------
16.      DEGREASER                    SONIO                       1 UNIT              SERIAL # ---------1298
----------------------------------------------------------------------------------------------------------------------
17.      GRANITE STONE                MESCO                       1 UNIT              SERIAL # RAHNTLR23800ly
----------------------------------------------------------------------------------------------------------------------
18.      ARBOR PRESS                                              1 UNIT
----------------------------------------------------------------------------------------------------------------------
19.      DIGIMATIC MINIPROCESSOR /    MITUTOYO                    1 UNIT              SERIAL # 7676256
         CALIPER
----------------------------------------------------------------------------------------------------------------------
20.      WEIGHING SCALE               FUJI                        1 UNIT              SERIAL # MHY00308
----------------------------------------------------------------------------------------------------------------------
21.      UIS TESTER INDUCTOR LOAD     ITC/ITC5514                 2 UNITS             SERIAL # 9104
                                                                                      SERIAL # 8836
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       19
<PAGE>

                                   APPENDIX V

                      LIST OF CONSIGNED MATERIALS FOR ASPM


Stock Number                                  Description
CIAN 46-3%                                    Chip Resistor 68K ohms 3%
CIAN46 5%                                     Chip Resistor
CIAN 46-10%                                   Chip Resistor
D88                                           Epoxy Haradener - Part B
E520                                          Resin Urethane U4745
MK0422A                                       Preform
MK0527A                                       Preform
Mk0659A                                       Preform
MK0685A                                       Power Terminal
MK0740A                                       Signal Terminal
MK0741A                                       Signal Terminal
MK0751A                                       Power Connector SP3
MK0752A                                       Power Connector SP2
MP0076A                                       Plastic Frame
MP0082C                                       Plastic Wall
MP0093C                                       Plastic Frame
MS0271B                                       Base Plate
MS2019B                                       DBC Substrate
MS2019C                                       DBC Substrate
MS2039B                                       Substrate DBC FOZU
TSE322                                        Sil Gel Rubber ADH Sealant
TSE25                                         Sil Rubber


                                       20