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                                                                   EXHIBIT 10.53


                                       An

                              Assembly / Final Test

                              Subcontract Agreement

                                     Between

              CHIPPAC LTD. AND AFFILIATES., whose name and address
                 are stated in Section Two of the First Schedule



                                       and

               FAIRCHILD SEMICONDUCTOR CORPORATION AND AFFILIATES
                       whose business registration address
                is stated in Section Three of the First Schedule


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THIS AGREEMENT is made the day and year stated in Section One of the First
Schedule hereto between:

1.   The Subcontractor and Affiliates whose name and address are set out in
     Section Two of the First Schedule (hereafter called the "Assembler"),

And

2.   Fairchild Semiconductor Corporation and Affiliates (hereafter called
     "FSC"), whose name and address are set out in Section Three of the First
     Schedule.

Whereas:

1.   FSC is engaged in the business of designing, manufacturing and marketing
     semiconductor devices.

2.   Assembler is engaged in the business of manufacturing various electronic
     components and semiconductor devices.

3.   This assembly agreement is applicable only to the list of packages
     referenced in Section One and Two of the Second Schedule.

4.   The parties mutually desire that the Assembler assemble certain integrated
     circuits designed by FSC subject to the terms and conditions below.

5.   The parties also mutually desire that the Assembler provide final test
     service on devices listed in the Second Schedule, Section One.

         NOW, THEREFORE, the parties hereto agree as follows:

1.       SCOPE OF WORK


         a)       Assembler shall perform certain semiconductor assembly and
                  final test work for FSC. The semiconductor devices (hereafter
                  called "Devices") shall be assembled and/or tested in a good
                  and workmanlike manner in accordance with Assembler's standard
                  specifications and FSC's specific specifications.

         b)       The devices shall be boxed and bar code labelled to FSC
                  specification.

         c)       Notwithstanding anything contained herein to the contrary, FSC
                  reserves the right to engage any other subcontractor to
                  perform any assembly and/or final test work on a per need
                  basis. This agreement shall in no way be interpreted or
                  construed to be an exclusive dealing with the Assembler.

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2.       TERMS

         The term of this Agreement is as stipulated in Section Four of the
         First Schedule. FSC will notify Assembler in writing 90 days prior to
         the expiration of this Agreement whether or not it desires to renew
         this Agreement. Should FSC desire such a renewal, then both parties
         will enter into a good faith negotiation. Failure by FSC to provide
         such notice to Assembler shall be deemed to be notice by FSC that it
         does not desire to renew this Agreement, then Assembler should make
         reasonable effort to begin a dialogue with FSC concerning the plans of
         both parties.

3.       DEFINITIONS

         Key definitions of terms that apply in this agreement are contained in
         the Fourth Schedule.

4.       MATERIALS/FACILITIES

         a)       Assembler shall supply all materials and equipment related to
                  the assembly except for the items listed in Section Five of
                  the First Schedule.

         b)       Assembler shall ensure that all materials and assembly
                  processes used to assemble FSC's Devices are free of ODC's
                  (Ozone Depleting Chemicals).

         c)       Assembler shall be responsible for supplying the assembly and
                  final test facilities and all equipment (unless otherwise set
                  forth in this Agreement) and personnel necessary to perform
                  assembly and/or test work contemplated hereunder. Unless
                  Assembler has received FSC's prior written consent otherwise,
                  all assembly and/or test work shall be performed at the
                  facility specified in Section Two of the First Schedule
                  hereto. [need to add KL location to Section Two of the First
                  Schedule]

         d)       FSC agrees to accept the liability for any unique raw
                  materials that the Assembler has purchased for FSC's Devices,
                  if unused for more than 6 months beyond the forecast period
                  for which they were purchased or beyond the expiration date
                  of shelf life of the material, whichever occurs first, for a
                  maximum of one month of inventory plus one month on order,
                  provided that the Assembler has purchased this inventory
                  using FSC's forecast as shown in Section One of the Second
                  Schedule and observed reasonable lead times provided by the
                  vendor.

         e)       For standard or non-unique materials Assembler shall notify
                  FSC of the quantity and description of all such excess
                  materials on hand and shall make every reasonable effort to
                  mitigate the loss due to FSC's non-consumption of all such
                  purchased excess supplies and raw materials by attempting to
                  make use of such excess supplies and raw materials in the
                  fulfillment of other

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                  customers' packaging and testing orders. FSC shall be
                  responsible for reimbursement of up to one month inventory
                  plus up to one month on order for any portion not able to be
                  used for other Assembler customers within the expiration date
                  of shelf life of the materials. Any excess to this amount is
                  the responsibility of the Assembler.

5.       ASSEMBLY PLAN

         a)       For information and planning purposes, FSC will provide
                  Assembler with a rolling 4 week forecast each week, and six
                  month rolling forecast at least once per monthly period with
                  quantities by package type (and wire count/stitch count for
                  TO220, DPAK & D2PAK) as shown in Section One of the Second
                  Schedule.

         b)       A new forecast ("Forecast") shall be due from FSC during the
                  third week of each monthly period (under FSC's fiscal year
                  calendar) and Assembler shall respond to the Forecast with a
                  capacity commitment for at least one hundred percent (100%)
                  firm assembly commitment for the first period within two (2)
                  working days as long as the Forecast for that first period
                  is not higher than that committed to by Assembler for the
                  immediately preceding period In the event of an FSC request
                  for additional capacity above Assembler's available capacity
                  then Assembler shall respond with a proposal within 5
                  working days. Assembler's commitment shall be based on the
                  monthly capacity commitment divided by the number of
                  Assembler's work days in the period, as a daily capacity
                  commit. In the event FSC does not load die in a linear
                  manner, then the capacity for any day for which there is
                  insufficient die loaded by FSC to meet the daily capacity
                  commit shall be subtracted from the Assemblers commitment
                  for the period

                  Additionally, for TO220, DPAK (TO251/252) and D2PAK
                  (TO262/263), FSC shall be obligated to load a minimum of
                  [redacted *] of the Base Unit Volume as shown in Attachment A
                  of the Second Schedule or [redacted *] of FSC's total
                  subcontract volume, whichever is less, assuming the demand is
                  based on the same or similar fit, form and functionally
                  equivalent design and same or similar material set as is used
                  on FSC's P division products or for similar products from
                  from other FSC divisions for which Assembler has been
                  qualified (either those packages and/or material sets
                  qualified now or any changes mutually agreed to by both
                  parties in the future). FSC agrees to qualify a sufficient
                  number of products from other divisions that can use the
                  same or similar design and same or similar material sets as
                  needed, to help insure that FSC can meet the minimum loading
                  guarantee. In the event that FSC's total demand for any
                  given package family covered by this minimum volume guarantee
                  is insufficient to meet [redacted *] of the Base Unit Volume,
                  then FSC agrees to load an equivalent volume of a mutually
                  a agreed to alternate package type, assuming Assembler has
                  sufficient capacity to load the alternate package type, and is
                  qualified, and assuming that [redacted *] of FSC

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                  cummulative Subcontract demand for all TO220, DPAK and D2PAK
                  package types exceeds 110% of the cumulative Threshold Volume.
                  Assembler agrees to make available the minimum capacity as
                  shown in the Fifth Schedule of this agreement, provided there
                  is a written forecast for consumption at least one (1) period
                  prior to FSC's demand. Assembler will use all commercially
                  reasonable efforts to provide capacity to FSC for any upside
                  demand. In the event that FSC adds capacity for these packages
                  in any FSC factory, then both parties agree to re-negotiate
                  pricing and loading guarantees in good faith.

                  Based on the Forecast provided by FSC, Assembler shall ensure
                  that the proportionate average daily capacity is available
                  each week to enable linear loading of FSC's orders, within the
                  Assembler's capacity commitment. FSC shall make reasonable
                  effort to ensure linear loading to the Assembler.

c)                If Assembler starts factory program material more than thirty
                  (30) days ahead of customer's request date, then the Assembler
                  assumes liability for the total value of the product unless
                  the starts are authorized by FSC.

6.       PRICES

         a)       The prices to be paid by FSC for devices assembled and/or
                  tested pursuant to this agreement shall be mutually agreed
                  to by both Assembler and FSC and set forth in a Letter
                  Agreement between Assembler and FSC signed by each party.
                  Such pricing will be expressed in U.S. Dollars. Prices shall
                  be negotiated on an annual basis, as a minimum, except as
                  otherwise noted on the Pricing Agreement or as outlined in
                  section 6(c) below. Updates shall be permitted when mutually
                  agreed upon between Assembler and FSC. Yields used in
                  determining the pricing shall be reviewed on an annual
                  basis, as a minimum. The parties shall document pricing
                  updates in writing.

         b)       All prices are to be expressed in terms of unit pricing that
                  include all the materials supplied by the Assembler unless
                  otherwise specified. Pricing shall reflect whether product is
                  to be standard packed in tubes or packed utilizing tape and
                  reel. Exceptions will be paid via SRF (Service Request Form).

         c)       Prices for Power Discrete Packages outlined in Attachment A of
                  the Letter Agreement between Assembler and FSC shall be
                  effective through December 31, 2002, then all Base Unit Prices
                  and Incremental Unit Prices shall be subject to a [redacted *]
                  discount from January 1, 2003 through December 31, 2003, and
                  thereafter shall be subject to [redacted *] prices on an
                  annual basis. Pricing for Unit Adders shall remain as shown
                  in Attachment A of the Letter Agreement between Assembler
                  and FSC for the life of this agreement.

                  Prices for IC Packages and/or test services as as outlined in
                  Attachment B of the Letter Agreement between Assembler and FSC
                  shall be effective through

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                  December 31, 2002, and then shall be subject to [redacted *]
                  prices thereafter on an annual basis Any applicable Lot
                  Charges for any services provided by Assembler to FSC shall be
                  per Attachment C of the Letter Agreement between Asembler and
                  FSC for the life of the agreement. In the event Assembler does
                  not meet [redacted *] prices after December 31, 2003, then FSC
                  shall not be obligated to load the minimum volumes as
                  specified in Section 5(b).

                  Any cost improvement or steps taken by FSC to reduce the
                  existing cost shall all accrue to FSC, and shall result in a
                  revised Pricing Agreement in the period immediately following
                  the identification, acceptance and actual implementation of
                  reduction by the Assembler. Assembler agrees to implement such
                  cost reductions as soon as is commercially viable after
                  acceptance provided that implementation does not require
                  Assembler to incur any unusual or new costs or does not
                  require Assembler to make additional investment in capital
                  equipment. In the event any such FSC cost improvement
                  inititiative, requires Assmelber to incur any unusual or new
                  costs or invest in equipment, then the parties agree to
                  negotiatie sharing of these costs or sharing in the cost
                  reduction in good faith. Any cost reduction generated by the
                  Assembler through the use of improved materials or improved
                  utilization or efficiency of equipment and/or operators being
                  employed shall benefit the Assembler, provided no FSC
                  qualification or FSC customer PCN is required. If
                  qualification or PCN is required by FSC for Assembler to
                  implement the improvement, then the parties agree to negotiate
                  sharing of the cost reduction in good faith . Any cost
                  reduction generated jointly by the FSC and Assembler through
                  the use of improved materials or improved utilization or
                  efficiency of equipment and/or operators being employed shall
                  benefit both parties equally, and shall result in a revised
                  Pricing Agreement in the period immediately following the
                  identification, acceptance and implementation of reduction by
                  the Assembler.

         d)       New products introduced by FSC for the Assembler to assemble
                  and/or final test shall be priced through mutual agreement
                  between FSC and Assembler. Pricing of new products shall
                  follow the format mutually agreed to in the Pricing Agreement
                  by both Assembler and FSC. Assembler shall be used as the
                  Preferred Subcontractor on all new package types that FSC
                  intends to build at Subconcontractors, subject to
                  [redacted *], and continued performance to FSC quality and
                  delivery standards, and provided that the capacity is
                  available when FSC requires.


7.       PAYMENT TERMS

         a)       Payment to Assembler by FSC shall be made on a Net Thirty (30)
                  Days basis from the date of invoice, if not specified
                  otherwise in Section Three of the Second Schedule.

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         b)       All payments shall be made in United States dollars (US$)
                  unless specified otherwise in Section Three of the Second
                  Schedule.

8.       TURNAROUND TIME

         Assembler shall use its best efforts to ship Devices (assembly only or
         assembly and test) in the turnaround times indicated in the Third
         Schedule of this document

         a)       The Turnaround Time shall mean the elapsed number of calendar
                  days from the date of the Die or assembled unit shipment
                  arrives at the factory of Assembler's manufacturing location,
                  or date the die is requested to be built, whichever is later,
                  and the date assembled and / or tested Devices are shipped out
                  of the same factory, or if Assembler is providing PDC services
                  the date the finished Devices are placed into the PDC center
                  and available for shipment. Turnaround Time shall not include
                  Holidays and Sundays at Assembler's location.


9.       YIELD

         a)       Assembler shall use its best efforts to meet the Assembly/
                  Test Yields defined in Section Four of the Second Schedule.

         b)       Assembly yield shall be measured by acceptable assembled
                  Devices shipped versus the number of good die the Assembler
                  received and shall be assessed over a calendar quarterly
                  period on a per package and per lead count basis. Any yield
                  losses due to die count variances, wafer-process or die
                  related losses shall be excluded from the quarterly yield
                  computation. Should the quarterly yield performance fall
                  [redacted *] below the minimum contract yeildspecified in
                  Section Four of the Second Schedule, Assembler shall submit
                  a specific explanation to FSC for review and FSC is
                  entiltled at a minimum, to debit Assembler's account the
                  dollar amount cost of the die.

         c)       Should the yield performance fall at least [redacted *]
                  below minimum contract yield that is specified in Section Four
                  of the Second Schedule on a lot to lot basis, Assembler shall
                  notify FSC immediately. A specific explanation in the standard
                  report format shall be submitted to FSC for review within the
                  next seven (7) days.

         d)       For assembly of untested Devices only, FSC will perform "First
                  Test" testing on the Devices received from the Assembler at
                  FSC's test location and will report the test results to
                  Assembler on a weekly basis, or as and when the need arises,
                  to assist Assembler in monitoring its assembly performance.

         e)       FSC reserves the right to reprocess finished goods that do not
                  conform to FSC specifications in an effort to maximize
                  utilization of its inventories.

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                  Procedures and pricing of any such reprocessed materials shall
                  be mutually agreed upon between Assembler and FSC.

         f)       FSC shall have the right to enter arbitration for possible
                  termination of this Agreement should Assembler be unable to
                  meet the agreed upon yield levels within ninety (90) days of
                  notification from FSC. Arbitration shall be per the provisions
                  of Section 20 of this agreement.

10.      PROVISION OF DIE

         a)       FSC shall consign die and/or assembled units to Assembler
                  for assembly and/or test work.

         b)       Assembler shall not use uncommitted die for assembly prior to
                  receiving specific loading instructions from FSC or its
                  designated receiving location.

11.      SHIPMENT

         a)       All shipments of die and material from FSC to Assembler will
                  be as shown in Section Three of the Second Schedule. FSC
                  agrees to be invoiced for and pay the freight costs incurred
                  by Assembler for any die, consigned equipment or material
                  provided to it by any other FSC subcontractor.

         b)       All shipments of assembled and/or tested Devices from
                  Assembler to an FSC location will be made in accordance with
                  Section Five of the Second Schedule. If Assembler is paying
                  freight on behalf of FSC then manual billing should be done on
                  a per shipment basis.

         c)       Assembler is required to use the freight forwarder nominated
                  by FSC for shipment of assembled Devices. Assembler shall
                  ensure that all export controls and licenses are in place
                  between Assembler's location and FSC's regional warehouses and
                  shipments made directly to FSC's customers per FSC's
                  instructions.

         d)       FSC shall export all die and all other materials on its own
                  export license to Assembler and FSC will be the importer of
                  record upon the return shipment of Devices through the
                  applicable port of entry.

12.      ACCEPTANCE

         a)       FSC's acceptance or rejection of assembled and/or tested
                  Devices shall be based on the Specifications. FSC shall have
                  the right to reject isolated lots or groups of lots assembled
                  and/or tested Devices at its incoming or designated
                  receiving location that do not conform to the Specifications.
                  FSC shall

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                  complete acceptance testing of Devices within 30 days of
                  receipt from Assembler.

         b)       FSC shall notify Assembler of any rejections that exceeds the
                  AQL Limits per specifications and upon the request of
                  Assembler, shall promptly ship such rejected samples to
                  Assembler for verification, whereby such rejection shall be
                  limited to the corresponding lot of the samples. The lot shall
                  be limited to all the material produced under a specific date
                  code.

         c)       Assembler shall have seven (7) business days to reply to
                  FSC's notification and upon agreeing that the rejection is
                  caused by assembly workmanship deficiency, the rejected
                  lots, if reworkable, shall be returned to Assembler for
                  rework and Assembler will pay all associated freight costs.
                  If the rejected lots are non-reworkable, FSC is entitled at
                  a minimum, to debit Assembler's account the dollar amount in
                  the Assembler's original invoice. Thjs rejected quantity
                  shall also be adjusted on the quarterly average yields for
                  the period that said devices were assembled and this
                  adjusted yield shall be used to determine if die cost
                  compensation shall be due as outlined in Section 9(b).
                  However, the final dollar amount to be debited from the
                  Assembler's original invoice shall be determined by mutual
                  agreement between FSC and the Assembler. The preferred
                  method for FSC to achieve any such debit shall be for the
                  Assembler to issue a credit memo for the appropriate amount
                  to aid in reconciliation of account balances.

         d)       FSC shall have the right, at its expense, to employ one or
                  more inspectors, or professional or technical personnel or its
                  designees, with access to Assembler's facility to inspect the
                  processes, materials and FSC's Devices and to perform quality
                  audit. In the event that the Quality Inspector discovers any
                  non-compliance by the Assembler with respect to the
                  specifications, the Quality Inspector may, in all fairness,
                  suspend the manufacturing activities of the Assembler after
                  such non-compliance is acknowledged by the Assembler.


13.      CHANGE OF SPECIFICATIONS

         a)       Assembler shall advise FSC in writing at least ninety (90)
                  days prior to making any proposed changes with respect to
                  direct materials, suppliers, manufacturing processes and/or
                  assembly location. FSC reserves the right in its absolute
                  discretion to accept or reject such proposed changes. Upon
                  obtaining the conceptual acceptance of the proposed changes
                  from FSC, Assembler shall perform and provide the relevant
                  reliability data and/or build qualification lots per FSC's
                  requests at Assembler's expense. Proposed changes shall be
                  implemented on a cut-off date mutually determined by both
                  parties upon obtaining final approval from FSC.

         b)       Assembler agrees to use its best efforts to implement all
                  reasonable proposals for improvement of specifications
                  suggested by FSC.

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         c)       Assembler shall use its best efforts to participate in quality
                  and yield enhancement programs as suggested by FSC.

         d)       Assembler shall not be required to implement any change where
                  the cost is shown to exceed the benefit anticipated unless
                  mutually agreed to by both parties.

         e)       FSC's only recourse for changes not implemented by the
                  Assembler, and not accepted by FSC, is to cancel unfilled
                  orders


14.      MANUFACTURING DATA

         a)       Assembler shall provide FSC the manufacturing data deemed
                  necessary as agreed to between Assembler and FSC. It shall
                  include the amount at die and package level of Assembler's
                  die bank, WIP, and stagnant inventories. Assembler shall be
                  able to provide FSC on a weekly basis, a summary of shipping
                  activity and die receipts. Assembler shall provide FSC
                  weekly reports regarding assembly and test yields, as well
                  as cycletimes for both assembly only and assembled/tested
                  products at the package level. Assembler shall also provide
                  FSC with any other information FSC reasonably requests. The
                  format for stated data shall be as mutually determined
                  between Assembler and FSC.

         b)       Wherever possible, Assembler agrees to allow FSC to establish
                  a computer-link with the Assembler's computer system to enable
                  quick access to data related to FSC's Devices only. The access
                  to data shall be production data only and shall not include
                  financial data.

15.      MANUFACTURING LOT

         a)       Assembler shall ensure that no manufacturing lot shall consist
                  of more than one die lot unless directed by FSC. At
                  Assembler's discretion, large die lots can be broken down into
                  smaller manufacturing lots.

         b)       Assembler shall try to use the unique manufacturing lot number
                  assigned by FSC to ensure FSC's tracking system is supported.
                  The lot number shall appear on the Lot Traveler together with
                  FSC's Device code. The Assembler shall also maintain the lot
                  number given by FSC to ensure FSC's tracking system is also
                  supported.

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16.      REJECTED DIE & REJECTED ASSEMBLED UNITS

         FSC may at its discretion, request all rejected die and rejected
         assembled and/or tested Devices be returned by the Assembler, or
         otherwise to be destroyed by the Assembler. Such destruction, if
         desired, shall be witnessed by FSC personnel or alternatively, FSC may
         request the Assembler to issue a letter of assurance to that effect. In
         case of a return, FSC shall pay all associated freight costs.

17.      U.S. EXPORT/IMPORT LAWS

         Assembler shall comply with all applicable U.S. Import and Export Laws
         and Regulations, as well as the local laws that are applicable at
         Assembler's locations performing work for FSC. Assembler shall meet
         such requirements, like Country of Origin marking on each marking on
         each package as requested by FSC, in order to ensure full compliance
         with such Laws. The provisions of this Section 17 shall survive the
         termination of this Agreement and continue indefinitely.

18.      WARRANTY

         a)       The assembled and/or tested Devices sold by Assembler to FSC
                  shall be in good condition, free of defects in material and
                  workmanship (except with regard to die supplied by FSC to
                  which Assembler warrants only workmanship) for a period of
                  twelve (12) months after the date of acceptance by FSC.

         b)       In the event of assembled and/or tested Device failure
                  proven (by way of failure analysis) to have been caused by
                  defects in workmanship, Assembler shall, at FSC's option,
                  issue credit for the dollars amount of the assemblers original
                  invoice of the relevant Devices to FSC, or assemble similar
                  Devices for FSC at no charge. Thjs defective quantity shall
                  also be adjusted on the quarterly average yields for the
                  period that said devices were assembled and this adjusted
                  yield shall be used to determine if die cost compensation
                  shall be due as outlined in Section 9(b).

         c)       Assembler shall have no obligation under any warranty set
                  forth above in the event that;
                  o        the Devices have failed as a result of normal wear
                           and tear, catastrophe or fault or negligence of FSC
                           or it's customers;
                  o        the Devices have been modified by FSC or its
                           customers in a way which affects the performance of
                           the Devices;
                  o        the Devices have not been stored, maintained, or used
                           by FSC or its customers in accordance with FSC's
                           standard operating and/or maintenance instructions.

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         d)    Assembler shall not be liable or responsible for damages arising
               directly or indirectly from the sale, use or failure of any
               semiconductor devices assembled or tested by Assembler.

19.      INSURANCE

         FSC will be responsible for insurance coverage for all consigned
         materials and equipment in-transit to Assembler. FSC will be
         responsible for insurance on assembled and tested product shipped by
         Assembler once it is transferred to FSC's designated freight forwarder.

20.      INDEMNIFICATION

         a)    Each Party (the "Indemnifying Party"), at its own expense and
               cost, shall defend any suit, claim or legal proceeding against
               the other Party (the "Indemnified Party") for the infringement of
               patents or trademark, or claims based on allegations of
               copyright, trade secret or other proprietary right infringement,
               by the Indemnifying Party. The Indemnifying Party shall pay all
               damages and costs which may be awarded against the Indemnified
               Party because of such infringement by the Indemnifying Party.
               Assembler shall have no obligation under this section to the
               extent than any alleged infringement is based on Assembler's
               implementation of specifications provided by FSC, or if due to
               modifications or combination with other devices by FSC or its
               customers.

         b)    The Indemnifying Party's duties under the immediately preceding
               paragraph (a) are conditional upon the Indemnified Party
               furnishing to the Indemnifying Party prompt written notice of the
               commencement of any suit or proceeding or any claim of
               infringement and a copy of each written communication relating to
               the alleged infringement, and giving to the Indemnifying Party
               authority and reasonable assistance (at the Indemnifying Party's
               expense and cost) to defend or settle such law suit, proceeding
               or claim. The Indemnifying Party shall not be bound by any
               settlement made without its prior consent.


21.      TERMINATION

         a)    Either party may terminate this Agreement by giving notice in
               writing to the other party in the event the other party is in
               material breach of this Agreement and shall have failed to cure
               such breach within thirty (30) days of written notice thereof
               from the first party.

         b)    Either party may terminate this Agreement by giving notice in
               writing to the other party,

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                  which notice shall be effective upon receipt by the other
                  party, should the other party file a petition of any type as
                  to its bankruptcy, be declared bankrupt, become insolvent,
                  make an assignment for the benefit of creditors, go into
                  liquidation or receivership or otherwise lose legal control of
                  its business.

         c)       Either party may terminate this Agreement by giving notice in
                  writing to the other party should an event of Force Majeure
                  continue for more than ninety (90) days.

         d)       Termination of this Agreement shall not release either party
                  from the obligation to make payment of all amounts then due
                  and payable.

         e)       In the event of termination, Assembler shall upon written
                  request of FSC return all die, materials, equipment and
                  technical documents FSC has previously provided to Assembler,
                  with freight costs to be paid by FSC.

         f)       Upon termination of this Agreement other than by FSC pursuant
                  to Section 21(a) or (b), FSC shall, and in case of termination
                  by FSC under Section 21(a) or (b) FSC shall have the option to
                  purchase from Assembler all work-in-progress (WIP), all
                  assembled and tested Devices in Assembler's stock at the
                  established contract pricing, and any raw materials in
                  accordance with Section 4(d) herein, provided these WIP and
                  Devices are assembled in accordance with the Specifications.


22.      FORCE MAJEURE

         Either party shall be excused from performance or performance delayed
         by reason of any force majeure, strikes, accidents, embargoes, acts of
         government or other cause beyond control of such party which renders
         performance impossible. FSC or Assembler may, at its option, cancel or
         reschedule that portion of the performance of this Agreement by such
         cause. Such rescheduling shall be upon mutual consent of both parties.
         If the force majeure exists for more than 3 months, FSC may terminate
         this Agreement without any liability to the Assembler, and Assembler
         will return all FSC's dies, WIP and Finished Goods, and any Consigned
         Equipment, with freight costs to paid by the Assembler.

23.      ENTIRE AGREEMENT

         a)       The Schedules referred to and attached to this Agreement and
                  the Letter Agreement between Assembler and FSC are hereby
                  incorporated and by this reference made a part hereof. The
                  relevant sections of the Schedules, whenever necessary, shall
                  be updated to include any changes and additional new business
                  plans agreed between the parties. The revised Schedules signed
                  by the duly authorized officers of the respective parties,
                  shall become the addendum of the original Schedules and by
                  this reference made part hereof.

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<PAGE>

         b)       This Agreement, together with the Schedules hereto, contains
                  the entire understanding of the parties and supersedes any
                  prior or contemporaneous agreements or understanding between
                  the parties with respect to the subject matter hereof. Without
                  limiting the generality of the foregoing, this Agreement
                  supersedes and replaces in its entirety that certain Supply
                  Agreement and Letter Agreement between Assember and Intersil
                  Corporation, dated as of June 30, 2000, as partially assigned
                  to FSC on March 16, 2001, which Supply Agreement and Letter
                  Agreement shall no longer have any force or effect as between
                  Assembler and FSC.

         c)       No amendment or modification of this Agreement shall be valid
                  and binding upon the parties unless signed by the duly
                  authorized officers or representatives of the respective
                  parties.

24.      WAIVER

         Should any party fail to enforce any provision of this Agreement or to
         exercise or waive any right in respect hereto, such failure or waiver
         shall not be constructed as constituting a waiver or a continuing
         waiver of its rights to enforce such provisions or right or any other
         provision or right.

25.      AGENCY

         a)       The relationship of the parties under this Agreement shall be
                  as independent contractors.

         b)       Nothing contained herein or done in pursuance of this
                  Agreement shall constitute the parties as entering upon a
                  joint venture or partnership, or shall constitute either party
                  being an employee of the other party for any purpose or in any
                  sense whatsoever.

26.      INVALIDITY

         If any provision of this Agreement or the application thereof to any
         situation or circumstance shall be invalid or unenforceable, the
         remainder of this Agreement shall not be affected, and each remaining
         provision shall be valid and enforceable to the fullest extent. In the
         event of such partial invalidity, the parties shall seek in good faith
         to agree on replacing any such legally invalid provision with
         provisions which in effect will, from an economic viewpoint, most
         nearly or fairly approach the effect of the invalid provision.

                                       14

<PAGE>

27.      COUNTERPARTS

         This agreement may be executed simultaneously in several duplicate
         originals in the English Language, each of which shall be deemed an
         original, but all of which shall constitute one and the same
         instrument.

28.      JURISDICTION

         The Agreement shall be governed by, and interpreted and construed in
         accordance with the Laws the State of California


29.      CONFIDENTIALITY

         a)    For the purposes of this Agreement, "Confidential Information"
               shall mean all proprietary information relating to the subject
               matter of this Agreement which (1) is disclosed by one of the
               parties to the other in written, graphic and/or computer data
               form and originally designated in writing by the disclosing party
               as "Confidentiality Information" or by words of similar import,
               or (2) if disclosed orally is designated as "Confidential
               Information" at such time and is summarized and confirmed in
               writing within thirty (30) days after oral disclosure that such
               orally disclosed information is "Confidential Information", or
               (3) whether or not designated as provided in clauses (1) or (2)
               above, consists of emails, letters, agreements, contracts,
               request for quotations (RFQs), build diagrams, bills of
               materials, test programs, product preliminary specifications,
               engineering drawings of testers, fixtures and/or test jigs.

         b)    Each party acknowledges and agrees that all Confidential
               Information is confidential or proprietary to the disclosing
               party. Each party agrees not to use any such Confidential
               Information during the term of the Agreement and for an
               additional period of Seven (7) years for any purpose other than
               as permitted or required for performance by such party hereunder.
               Each party further agrees not to disclose or provide any of such
               Confidential Information to any third party and to take all
               necessary measures to prevent such disclosure using the same
               standard of care it normally uses in protecting its own trade
               secrets and proprietary information.

         c)    Notwithstanding any other provision of this Agreement, no
               information received by a party hereunder shall be or remain
               Confidential Information if the party receiving or possessing
               said information can demonstrate that said information was or is,
               as the case may be:

               o       published or otherwise made available to the public other
                       than as a result of a breach of this Agreement;

                                       15

<PAGE>

                  o        furnished to a party hereunder by an independent
                           third party not in violation of a duty of
                           confidentiality of that third party to the other
                           party hereunder and without restriction on its
                           dissemination;
                  o        approved for release in writing by the party
                           designating said information as Confidential
                           Information;
                  o        known to or independently developed by the party
                           receiving Confidential Information hereunder without
                           access to the said Confidential Information;
                  o        disclosed to a third party by the party transferring
                           said information hereunder without restricting its
                           subsequent disclosure and use by the third party.

         d)       Disclosure of any Confidential Information by a party hereto
                  shall not be precluded if such disclosure is in response to a
                  valid order of a court or other government body, provided that
                  the receiving party promptly notifies the other party of such
                  order and makes a good faith effort, at the expense of the
                  party which originally disclosed the information, to obtain,
                  or assist the other party to obtain, a protective order
                  requiring the Confidential Information so disclosed be kept in
                  confidence and used only for the purpose for which such order
                  was issued.


30.      ARBITRATION

         Any default condition by either party, that is not remedied and that
         would lead to possible termination of this agreement are to be resolved
         by Arbitration prior to termination per the requirements of this
         section. This Arbitration process shall be concluded in the United
         States and governed by, and construed in accordance with, the laws of
         the State of California, USA. The Parties shall use their best efforts
         to settle by way of amicable negotiations any differences which may
         occur between them in connection with this Agreement. If the Parties
         fail to reach such an amicable settlement, either party may submit such
         differences to arbitration, which shall have sole jurisdiction and
         shall take place in accordance with the following minimum set of
         rules:

         a)       The rules of the International Chamber of Commerce (ICC) shall
                  apply.

         b)       The arbitration shall be held by a single arbitrator mutually
                  acceptable to both Parties. If the Parties cannot agree on a
                  single arbitrator, each Party shall identify one independent
                  individual who shall meet to appoint a single arbitrator.

         c)       The decision of the arbitrator shall be considered as a final
                  and binding resolution of the disagreement and may be entered
                  as judgment in any court of competent jurisdiction.

         d)       The arbitration shall be held in a mutually agreeable
                  location.

                                       16

<PAGE>

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day,
month and year first above written.


ChipPAC Limited

SIGNED by:                                    In the presence of:

/s/ Patricia H. McCall                        /s/ Jeffrey S. Braden
---------------------------------------       --------------------------------
Name:  Patricia H. McCall                     Name:  Jeffrey S. Braden

Title: Director                               Title: Vice President

Date:  February 8, 2002                       Date:  February 8, 2002


Fairchild Semiconductor Corporation.

SIGNED by                                     In the presence of:

/s/ Tan Hock Seng                             /s/ K.T. Tam
---------------------------------------       --------------------------------
Name:  Tan Hock Seng                          Name:  K.T. Tam

Title: Director - Strategic Procurement       Title: Vice President, Operations
       & Subcon Management

Date:  February 18, 2002                      Date:  February 25, 2002


                                       17

<PAGE>

                                 FIRST SCHEDULE

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

SECTION ONE: DAY/MONTH/YEAR OF THIS AGREEMENT
--------------------------------------------------------------------------------


                       1st day of January, 2002
                       ------------------------

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

SECTION TWO: Chip PAC LIMITED & AFFILIATES
--------------------------------------------------------------------------------


Company Name:          ChipPAC Limited

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


Address:               See Attached A for Names and Addresses
                       For ChiPAC Limited and Affiliates

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

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

Country:
                       ---------------------------------------------

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

SECTION THREE: FAIRCHILD SEMICONDUCTOR CORPORATION & AFFILIATES
--------------------------------------------------------------------------------


Location Name:         Fairchild Semiconductor
                       ---------------------------------------------

Address:               82 Running Hill Road,
                       ---------------------------------------------
                       South Portland
                       ---------------------------------------------
                       Maine 04106
                       ---------------------------------------------
                       U.S.A.
                       ---------------------------------------------


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

SECTION FOUR: TERMS OF AGREEMENT
--------------------------------------------------------------------------------


Effective Date: January 1st, 2002  Expiration Date: December 31, 2003

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

SECTION FIVE: MATERIALS/EQUIPMENT CONSIGNED BY FAIRCHILD
--------------------------------------------------------------------------------


See Attachment B of this First Schedule for list of equipment owned by FSC.

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

                                       18

<PAGE>

                                  ATTACHMENT A

              NAMES AND ADDRESSES OF CHIPPAC LIMITED AND AFFILIATES

CHIPPAC LIMITED,
Crigmuir Chambers,
Road Town,
Tortola,
British Virgin Islands

CHIPPAC MALAYSIA
73, Lorong Enggang,
Ulu Kelang Free Trade Zone,
54200 Kuala Lumpur,
Malaysia

CHIPPAC KOREA
San 136-1, Ami-Ri,
Bubal-Eub, Ichon-Si,
Kyoungki-Do,
467-701 Korea

CHIPPAC SHANGHAI
188 Hua Xu Road,
Xujin Zhen,
Qinpu District,
Shanghai 201-702,
People Republic of. China

                                       19

<PAGE>

                                  ATTACHMENT B

                             EQUIPMENT OWNED BY FSC*


EQUIPMENT                                                              TAG #

Specific Equipment List will be included in the contract.

              * As of 1st day of January 2002:


Ismecca Known Good Die Machine

                                       20

<PAGE>

                                 SECOND SCHEDULE

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

SECTION ONE: VOLUME FORECAST
--------------------------------------------------------------------------------

PACKAGE     LEAD     PRODUCT                 VOLUME FORECAST
 TYPE       TYPE      TYPE               PD     PD     PD     PD
Note:     Minimum forecast for Power Discrete shall be per the Base Unit Volume
          listed in Attachment A of the Letter Agreement between Assembler &
          FSC.
ASSEMBLY

          Minimum [redacted *] Rolling Assembly Forecast That Is Submitted Each
          Period

FINAL TEST

          Minimum [redacted *] Rolling Test Forecast that is submitted Each
          Period
--------------------------------------------------------------------------------

SECTION TWO: PRICES
--------------------------------------------------------------------------------

PACKAGE               LEAD            UNIT PRICING(CENTS)
 TYPE                 TYPE

Note:     Per Price Schedule in Attachments A,B, & C of the Letter Agreement
          between Assembler & FSC.
--------------------------------------------------------------------------------

SECTION THREE:
--------------------------------------------------------------------------------

PAYMENT TERM

Net 30 days from the receipt of the finished goods or from the issuance date of
Bill of Landing or Air Waybill in case of direct shipment to overseas from
Assembler, and for products for which supplier provides PDC services, the
payment shall be made Net 30 days from the time the finished goods are entered
into the FSC "Peouple Soft Inventory System" and placed into the PDC. Invoices
are payable in United States Dollars

DELIVERY TERM:

A) Inbound Shipment (Shipment of die and material from FSC to Assembler): CIF
Assembler factory that is providing the service

B) Outbound Shipment (Shipment of assembled and/or tested devices from
Assembler to FSC Location) shall be FOB EX-Works.

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

                                       21


______________
* Confidential treatment requested.

<PAGE>

                                 SECOND SCHEDULE

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

SECTION FOUR:        YIELDS
--------------------------------------------------------------------------------

                  STANDARD YIELDS                            REMARKS


ASSY Cum    See Attachment A of this Second Schedule
Test Cum
Total Cum
--------------------------------------------------------------------------------

SECTION FIVE:     SHIPMENT SENT TO
--------------------------------------------------------------------------------

   1) Products:
      Attention:      "Ship To" addressing shall be to the persons/address
                      called out on the PO, Release order or other agreed to
                      documents from FSC
     Company Name:
     Address:
--------------------------------------------------------------------------------

SECTION SIX:     MANUFACTURING DATA
--------------------------------------------------------------------------------

Periodic trend reports in QOS format on :

1)  Yield
2)  LAR/PPM
3)  Cycletime
4)  On time Delivery

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

                                       22

<PAGE>

                         SECOND SCHEDULE - ATTACHMENT A

                           MANUFACTURING YIELD TARGETS




                                  [redacted *]




                                       23




_____________
* Confidential treatment requested.

<PAGE>

                                 THIRD SCHEDULE

                               CYCLE TIME TARGETS


                                  [redacted *]





______________
* Confidential treatment requested.

                                       24

<PAGE>

                          FOURTH SCHEDULE - DEFINITIONS

1    "Affiliate" of any particular Person means any other Person directly or
     indirectly controlling, controlled by or under direct or indirect common
     control with such Person. For purposes of this definition, a Person shall
     be deemed to be in "control" if such Person possesses, directly or
     indirectly, the power to direct or cause the direction of the management or
     policies of the Person in question, whether through the ownership of voting
     securities, by contract or otherwise.

2    [redacted *]

3    [redacted *]

4    "Preferred Subcontractor" shall mean that Assembler shall be given the
     priority to quote for any new package configurations required by FSC from a
     third party contract assembler that are not of the type for which packaging
     and/or test services are provided by Assembler to FSC nor provided to FSC
     by other third parties as of the Effective Date. Additionally, in the event
     that Assembler provides a competitive quote (including price, capacity,
     leadtime, etc), then Assembler shall be given preferential consideration
     for award of the business by FSC.

                                       25


_____________
* Confidential treatment requested.

<PAGE>

                   FIFTH SCHEDULE - MINIMUM CAPACITY GUARANTEE


-------------------------------------------------------------------
          PACKAGES                          WEEKLY MIN CAPACITY
                                               (K UNITS)
-------------------------------------------------------------------
D2PAK (TO262/263) &TO220A                          [redacted *]
-------------------------------------------------------------------
DPAK (TO251/252)                                   [redacted *]
-------------------------------------------------------------------
T0220                                              [redacted *]
-------------------------------------------------------------------
T0202                                              [redacted *]
-------------------------------------------------------------------
TO218                                              [redacted *]
-------------------------------------------------------------------
TO247                                              [redacted *]
-------------------------------------------------------------------
HEXDIP                                             [redacted *]
-------------------------------------------------------------------
TO39 HIREL                                         [redacted *]
-------------------------------------------------------------------


                                       26


_______________
* Confidential treatment requested.