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                                  EXHIBIT 10.31

                            Volume Purchase Agreement
                Lite-On Power Semiconductor Corp. / FabTech, Inc.

        This agreement ("Agreement") is made and entered into the 25th day of
        October, 2000, by and between Lite-On Power Semiconductor Corp. with
        it's principal place of business at 28-1 Wu Shin St. Ta Wu Lung, Keelung
        Taiwan, R.O.C. (herein referred to as "LPSC"), and FabTech, Inc., with
        it's principal place of business at 777 N.W. Blue Parkway, Lee's Summit,
        Missouri, 64086 (herein referred to as "FabTech").

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE
PARTIES AGREE AS FOLLOWS:

1.   SCOPE

         The purpose of this agreement is to establish the terms and conditions
         under which FabTech will sell to LPSC, and LPSC will purchase from
         FabTech, Discrete Schottky Semiconductor die in wafer form. This
         agreement does not constitute an order. LPSC Purchase Orders ("PO")
         (per paragraph 5) will be required to purchase any Products from
         FabTech.

2.   DEFINITIONS

     2.1.     Wafer(s): Completed Discrete Schottky Semiconductor Products
              through Wafer Probe electrical testing.

     2.2.     Product(s): All Schottky Barrier Diodes manufactured by FabTech
              and purchased as die in wafer form as set forth on Attachment 1.

     2.3.     Yield: The number of die on a wafer passing Wafer Probe electrical
              testing, divided by the total number of die on a Wafer.

     2.4.     Wafer Lot Yield: The average Yield of all wafers in one wafer lot
              as calculated in 2.3 above.

     2.5.     Wafer Lot: A lot of wafers started together using the same lot
              number and processed through wafer fabrication as a single group.

     2.6.     Device Type: Different die types and sizes are set forth on
              Attachment 1.

     2.7.     Change in the Consumer Price Index: A percentage equal to the
              overall percentage change in the Consumer Price Index-- All Urban
              Consumers for the geographic area containing Kansas City, Missouri
              published by or acknowledged by the U.S. Department of Labor (or,
              if unavailable, a successor



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              or comparable index in the Lessor's reasonable discretion) from
              and after the year 2000.

3.   TERM

     3.1.     The term of this agreement shall be effective as of the date of
              signature and continue for a period of four years from that date
              (the "Initial Term") unless terminated earlier as otherwise
              provided herein. After the Initial Term, the Agreement shall be
              automatically renewed for additional two-year periods on a
              period-to-period basis (each a "Renewal Term"). Either PARTY may
              terminate this Agreement by providing written notice to the other
              PARTY of it's intent to cancel at least ninety (90) days prior to
              the start of any Renewal Term.

     3.2.     Except as otherwise provided in this Agreement, upon termination
              of this Agreement the parties shall complete performance of all
              POs issued, released and accepted by FabTech prior to the
              effective date of termination that require delivery within the six
              (6) month period, maximum, from the effective date of termination.
              Any portion of an accepted and acknowledged PO outstanding on the
              effective date of termination that does not require delivery
              within such time shall be void. Any portion of an accepted and
              acknowledged PO outstanding on the effective date of termination
              that requests delivery within such six-month period shall remain
              in effect, subject to the terms and conditions herein.

4.   PURCHASE RIGHTS AND OBLIGATIONS

     4.1.     During the Initial Term of this Agreement, LPSC has the right to
              purchase, and FabTech, upon receipt of a duly completed PO, shall
              sell to LPSC up to the Maximum number of Wafers per month during
              the calendar quarter set forth on Attachment 2 attached hereto and
              identified on the table titled Monthly Wafer Maximum/Minimum Order
              by LPSC.

     4.2.     During the Initial Term of this Agreement, LPSC shall purchase
              from FabTech at least the number of Wafers per month during the
              calendar quarter set forth on Attachment 2 attached hereto and
              identified on the table titled Monthly Wafer Maximum/ Minimum
              Order by LPSC, and as specified in the row of the table labeled as
              "Minimum". In any event, LPSC shall purchase from FabTech at least
              90% of the total Wafers purchased by LPSC from all parties
              including FabTech, providing FabTech is competitive on Product
              pricing and Product quality.

     4.3.     The parties presently anticipate that LPSC shall purchase Wafers
              in the proportions set forth on Attachment 2 in the table titled
              LPSC Sky Wafers Volume by Calendar Quarter.



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     4.4.     Ninety days prior to the beginning of each Renewal Term, the
              parties shall negotiate in good faith to determine the minimum and
              maximum purchase quantities applicable during such Renewal Term.

5.   FORECASTING AND PURCHASE ORDER PLACEMENT

     5.1.     LPSC will provide a six (6) month rolling forecast of actual and
              planned purchases to FabTech on or before the 25th day of each
              month (the "Forecast Date"). The forecast shall be provided in die
              quantity by Device Type. The current month is noted as Month 0 in
              the tables and examples herein.

     5.2.     LPSC shall issue to FabTech at firm Purchase Orders each month as
              follows:

              5.2.1. A Purchase Order shall be issued for purchase of remaining
                     quantities for the second month forward (Month +2) not
                     placed in the preceding month. For instance, on the June
                     25th forecast date, LPSC would place a Purchase Order for
                     50% of the orders for August. The amount ordered for August
                     could increase the total volume forecast for August (in the
                     May Forecast) by 20%, but will not be less than the volume
                     forecast for August (in the May forecast).

              5.2.2. A Purchase Order shall be issued for purchase of at least
                     50% of the forecast quantity in the third month forward
                     from the current month (Month +3). For instance, on the
                     June 25th forecast date, LPSC would place a Purchase Order
                     for 50% of the orders for September.

     5.3.     FabTech will show acceptance of each PO by transmitting to LPSC a
              Sales Order Acknowledgement for each PO accepted by FabTech.

     5.3      Month-to-month changes from the previous forecast will be limited
              as follows (Month 0 is the current month, containing the Forecast
              Date). Variations above or below contract limit quantities may be
              accepted by FabTech on a "commercial best effort" basis:



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<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
  PRESENT       QUANTITY     PART TYPE
 FORECAST       CHANGES*      CHANGES*                    DELIVERIES & SHIPMENTS
------------------------------------------------------------------------------------------------------
<S>             <C>           <C>          <C>
                                           Already committed and mostly shipped.  This forecast and PO
Month 0           None          None       cycle starts on the 25th of this month.
------------------------------------------------------------------------------------------------------
Month +1          None          None       Already committed.
------------------------------------------------------------------------------------------------------
                                           50% committed via P.O. last month.  New PO for 50%
                                           (or more) on this month.  Volume for month can be
Month +2        +20%/-0%        50%        increased by 20%
------------------------------------------------------------------------------------------------------
                                           New PO for 50% of committed volume for this month.  The
Month +3        +/- 20%         50%        remainder will still be on the forecast until next month.
------------------------------------------------------------------------------------------------------
                Contract      Contract
Month +4         Limits        Limits      For substrate purchases
------------------------------------------------------------------------------------------------------
                Contract      Contract
Month +5         Limits        Limits      Information Only
------------------------------------------------------------------------------------------------------
                Contract      Contract
Month +6         Limits        Limits      Information Only
------------------------------------------------------------------------------------------------------
</TABLE>


6.   PRICE AND PAYMENT

     6.1.     Prices currently in effect will continue to be in effect through
              March, 2001, excepting specific price modifications as allowed
              herein.

     6.2.     New Device Types will be added from time-to-time and prices will
              be negotiated at the time of initial offering for sale by FabTech.

     6.3.     The prices at which FabTech agrees to sell the Products to LPSC
              pursuant to this Agreement are inclusive of epitaxial substrate
              costs, wafer processing costs, electrical testing per FabTech
              standard procedures, packaging costs per standard FabTech
              procedures, and any applicable United States sales taxes.

     6.4.     Delivery of the Products will be F.O.B. FabTech's facility in
              Lee's Summit, MO (Origin). It shall be the responsibility of LPSC,
              at its own expense, to insure any shipments against damage to or
              loss of the Products. Unless otherwise specified by LPSC,
              transportation will be by the most cost effective method of
              transportation in keeping with any particular delivery date.
              Packaging of shipments shall be in accordance with standard
              practices. Any special packaging requested by LPSC shall be made
              at LPSC expense.

     6.5.     All prices may be subject to re-negotiation every year, and will
              become effective on April 1 of each year.

     6.6.     LPSC shall make payment in full for any and all FabTech invoices
              within forty-five days of the last day of the month in which the
              Product is shipped and invoiced. In the event LPSC fails to comply
              with this provision, FabTech reserves the right to suspend or
              delay shipments, or alter payment terms. A finance charge equal to
              the lesser of 1.0 percent per month (12 percent APR) or the
              highest rate permitted by law will be assessed on all past due
              accounts. In



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              any event, exercising this provision shall not be considered a
              breach of this Agreement, nor in any way alter LPSC
              responsibilities to abide by the terms of this Agreement.

     6.7.     At all times, LPSC will receive the best price offered by FabTech
              to commercial accounts purchasing comparable wafer quantities,
              excepting special discounts or other short-term promotional
              prices. In the event FabTech offers special discounts or other
              short-term promotional pricing for specific Products, LPSC shall
              have first and equal opportunity to purchase FabTech Products
              under such promotions and at the promotional prices.

              6.7.1. LPSC represents and warrants that FabTech Products
                     (including wafers) purchased under this agreement are for
                     assembly by LPSC into a higher level of assembly, and are
                     expressly NOT for resale as die in wafer form or any other
                     form. LPSC agrees that it shall not resell Products
                     purchased from FabTech, in wafer or die form, without prior
                     written consent by FabTech, which shall not be unreasonably
                     withheld. In addition to any other remedies available to
                     FabTech, breach of this Section 6.7 shall sever Section 6.7
                     and related subsections from this Agreement, without
                     relieving either Party from any and all remaining
                     obligations herein.

7.   ADDITIONAL SERVICES

     7.1.     PRODUCT DEVELOPMENT: Both parties agree to use commercially
              reasonable efforts to develop, design and manufacture such new
              products as required to meet LPSC customer requests. Non-recurring
              expense ("NRE") charges may be assessed by FabTech for development
              of products to LPSC specifications. Payment of NRE charges by LPSC
              to FabTech shall not convey to LPSC any ownership interest in or
              any license or right to produce existing or developed FabTech
              products or processes.

8.   WARRANTIES

     8.1.     All Products sold by FabTech under this Agreement shall have Wafer
              Lot traceability using a lot number assigned by FabTech. Any and
              all communications between LPSC and FabTech concerning warranty
              issues shall reference this lot number.

     8.2.     Any deviations from accepted specifications must be approved in
              writing by LPSC and FabTech. Products shipped by FabTech to LPSC
              shall be electrically tested per specifications in effect at time
              of purchase.

     8.3.     LPSC shall promptly inspect FabTech Schottky Products upon
              delivery of the Products to a designated LPSC facility. LPSC shall
              complete all inspections within 30 days of delivery.



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     8.4.     If any Schottky Product is claimed to be defective by LPSC, LPSC
              may, before the end of the inspection period, submit a Corrective
              Action Request ("CAR") to FabTech for FabTech evaluation and/or
              analysis of the claimed defective product. Failure by LPSC to
              deliver a CAR to FabTech within thirty days after delivery of the
              Products shall constitute acceptance of the Products by LPSC.

     8.5.     Upon receipt of a CAR tracking number, LPSC shall promptly return
              SAMPLES exhibiting the claimed defect to FabTech for analysis.
              Cartons containing samples returned for analysis shall have the
              CAR tracking number clearly marked on the outside of the carton.
              Failure to comply with this provision may result in FabTech
              rejecting the return shipment.

     8.6.     Upon completion of FabTech analysis, FabTech will judge the claim
              as either Valid or Invalid. If FabTech agrees the defect as
              claimed is Valid, a Returned Material Authorization ("RMA") number
              will be provided by FabTech for return of the materials (wafers
              and/or wafer lots) claimed under the initial request. Cartons
              containing returned materials shall have the RMA tracking number
              clearly marked on the outside of the carton. Failure to comply
              with this provision may result in FabTech rejecting the return
              shipment.

     8.7.     If FabTech determines that the defect as claimed is Invalid, then
              LPSC may dispute the claim as set forth in Section 15.

     8.8.     Upon receipt of and verification that materials returned under RMA
              are in good condition and of indicated quantity, FabTech will
              issue a Credit Memo to LPSC for adjustment of the amount invoiced
              to LPSC.

     8.9.     FabTech's indemnification on warranty of FabTech products shall be
              strictly limited as set forth in Article 10 below. 8.10.The
              provisions of the warranties set forth in this Agreement shall not
              apply to and no warranty of whatever kind shall exist for any
              Product or part therof which has been subject to misuse,
              negligence or accident or that has been altered by anyone other
              than FabTech nor to normal deterioration of any Product or part
              thereof due to wear, usage or exposure. In addition, FabTech is
              not responsible for damages of whatever nature resulting form
              improper installation or operations beyond design capability,
              whether intentional or accidental.

     8.11.    EXCEPT AS SPECIFICALLY STATED IN THIS SECTION, FABTECH DISCLAIMS
              ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY,
              INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AS TO THE QUALITY OF
              THE PRODUCTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
              FITNESS FOR A PARTICULAR PURPOSE.



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9.   PRODUCT CHANGES AND APPROVALS

     9.1.     After FabTech Products sold under this Agreement have been
              qualified and released (in accordance with the parties' course of
              performance) by both LPSC and FabTech, all major manufacturing
              processes shall remain unchanged unless both parties agree via the
              procedure below to modify said process.

              9.1.1. FabTech will provide LPSC with written notice of any
                     proposed major process change, accompanied by appropriate
                     data to support the change.

              9.1.2. LPSC will have fourteen (14) working days to accept or
                     reject the proposed change in writing. In the event LPSC
                     fails to reply within the fourteen day period, the proposed
                     change will be considered as accepted by LPSC and may be
                     fully implemented by FabTech.

              9.1.3. LPSC shall have the right to require re-qualification of
                     FabTech Product where there has been a major process
                     change. Upon LPSC acceptance of the proposed change, the
                     newer process shall be deemed qualified and may be fully
                     implemented by FabTech. FabTech shall, through lot
                     traceability, be able to identify Product processed under
                     the both old and new processes.

              9.1.4. If LPSC rejects a proposed major process change, LPSC shall
                     identify to FabTech the reason for such rejection of the
                     proposed change. FabTech shall have the option, in
                     FabTech's sole discretion, to (a) continue to manufacture
                     for LPSC hereunder using the previously qualified process;
                     (b) eliminate such product, offering LPSC the opportunity
                     to place a last-time buy; or (c) a combination of (a) and
                     (b) or other alternatives as may be proposed by FabTech.

     9.2.     LPSC may, at any time, submit written requests for change to
              FabTech Products regarding specifications, designs, drawings,
              features, or other characteristics of Products covered by this
              Agreement. FabTech may, at its sole discretion, notify LPSC in
              writing that implementation of said change(s) renders FabTech
              unable to comply with its obligations hereunder. Both parties
              hereby agree that any and all change requests shall be acted upon
              by FabTech only if such suggested change is in writing, cost
              impacts have been evaluated, and agreement reached on new prices,
              NRE payments, and/or other compensation resulting from the costs
              associated with the requested change.

              9.2.1. FabTech will reply to all change requests submitted by LPSC
                     in writing, indicating FabTech's response to the requested
                     change. If the requested change is accepted by FabTech in
                     writing, such change is assumed to be a written amendment
                     to this Agreement, executed by both parties.

     9.3.     Any Changes to FabTech Products made in compliance with this
              Agreement shall not relieve FabTech of any of FabTech's
              obligations hereunder unless



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              such relieved obligation has been covered by a written amendment
              to this Agreement, executed by both parties.

10.  INDEMNIFICATION AND LIMITATION OF LIABILITY

     10.1.    FabTech hereby agrees to indemnify LPSC against and save it
              harmless from all liability, claims or demands made by any party
              arising out of damage to any property or death or injury to any
              employee of FabTech that is the result of negligence of FabTech.

     10.2.    LPSC shall at all times defend, indemnify and hold harmless
              FabTech, its officers, agents, directors, employees,
              representatives, and permitted successors and assigns from and
              against any and all losses, claims, demands, actions, suits,
              liabilities, damages, costs or other expenses (including without
              limitation reasonable fees and expenses of counsel and costs of
              investigation) related to or arising out of any acts, duties or
              obligations of LPSC or of any personnel employed or otherwise
              engaged by the LPSC, including (i) injury and/or death to persons
              including LPSC's employees, agents or representatives and damage
              to property, (ii) fines, levies or other charges imposed by any
              governmental authority or agency, (iii) failure to comply with or
              violation of any applicable Federal, state, local, or foreign
              laws, regulations, rules and ordinances, (iv) any alleged
              infringement or violation of any patent right in connection with
              the manufacture or sale of products by LPSC using the Products
              (unless the alleged infringement or violation was directed by
              FabTech). FabTech shall provide LPSC (i) written notice of any
              claim, demand, action, suit or other proceeding subject to
              indemnification hereunder, and (ii) if such action is brought by a
              third party, reasonable cooperation (at LPSC's expense) in the
              defense or settlement thereof. Notwithstanding the foregoing,
              FabTech may be represented in, but may not control, such action,
              suit, or proceeding at its own expense and by its own counsel.

     10.3.    FabTech shall not in any circumstances be liable to LPSC for
              anything whatsoever other than the direct loss to LPSC (excluding
              any loss of use, revenue or profit by LPSC or the amount of
              damages awarded against LPSC in favor of, or monies paid by LPSC
              by way of settlement to, any third party and any costs or expenses
              of LPSC in connection with the same) due to the failure of the
              Products or defective Products.

     10.4.    At all times and under all conditions, FabTech's liability for
              direct loss or damages is strictly limited to the value of the
              product shipped and invoiced, and at no time shall FabTech's
              liability exceed the value of the original amount invoiced by
              FabTech or paid by LPSC, whichever is less.

     10.5.    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY ACTION IN
              CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY
              OTHER THEORY OR FORM OF ACTION FOR ANY



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              CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES,
              LOSS OF PROFITS OR REVENUES, LOSS OF ANTICIPATED PROFITS OR
              REVENUES, OR COST OF SUBSTITUTED PRODUCTS INCURRED BY THE OTHER
              PARTY OR ANY OTHER PARTY AS A RESULT OF THE PRODUCTS PROVIDED
              UNDER THIS AGREEMENT OR IN ANY WAY ARISING OUT OF THIS AGREEMENT,
              REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS
              DISCLOSED TO OR REASONABLY COULD HAVE BEEN FORESEEN BY SUCH PARTY.

     10.6.    No action for breach of this Agreement may be commenced more than
              one year after the date of the alleged breach.

11.  FORCE MAJEURE

     11.1.    Neither party shall be liable to the other party for any inability
              to comply with the provisions of this Agreement due to causes
              reasonably beyond its control including but not limited to, fire,
              flood, earthquake, explosion, accident, acts of public enemy,
              riots, insurrections, war, labor disputes, transportation, or
              failures or delays in transportation, embargoes, acts of God, acts
              of any government, or any agency or department thereof or judicial
              action. Upon the occurrence of such a force majeure condition, the
              affected party shall promptly notify the other party and describe
              in reasonable detail the circumstances of such condition and shall
              promptly inform the other party of any further developments. If
              such non-performance continues in effect for more than ninety (90)
              days, the other party may, at its option, terminate this Agreement
              without further cause or liability. Otherwise, this Agreement
              shall continue in full force and effect for the remainder of its
              term upon cessation of such event of force majeure.

12.  ASSIGNMENT AND SUCCESSION

     12.1.    Neither PARTY may assign or transfer (by operation of law or
              otherwise) its rights or obligations under this Agreement without
              the prior written consent of the other PARTY which consent shall
              not be unreasonably withheld.

     12.2.    This Agreement shall be binding upon and inure to the benefit of
              the parties successors and permitted assigns.

13.  TERMINATION

     13.1.    Either PARTY may terminate this Agreement immediately in the event
              that the other PARTY is the subject of a petition filed in
              Bankruptcy Court of the United States, Singapore, Hong Kong, or
              Taiwan, whether voluntary or involuntary, if a Receiver or Trustee
              is appointed for all or a substantial portion of the assets of the
              petitioning PARTY, or if the petitioning PARTY makes an



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              assignment for the benefit of its creditors. Such proceedings
              shall be conducted in the English language.

14.  PARAGRAPH TITLES

     The paragraph tittles herein are intended for convenience only and shall
     not be construed to alter either parties' obligations or rights as
     otherwise set forth herein.

15.  GOVERNING LAW AND ARBITRATION

     15.1.    All disputes arising in connection with this Agreement shall be
              settled amicably through good faith negotiation. In the event no
              agreement can be reached after 30 days, all disputes shall be
              submitted to arbitration in Kansas City, Missouri before and under
              the rules of the American Arbitration Association. The
              arbitrator's decision shall be written and shall be final,
              conclusive, and binding, and judgment on any arbitration award or
              decision may be entered in any court of competent jurisdiction.

     15.2.    The parties agree that after arbitration the State of Missouri
              shall have jurisdiction to determine the validity, construction
              and performance of this Agreement and the legal relations between
              the parties. All disputes are subject to venue of the State and
              Federal courts in Missouri, and the parties consent to the
              personal and exclusive jurisdiction and venue of those courts.

16.  ENTIRE AGREEMENT

     This Agreement, including all other documents incorporated by reference and
     those attached hereto as ATTACHMENTS, expresses the entire understanding of
     the parties hereto and cancels and supersedes any previous agreements,
     understandings or representations between the parties relating to the
     subject matter hereof. This Agreement may not be modified except in a
     writing signed by an authorized officer or representative of each PARTY.

17.  SEVERABILITY

     If any provision of this Agreement is held invalid, the remaining
     provisions shall remain valid and in force, unless such invalidity would
     frustrate the purpose of this Agreement.

18.  NOTICES

     Any notice to be given under this Agreement shall be in writing and shall
     be sent to the appropriate PARTY at the address first stated in this
     Agreement, or to such other address as a PARTY may later designate in
     writing to the other. Notices shall be deemed to have been adequately sent
     and delivered when received by the appropriate PARTY, after having been
     deposited in the mail (registered or certified), postage prepaid.



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19.  PUBLICITY

     Neither PARTY shall publicize or otherwise disclose the terms of this
     Agreement without the prior approval of the other PARTY, which approval
     shall not be unreasonably withheld.

20.  WAIVER

     No failure or delay on the part of either PARTY in the exercise of any
     power, right or privilege arising hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise of any such power, right
     or privilege preclude other or further exercise thereof or of any other
     right, power or privilege.


SIGNED,

LITE-ON POWER SEMICONDUCTOR CORP.      FABTECH, INC.

BY:  /S/ M.K. LU                       /S/ WALTER BUCHANAN
M.K. Lu, President                     Walter Buchanan, President



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