<PAGE>
 
                         Immunity From Suit Agreement

                                    BETWEEN

                                Motorola, Inc.

                                      AND

                       Microelectronics Packaging, Inc.
                             9577 Chesapeake Drive
                          San Diego, California 92123

                             Agreement No. 98-143
                                           ------
                           Effective Date: 7/21/98
                                           -------
                                        


CSP rev 0.0.072098                                                       98-143

                                       1
<PAGE>
 
CONTENTS

Immunity Agreement                                                   Page
                                                                     ----
     1. DEFINITIONS                                                    4
     2. MUTUAL RELEASES                                                6
     3. IMMUNITY (GRANT)
     4. PAYMENT                                                        7
     5. TERM AND TERMINATION                                           9
     6. RIGHTS AND REMEDIES                                           10
     7. LIMITATION ON WARRANTY
     8. LIMITATION ON LIABILITY                                       11
     9. DISPUTES                                                      12
    10. MISCELLANEOUS                                                 12
 


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                                       2
<PAGE>
 
THIS AGREEMENT is effective as of the 21st day of July, 1998, (hereinafter the
                                      -----       -----                       
"EFFECTIVE DATE") between Motorola, Inc., a Delaware corporation, having an
office at 8000 West. Sunrise Blvd. Ft. Lauderdale, Florida, 33322 (hereinafter
called "MOTOROLA"), and Microelectronics Packaging Inc., a corporation of
California, having an office at 9577 Chesapeake Drive San Diego, California
92123, (hereinafter called "ASSEMBLY HOUSE").

WHEREAS, MOTOROLA owns and has, or may have, patents issued and applications for
patents pending, in various countries of the world which relate to BGA PACKAGES
(as hereinafter defined) and

WHEREAS, ASSEMBLY HOUSE owns and has, or may have, rights in various patents
issued, and applications for patents pending, in various countries of the world
which may relate to BGA PACKAGES, and

WHEREAS, ASSEMBLY HOUSE and MOTOROLA may be engaged in continuing research,
development, and engineering in regard to BGA PACKAGES and may have programs for
the patenting of inventions resulting therefrom; and

WHEREAS, ASSEMBLY HOUSE is interested in providing the service of making and
assembling BGA PACKAGES for semiconductor manufacturers including those who are
competitors of MOTOROLA;

NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed as follows:


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                                       3
<PAGE>
 
Section 1 - DEFINITIONS

The capitalized terms used herein shall have the definitions assigned to them in
this Section 1, and shall include the singular as well as the plural.

1.1  SUBSIDIARY means a corporation, company, or other entity more than fifty
percent (50%) of whose outstanding shares or securities (representing the right
to vote for the election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly by a party hereto, but
such corporation, company, or other entity shall be deemed to be a SUBSIDIARY
only so long as such ownership or control exists.

1.2  SEMICONDUCTIVE MATERIAL means any material whose conductivity is
intermediate to that of metals and insulators at room temperature and whose
conductivity, over some temperature range, increases with increases in
temperature. Such material shall include but not be limited to refined products,
reaction products, reduced products, mixtures and compounds.

1.3  INTEGRATED CIRCUIT STRUCTURE means an integral unit consisting primarily of
a plurality of active and/or passive circuit elements associated on, or in, a
unitary body of SEMICONDUCTIVE MATERIAL for performing electrical or electronic
functions.

1.4  BGA PACKAGE means a semiconductor device package for mounting one or more
INTEGRATED CIRCUIT STRUCTURE, the package comprising a substrate having a
mounting area on one side thereof upon which the one or more INTEGRATED CIRCUIT
STRUCTURE can be mounted and electrically connected to the substrate by flip
chip and/or wire bonding. The substrate further includes pads on the side
opposite to that having the mounting area, for receiving solder balls or the
like and for providing electrical contact to the one or more INTEGRATED CIRCUIT
STRUCTURE. A BGA PACKAGE may have plastic encapsulating material overlying the
one or more INTEGRATED CIRCUIT STRUCTURE. A BGA PACKAGE may have pads which are
not electrically connected to the INTEGRATED CIRCUIT STRUCTURE.



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                                       4
<PAGE>
 
1.5  MOTOROLA PATENTS means all classes or types of patents, utility models,
design patents and applications for the aforementioned of all countries of the
world relating to FLIP CHIP BGA PACKAGES and enhancements thereto which, prior
to the date of expiration or termination of this Agreement, are:

     (i)  issued, published or filed, and which arise out of inventions made by
     one or more employees of MOTOROLA or a SUBSIDIARY thereof, or

     (ii) acquired by MOTOROLA or a SUBSIDIARY thereof,

and under which and to the extent to which and subject to the conditions under
which MOTOROLA or a SUBSIDIARY thereof may have, as of the EFFECTIVE DATE of
this Agreement, or may thereafter during the term of this Agreement acquire, the
right to grant licenses or rights of the scope granted herein without the
payment of royalties or other consideration to third persons, except for
payments to third persons (a) for inventions made by said third persons while
engaged by MOTOROLA or a SUBSIDIARY thereof and (b) as consideration for the
acquisition of such patents, utility models, design patents and applications.

1.6  ASSEMBLY HOUSE PATENTS means all classes or types of patents, utility
models, design patents and applications for the aforementioned of all countries
of the world relating to FLIP CHIP BGA PACKAGES and enhancements thereto which,
prior to the date of expiration or termination of this Agreement, are:

     (i)  issued, published or filed, and which arise out of inventions made by
     one or more employees of ASSEMBLY HOUSE or a SUBSIDIARY thereof. or

     (ii) acquired by ASSEMBLY HOUSE or a SUBSIDIARY thereof,

and under which and to the extent to which and subject to the conditions under
which ASSEMBLY HOUSE or a SUBSIDIARY thereof may have, as of the EFFECTIVE DATE
of this Agreement, or may thereafter during the term of this Agreement acquire,
the right to grant licenses or rights of the scope granted herein without the
payment of royalties or other consideration to third persons, except for
payments to third persons (a) for inventions made by said third persons while
engaged by ASSEMBLY HOUSE or a SUBSIDIARY thereof and (b) as consideration for
the acquisition of such patents, utility models, design patents and
applications.



CSP rev 0.0.072098                                                       98-143

                                       5
<PAGE>
 
Section 2 - MUTUAL RELEASES

2.1  MOTOROLA hereby releases, acquits, and forever discharges ASSEMBLY HOUSE
and any entity that is a SUBSIDIARY of ASSEMBLY HOUSE on the EFFECTIVE DATE for
any time prior to the EFFECTIVE DATE, from any and all claims or liability for
infringement or alleged infringement of any MOTOROLA PATENTS for which immunity
from suit is herein granted by MOTOROLA.

2.2  ASSEMBLY HOUSE and its SUBSIDIARIES hereby release, acquit and forever
discharge MOTOROLA and any entity that is a SUBSIDIARY of MOTOROLA on the
EFFECTIVE DATE for any time prior to the EFFECTIVE DATE, from any and all claims
or liability for infringement or alleged infringement of any ASSEMBLY HOUSE
PATENTS for which immunity from suit is herein granted by ASSEMBLY HOUSE to
MOTOROLA.

Section 3 - IMMUNITY FROM SUIT

3.1  MOTOROLA hereby grants to ASSEMBLY HOUSE and its SUBSIDIARIES, for the term
of this Agreement, immunity from suit under MOTOROLA PATENTS for making or
assembling BGA PACKAGES, with or without solder balls or the like, for a third
party or for internal use by ASSEMBLY HOUSE. In no event shall the immunity from
suit apply to INTEGRATED CIRCUIT STRUCTURES that infringe any MOTOROLA PATENT
independent of being packaged in a BGA PACKAGE.

3.2  ASSEMBLY HOUSE and its SUBSIDIARIES hereby grant to MOTOROLA and its
SUBSIDIARIES, for the term of this Agreement, immunity from suit under ASSEMBLY
HOUSE PATENTS and trade secrets for making and/or having made and assembling or
having assembled BGA PACKAGES, with or without solder balls or the like, and for
the subsequent sale and use of BGA PACKAGES. In no event shall the immunity from
suit apply to INTEGRATED CIRCUIT STRUCTURES that infringe any ASSEMBLY HOUSE
PATENT independent of being packaged in a BGA PACKAGE.

3.3  No licenses under any copyrights or mask work rights of either MOTOROLA or
ASSEMBLY HOUSE or a SUBSIDIARY of either are granted under this Agreement.

3.4  ALL INTELLECTUAL PROPERTY RIGHTS NOT EXPRESSLY CONVEYED IN THE PROVISIONS
ABOVE ARE HEREBY RETAINED UNTO MOTOROLA AND ASSEMBLY HOUSE. RESPECTIVELY.



CSP rev 0.0.072098                                                       98-143

                                       6
<PAGE>
 
Section 4 - PAYMENTS

4.1  In partial consideration for the rights granted by MOTOROLA in Section 3,
ASSEMBLY HOUSE agrees to pay MOTOROLA a royalty based on the total number of
pads on BGA PACKAGES made or assembled by ASSEMBLY HOUSE and its SUBSIDIARIES,
and shipped, sold, or otherwise disposed of to customers of ASSEMBLY HOUSE or
its SUBSIDIARIES and subject to the immunity from suit of section 3.1, excluding
those made for MOTOROLA and excluding returns, in accordance with the following:

     4.1.1 The royalty for wire bond BGA PACKAGES shall be seven ten thousandths
     of a United States Dollar (US $0.0007) per pad until a royalty of five
     hundred thousand United States Dollars (US $500,000.00) has been accrued.

     4.1.2 After a royalty of five hundred thousand United States Dollars (US
     $500,000.00) has been accrued, the royalty for wire bond BGA PACKAGES shall
     be three ten thousandths of a United States Dollar (US $0.0003) per pad.

     4.1.3 The royalty for flip chip bond BGA PACKAGES shall be two thousandths
     of a United States Dollar (US $0.0020) per pad until a royalty of one
     million three hundred thirty five thousand United States Dollars (US $1 335
     000.00) has been accrued.

     4.1.4 After a royalty of one million three hundred thirty five thousand
     United States Dollars (US $1335,000.00) has been accrued, the royalty for
     flip chip bond BGA PACKAGES shall be one thousandth of a United States
     Dollar (US $0.001) per pad.



CSP rev 0.0.072098                                                       98-143

                                       7
<PAGE>
 
4.2  Payment periods shall be on a quarterly basis. Within forty-five (45) days
after each calendar quarter ending March 31, June 30, September 30, and December
31, beginning with the first end of the calendar quarter following the EFFECTIVE
DATE, and continuing until all royalties due hereunder have been reported and
paid, ASSEMBLY HOUSE shall pay to MOTOROLA, on behalf of ASSEMBLY HOUSE and all
SUBSIDIARIES of ASSEMBLY HOUSE, the royalties payable for that calendar quarter
in accordance with Section 4.1. Each royalty payment shall be accompanied by a
detailed and complete written statement, certified by a responsible officer of
ASSEMBLY HOUSE certifying the number of BGA PACKAGES made, assembled, sold, or
otherwise disposed of by ASSEMBLY HOUSE or any SUBSIDIARY of ASSEMBLY HOUSE or
shall specify that no BGA PACKAGES have been made, assembled, sold, or otherwise
disposed of during that calendar quarter. The written statement shall
specifically set forth and account for the number of BGA PACKAGES made,
assembled, sold, or otherwise disposed of by ASSEMBLY HOUSE or any SUBSIDIARY of
ASSEMBLY HOUSE that employ Wire Bond techniques and those that employ Flip Chip
Bond techniques. In addition, the written statement shall set forth and account
for royalties payable for that calendar quarter that are attributable to the
disposition, by ASSEMBLY HOUSE or any SUBSIDIARY of ASSEMBLY HOUSE, of Wire Bond
BGA PACKAGES and Flip Chip Bond BGA PACKAGES, respectively.

4.3  Any payment hereunder which shall be delayed beyond the due date shall be
subject to an interest charge of one (1) percent per month on the unpaid balance
payable in United States currency until paid. The foregoing payment of interest
shall not affect MOTOROLA's right to terminate in accordance with Section 5.

4.4  ASSEMBLY HOUSE shall keep full, clear and accurate records with respect to
BGA PACKAGES. MOTOROLA shall have the right through a mutually agreed upon
independent auditor to examine and audit, no more than once a year, at a
mutually agreeable time, all such records and such other records and accounts as
may under recognized accounting practices contain information bearing upon the
amount of royalty payable to MOTOROLA under this Agreement. Prompt adjustment
shall be made to compensate for any errors or omissions disclosed by such
examination or audit. Neither such right to examine and audit nor the right to
receive such adjustment shall be affected by any statement to the contrary
appearing on a check or otherwise.

4.5  Payments hereunder are to be made to Motorola Inc., Account No. 00154413 at
Citibank, N.A., 111 Wall Street, 6th Floor/6, New York, NY 10043, Attn.: Wire
Transfer Department (telephone number (212) 627-3999). Notice of payments shall
be sent by ASSEMBLY HOUSE to MOTOROLA's address in Section 10.9.



CSP rev 0.0.072098                                                       98-143

                                       8
<PAGE>
 
Section 5 - TERM AND TERMINATION AND ASSIGNABILITY

5.1  The term of this Agreement shall run from the EFFECTIVE DATE until December
31, 2005 unless earlier terminated as elsewhere provided in this Agreement.

5.2  In the event of any breach of this Agreement by either party hereto
(including ASSEMBLY HOUSE's obligation to make payments under Section 4), if
such breach is not corrected within forty-five (45) days after written notice
describing such breach, this Agreement may be terminated forthwith by further
written notice to that effect from the party noticing the breach.

5.3  Either party hereto shall also have the right to terminate this Agreement
forthwith by giving written notice of termination to the other party at any
time, upon or after:

     5.3.1 the filing by such other party of a petition in bankruptcy or
     insolvency; or

     5.3.2 any adjudication that such other party is bankrupt or insolvent; or

     5.3.3 the filing by such other party of any legal action or document
     seeking reorganization, readjustment or arrangement of its business under
     any law relating to bankruptcy or insolvency; or

     5.3.4 the appointment of a receiver for all or substantially all of the
     property of such other party; or

     5.3.5 the making by such other party of any assignment for the benefit of
     creditors; or

     5.3.6 the institution of any proceedings for the liquidation or winding up
     of such other party's business or for the termination of its corporate
     charter; or

     5.3.7 in the event of any takeover or purchase of either party by a third
     party which shall be deemed by the other party to be a direct competitor.



CSP rev 0.0.072098                                                       98-143

                                       9
<PAGE>
 
5.4  In the event of termination of this Agreement by one party pursuant to
Section 5.2, the immunity and rights granted to or for the benefit of that one
party hereto and its SUBSIDIARIES under MOTOROLA PATENTS or ASSEMBLY HOUSE
PATENTS, as the case may be, depending upon who is the party doing the
terminating, shall survive such termination and shall extend for the full term
of this Agreement, but the immunity and rights granted to or for the benefit of
the other party shall terminate as of the date termination takes effect.

5.5  At such time as is mutually agreeable, at the written request of either
party hereto to the other party hereto, but in no event less than six (6) months
prior to the expiration of this Agreement, the parties hereto shall discuss the
possible extension of or the renewal of the term of this Agreement, including
the possible amendment of the provisions thereof.

5.6  The rights and/or privileges provided for in this Agreement may be assigned
or transferred by either party only with the prior written consent of the other
party and with the authorization or approval of any governmental authority as
then may be required. Such successor, before such assignment or transfer is
effective, shall expressly assume in writing to the other party the performance
of all of the terms and conditions of this Agreement to be performed by the
assigning party. Any attempted assignment, transfer, or delegation which fails
to comply with the terms of this section shall be void.

Section 6 - RIGHTS AND REMEDIES

6.1  ASSEMBLY HOUSE shall notify MOTOROLA immediately upon discovery of any
unauthorized manufacture, use, sale, or disposition of BGA PACKAGES or any other
breach of this Agreement, and will cooperate with MOTOROLA in every reasonable
way to help MOTOROLA prevent any further unauthorized sale, use, or disposition
thereof.

Section 7 - DISCLAIMER OF WARRANTY

7.1  MOTOROLA provides BGA PACKAGE technology AS IS. MOTOROLA makes no express
or implied representations or warranties regarding BGA PACKAGE technology, its
use, or performance. MOTOROLA disclaims any responsibility for technical
accuracy, improvement, enhancements, or any other product or systems
responsibility. MOTOROLA further disclaims any representation that ASSEMBLY
HOUSE will be able to use BGA PACKAGE technology in an effective way such that a
viable product will result from ASSEMBLY HOUSE's efforts in this regard.
Nothing in this Agreement shall be construed as requiring MOTOROLA to disclose
any information regarding BGA PACKAGE technology to ASSEMBLY HOUSE at any time
other than the MOTOROLA PATENTS.



CSP rev 0.0.072098                                                       98-143

                                       10
<PAGE>
 
7.2  Nothing in this agreement shall be construed as:

     7.2.1 A warranty or representation by MOTOROLA as to the validity or scope
     of any MOTOROLA PATENT;

     7.2.2 A warranty or representation by MOTOROLA that anything made, used,
     sold, or otherwise disposed of under any grant in this Agreement is or will
     be free from infringement of patents of third persons;

     7.2.3 An obligation by MOTOROLA to bring or prosecute actions or suits
     against third parties for infringement of any patent; or

     7.2.4 An obligation by MOTOROLA to indemnify or defend ASSEMBLY HOUSE
     against a claim of infringement of a US patent.

7.3  FURTHER, MOTOROLA MAKES NO WARRANTIES TO ASSEMBLY HOUSE WITH RESPECT TO THE
BGA PACKAGE TECHNOLOGY OR ANY SERVICE, ADVISE, OR ASSISTANCE FURNISHED HEREUNDER
AND NO WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, ARISING FROM COURSE OF DEALING, OR USAGE IN TRADE SHALL APPTLY.

Section 8 - LIMITATION OF LIABILITY

8.1  IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES; ANY DAMAGES WHATSOEVER RESULTING FROM USE OR
LOSS OF USE OF BGA PACKAGE TECHNOLOGY OR RESULTING FROM DELAYS, INCONVENIENCE,
LOSS OF DATA, TIME, PROFITS, OR GOODWILL, INCREASED COSTS OR ANY DIRECT OR
INDIRECT DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; OR THE USE
OR PERFORMANCE OF BGA PACKAGE TECHNOLOGY, WHETHER IN AN ACTION IN CONTRACT OR
TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER MOTOROLA WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE OR ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE OR OTHERWISE.



CSP rev 0.0.072098                                                       98-143

                                       11
<PAGE>
 
Section 9 - DISPUTES

9.1  Except as otherwise specifically provided for in this Agreement, all
disputes which are not promptly disposed of by mutual agreement shall be decided
as set forth in this section. Pending resolution of such disputes, ASSEMBLY
HOUSE may continue with performance under this Agreement and under the terms of
separate purchase orders, dated subsequent to the EFFECTIVE DATE hereof, as
directed by MOTOROLA.

9.2  ASSEMBLY HOUSE and MOTOROLA will attempt to settle any claim or controversy
arising out of this Agreement through consultation and good faith negotiations
in the spirit of mutual cooperation. If these attempts fail, the dispute will be
first submitted to a mutually acceptable form of alternate dispute resolution
("ADR"). Neither party may unreasonably withhold acceptance of such a form of
ADR, and selection of the form of ADR shall be made within forty-five (45) days
after written notice by one party demanding such resolution. The cost of such
ADR shall be shared equally by ASSEMBLY HOUSE and MOTOROLA.

9.3  Any dispute that the parties cannot resolve as set forth above shall be
submitted to the courts within the State of Illinois which shall have the
exclusive jurisdiction regarding the dispute (including, but not limited to, any
arising out of or in connection with this Agreement, its execution, performance
or termination).

Section 10 - MISCELLANEOUS PROVISIONS

10.1 Each of the parties hereto represents and warrants that it has the right to
grant, for the benefit of the other, the immunity and rights granted hereunder
in Sections 2 and 3.

10.2 Nothing contained in this Agreement shall be construed as:

     10.2.1 restricting the right of MOTOROLA or any of its SUBSIDIARIES to
     make, use, sell, lease, or otherwise dispose of any particular product or
     products not herein granted immunity;

     10.2.2 restricting the right of ASSEMBLY HOUSE or any of its SUBSIDIARIES
     to make, use, sell, lease, or otherwise dispose of any particular product
     or products not herein granted immunity;

     10.2.3 an admission by ASSEMBLY HOUSE of, or a warranty or representation
     by MOTOROLA as to, the validity and/or scope of the MOTOROLA PATENTS, or a
     limitation on ASSEMBLY HOUSE to contest, in any proceeding, the validity
     and/or scope thereof;



CSP rev 0.0.072098                                                       98-143

                                       12
<PAGE>
 
     10.2.4 an admission by MOTOROLA of, or a warranty or representation by
     ASSEMBLY HOUSE as to, the validity and/or scope of the ASSEMBLY HOUSE
     PATENTS, or a limitation on MOTOROLA to contest, in any proceeding, the
     validity and/or scope thereof;

     10.2.5 conferring any immunity, license or other right, by implication,
     estoppel or otherwise, under any patent application, patent or patent
     right, except as herein expressly granted under the MOTOROLA PATENTS, and
     the ASSEMBLY HOUSE PATENTS;

     10.2.6 conferring any license or right with respect to any trademark, trade
     or brand name, a corporate name of either party or any of their respective
     SUBSIDIARIES, or any other name or mark, or contraction, abbreviation or
     simulation thereof;

     10.2.7 imposing on MOTOROLA any obligation to institute any suit or action
     for infringement of any MOTOROLA PATENTS, or to defend any suit or action
     brought by a third party which challenges or concerns the validity of any
     MOTOROLA PATENTS;

     10.2.8 imposing upon ASSEMBLY HOUSE any obligation to institute any suit or
     action for infringement of any ASSEMBLY HOUSE PATENTS, or to defend any
     suit or action brought by a third party which challenges or concerns the
     validity of any ASSEMBLY HOUSE PATENTS:

     10.2.9 imposing on either party any obligation to file any patent
     application or to secure any patent or maintain any patent in force; or

     10.2.10 an obligation on either party to furnish any manufacturing or
     technical information under this Agreement except as the same is
     specifically provided for herein.

10.3  No express or implied waiver by either of the parties to this Agreement of
any breach of any term, condition or obligation of this Agreement by the other
party shall be construed as a waiver of any subsequent breach of that term,
condition or obligation or of any other term, condition or obligation of this
Agreement of the same or of a different nature.



CSP rev 0.0.072098                                                       98-143

                                       13
<PAGE>
 
10.4  Anything contained in this Agreement to the contrary notwithstanding, the
obligations of the parties hereto shall be subject to all laws, both present and
future, of any Government having jurisdiction over either party hereto, and to
orders or regulations of any such Government, or any department, agency, or
court thereof, and acts of war, acts of public enemies, strikes, or other labor
disturbances, fires, floods, acts of God, or any causes of like or different
kind beyond the control of the parties, and the parties hereto shall be excused
from any failure to perform any obligation hereunder to the extent such failure
is caused by any such law, order, regulation, or contingency but only so long as
said law, order, regulation or contingency continues.

10.5  The captions used in this Agreement are for convenience only, and are not
to be used in interpreting the obligations of the parties under this Agreement.

10.6  This Agreement and the performance of the parties hereunder shall be
construed in accordance with and governed by the laws of the State of Illinois.

10.7  If any term, clause, or provision of this Agreement shall be judged to be
invalid, the validity of any other term, clause, or provision shall not be
affected; and such invalid term, clause, or provision shall be deemed deleted
from this Agreement.

10.8  This Agreement constitutes the entire understanding and is the full and
complete statement of this contract between MOTOROLA and ASSEMBLY HOUSE
regarding BGA PACKAGES and supersedes all oral or written proposals, prior
agreements, and other prior communications between the parties, concerning the
subject matter of this Agreement. No representation or promise relating to and
no amendment of this Agreement shall be binding unless it is in writing and
signed by duly authorized representatives of both parties.



CSP rev 0.0.072098                                                       98-143

                                       14
<PAGE>
 
10.9  All notices required or permitted to be given hereunder shall be in
writing and shall be valid and sufficient if dispatched by registered airmail,
postage prepaid, in any post office in the United States, addressed as follows:

     10.9.1  If to MOTOROLA:

     Motorola, Inc.
     1303 East Algonquin Road
     Schaumburg, Illinois 60196

          Attention: Vice President of Patents, Trademarks, and Licensing
               Further Attn.: Val Jean F. Hillman, esq.
               Telecopier Number (954) 723-3871

     10.9.2 If to ASSEMBLY HOUSE:

     Microelectronics Packaging, Inc.
     9577 Chesapeake Drive
     San Diego, California 92123

          Attention:  Senior Vice President and Chief Financial Officer

     10.9.3 The date of receipt of such a notice shall be the date for the
     commencement of the running of the period provided for in such notice, or
     the date at which such notice takes effect, as the case may be.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate.

MOTOROLA, INC.                              MICROELECTRONICS PACKAGING. INC.
                                        
                                        
                                        
By: /s/ PAUL FOWLER                         By: /s/ DENIS J. TRAFECANTY
    ---------------                             -----------------------
        Paul Fowler                                 Denis J. Trafecanty
                                        
Title:  Senior Vice President               Title:  Senior Vice President
        and General Manager                         and Chief Financial Officer
        Radio Products Group            



CSP rev 0.0.072098                                                        98-143

                                       15