CONEXANT SYSTEMS INC
EXHIBIT 10-K-1
<DOCUMENT>
<TYPE>EX-10.K.1
<SEQUENCE>10
<FILENAME>a86459exv10wkw1.txt
<DESCRIPTION>EXHIBIT 10-K-1
<TEXT>
<PAGE>
                                                                  Exhibit 10-k-1

                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                            UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
[UMC LOGO]


                    CAPACITY & RESERVATION DEPOSIT AGREEMENT

This Capacity & Reservation Deposit Agreement (together with its Exhibits, the
"Agreement") is entered into as of March 20th, 2000 ("the Effective Date") by
and between Conexant Systems, Inc., a company incorporated in Delaware
"Conexant"); and UMC Group (USA) for foundry services to be performed by United
Microelectronics Corporation ("UMC").

1.           DEFINITIONS

1.1          "Agreement Period" means the time period commencing April 1, 2000
             and ending twelve (12) calendar quarters thereafter or upon
             termination of this Agreement, whichever comes first.

1.2          "Foundry Products" and/or "Products" means those integrated
             circuits designed and/or licensed by Conexant which UMC
             manufactures for Conexant under this Agreement.

1.3          "Existing Agreements" means the written agreements, if any,
             existing between UMC and Conexant as of the Effective Date.

1.4          "Allocated Production Capacity" means commercial production
             capacity in UMC facilities with the agreed upon technology feature
             sizes and in quantities designated as 8-inch equivalent wafer outs
             during the quarter involved. The specific technology and quantities
             for Allocated Production Capacity shall be as stated in the
             attached EXHIBIT A (as may be updated in writing by mutual
             agreement during the Agreement Period). In the absence of a written
             agreement to the contrary, and except for excess capacity provided
             pursuant to paragraph 2.2 below, capacity pursuant to this
             Agreement shall be generally linear, without abrupt changes from
             month to month and with no bunching or clumping of quantities or
             orders.

1.5          "Wafers" shall mean Products in wafer form.

2.           PRODUCTION OF FOUNDRY PRODUCT

2.1          Subject to the terms of this Agreement and for those months in the
             ten calendar quarters starting 2Q '00 and finishing at the end of
             3Q '02 (shown in EXHIBIT A), Conexant will have the right of first
             refusal for Allocated Production Capacity to be furnished pursuant
             to UMC's Standard Terms and Conditions as described in EXHIBIT D,
             and subject to the

                                     -1/8-
<PAGE>
             Side Letter also attached as EXHIBIT D, in the amounts shown in
             EXHIBIT A, provided that Conexant must issue binding purchase
             orders four weeks plus the agreed cycle time prior to wafer out and
             comply with UMC's forecasting requirements, below. The capacity
             commitment outlines in EXHIBIT A is based on Conexant's baseline
             processes listed in EXHIBIT A. In the event that Conexant requests
             that UMC allocate any portion of the Allocated Production Capacity
             to products to be manufactured by a process identical to a baseline
             process except for the number of metal layers involved, UMC may, at
             UMC's option, if UMC cannot accommodate such requests for capacity
             in such nonconforming process without suffering commercially
             nontrivial adverse impact, apply the process mix conversion factors
             outlined in EXHIBIT A to adjust the Allocated Production Capacity
             downwards as to such portion.

2.1.1        Within the first seven calendar days of each month of such ten
             quarters, Conexant will provide to UMC by facsimile or other
             electronic communication a written rolling delivery forecast of its
             wafer outs requirements from UMC's facilities for the next six full
             calendar months (each a "Conexant Forecast").

2.1.1.1      Each such Conexant Forecast shall show the quantity of wafer outs
             and the specific technology and/or process for the wafers listed.
             Conexant shall make good faith efforts to ensure that all such
             Conexant Forecasts are reasonable estimates of its anticipated
             needs. Subject to this obligation, and except as expressly stated
             in this Agreement, all such Conexant Forecasts (and any responses
             to them) will be for planning purposes only, and will not create
             any obligation to purchase and/or sell.

2.1.1.1.1    Although Conexant shall not be bound to purchase the amounts
             described in the Conexant Forecasts:

             (a)          In the event any quarter's actual usage (based on
                          properly submitted purchase orders) is less than [***]
                          of the total Allocated Production Capacity for such
                          quarter, (i) UMC reserves the right to lower the
                          allocation for the next two quarters at the same
                          proportionate rate, and (ii) no such adjustment shall
                          result in or permit any change in the Deposit amount
                          described below, and (iii) provided that Conexant has
                          utilized the entirety of the lowered allocation for
                          the intervening months as described in (i) of this
                          paragraph, Conexant's capacity allocation will again
                          be built back up/increased to its pre-readjusted level
                          at a rate not-to exceed [***] wafers per quarter until
                          it reaches the Allocated Production Capacity.

             (b)          In the event Conexant fails to properly place a
                          purchase order per section 2.1 above, and if UMC
                          notifies Conexant of such non-receipt and such
                          purchase order is not received within 2 business days
                          of such notification, then UMC will be released from
                          any and all capacity commitments under this Agreement
                          for the month involved in the missed order.

                                     -2/8-

<PAGE>
2.2          Notwithstanding anything to the contrary, UMC will have no
             obligation under this Agreement to provide foundry services or to
             offer capacity beyond that stated in this Agreement to Conexant,
             nor shall UMC be liable in any manner for any capacity shortfall,
             where any such shortfall is attributable in whole or in part to
             UMC's agreeing to place Wafers on hold, cancellations,
             rescheduling, or other accommodations made to Conexant by UMC. The
             capacity guarantees and other promises made under this Agreement
             are personal to Conexant, and are nontransferable and
             nonassignable. Conexant may exercise rights under this Agreement
             solely for Products, and not for the purpose of offering or
             providing foundry capacity to others. Notwithstanding the
             foregoing, to the extent that additional capacity becomes available
             to UMC (whether through expansion of UMC capacity in excess of
             demand or through shortfalls in demand), in appropriate
             technologies for Conexant's needs, UMC shall offer Conexant a right
             of first refusal as to such capacity. Notification of such
             availability, and order placement terms with respect to such
             capacity, will be provided as early as is practicable by electronic
             mail to an address designated by Conexant specifically for such
             purpose, and Conexant shall have five business days from the
             transmission of such electronic mail to notify UMC of its binding
             acceptance of all or a portion of such additional capacity. If no
             such acceptance is received within such time, Conexant's right to
             such excess capacity shall terminate. Among the terms provided by
             UMC shall be a date certain by which a purchase order must be
             submitted to confirm acceptance of such additional capacity.
             Utilization of excess capacity provided pursuant to this paragraph
             2.2 shall not earn credits nor shall such excess capacity be
             considered part of the Allocated Production Capacity provided under
             this Agreement for any purposes of this Agreement.

2.3          Products shall be manufactured initially at a wafer fabrication
             facility to be mutually agreed upon by the parties. Production may
             be relocated, in whole or in part, to, and additional products
             started at other UMC facilities by mutual agreement.

2.4          UMC shall perform wafer sort for a minimum of 50% of wafer output
             during each calendar month.

2.4.1        UMC may use internal resources or outside contractors, or both, to
             perform wafer sort. External contractors may be used, provided they
             meet: (a)- UMC's wafer sort subcontractor qualification criteria
             and (b)- the same wafer sort quality and performance specifications
             that Conexant requires of UMC.

2.4.2        Tester configuration and roadmap shall be as agreed in writing.

2.4.3        Wafer sort price TBD.

2.4.4        UMC's responsibilities for wafer sort shall be subject to Conexant
             providing UMC with sufficient technical and engineering resources
             and support to enable UMC to, with commercially reasonable efforts,
             transfer, debug, and qualify products on the testers specified by
             Conexant prior to the commencement of volume production.

                                     -3/8-

<PAGE>
2.5          The parties recognize that there are device layout and electrical
             target (collectively, "Device Target") differences between UMC's
             standard 0.18um process and Conexant's 0.18um process.

2.5.1        UMC and Conexant will work together to accommodate device layout
             and electrical differences necessitated by the differences between
             the parties' respective 0.18um processes, including but not limited
             to identifying mutually acceptable Device Targets.

2.5.2        In the event UMC and Conexant are unable to agree on mutually
             acceptable final Device Targets and other parameters for Conexant's
             products to be manufactured by UMC, each party's obligations under
             this Agreement shall terminate, provided however that, within ten
             days of the end of the first full calendar month following such
             termination, any interest or credits earned by Conexant as of such
             dates shall be paid; any remaining deposit shall be refunded; all
             then-binding purchase orders other than for 0.18um Product shall be
             filled and invoices therefor paid; and all remaining Allocated
             Production Capacity shall be released.

3.           DEPOSIT AND CREDITS

3.1          Within 2 weeks of the Effective Date, Conexant will send a total
             sum of [***] ("the Deposit") by wire transfer to an account to be
             designated by UMC in writing. UMC shall confirm receipt of such
             funds within two banking days of actual receipt ("the Receipt
             Date"). As shown in more detail in Exhibit C, the amount of this
             Deposit is equal to [***].

3.2          Subject to the terms of this Agreement, in each quarter shown in
             Exhibit A, Conexant may receive [***], as a credit, provided that
             Conexant will not be entitled to any such credit for quantities
             (and/or prices) in excess of that shown on Exhibits A and C for the
             quarter involved. In the event that Wafers incorporate additional
             metal layers over the base amount indicated in Exhibit A, and if
             UMC exercises its option to reduce Conexant's capacity allotment
             accordingly, the credits for Wafers incorporating additional metal
             layers shall be adjusted to compensate for the resulting reduction
             in total number of Wafers. The credits so accrued shall be paid to
             Conexant [***]. To the extent that any amounts have accrued but not
             been paid at the termination of this Agreement, such accrued
             credits shall be tendered within 30 days of such termination. All
             amounts paid or credited to Conexant under this paragraph shall be
             deducted from the Deposit when they are paid or credited, and the
             remaining amounts of the Deposit shall then be the "Remaining
             Deposit."

3.3          To the extent that Conexant fails to order the quantities shown in
             Exhibit A for any quarter involved, Conexant will be allowed to
             receive credits (up to the maximum amount of the Remaining Deposit)
             against wafer purchases at the rate of [***]. The maximum
             cumulative credit under this Agreement shall be the total amount of
             the Deposit, and the maximum cumulative credit under this Agreement
             for deliveries during the final two

                                     -4/8-
<PAGE>
             quarters of the Agreement Period shall be the Remaining Deposit as
             of the end of the final quarter of the profile in Exhibit A. During
             each of the final two quarters of the Agreement Period, UMC shall
             ensure that capacity is made available to Conexant to accommodate
             properly forecast and submitted purchase orders for quantities up
             to the lesser of one half of (1) the remaining unused amount of the
             Allocated Production Capacity or (2) the amount of Allocated
             Production Capacity utilized hereunder during the tenth quarter of
             the Agreement Period.

3.4          To the extent that any amount of the Deposit and/or Remaining
             Deposit has not been credited against Product delivered prior to
             the end of the Agreement Period, all such amounts shall be released
             to UMC, and Conexant shall have no rights thereto.

3.5          UMC shall have no obligation to hold the Deposit or Remaining
             Deposit (or their proceeds) in trust or in any segregated account,
             or otherwise on Conexant's behalf. UMC has no obligation to account
             to Conexant for such funds in any manner, and UMC shall not have
             any duty with respect to such funds, except as expressly provided
             in this Agreement. Notwithstanding the foregoing, on each
             anniversary of the Receipt Date, for the term of this Agreement,
             UMC will issue a credit memo equal to [***]. If the Deposit is
             reduced to zero during the term of this Agreement, a final credit
             memo will be issued within 30 days of such event.

3.6          The payments provided for in this Agreement include all applicable
             taxes, if any. If any taxes (including without limitation,
             withholding taxes) are imposed on payments by UMC to Conexant
             hereunder, UMC may either deduct such taxes from payments made to
             Conexant, have Conexant directly pay such taxes, or have Conexant
             reimburse UMC for taxes paid by UMC. The parties agree to
             commercially reasonable efforts to cooperate to reduce the tax
             burden on each party.

4.           PRICING & TERMS

4.1          The parties agree to the Not-To-Exceed (NTE) pricing (exclusive of
             wafer sort charge) in EXHIBIT B.

4.1.1        For all Wafer outs at 0.25um in any given quarter in excess of the
             Allocated Production Capacity for such feature size for such
             quarter (e.g., as a result of Conexant's ordering additional
             quantities pursuant to Section 2.2 above), the price shall be
             discounted by [***] per each such additional Wafer.

4.2          All Wafer purchases and services performed under this Agreement
             shall be subject to UMC's Standard Terms and Conditions, unless
             otherwise agreed in writing.

4.3          Within sixty (60) days of the Effective Date or any mutually agreed
             extension thereto ("the Period"), the parties shall enter a foundry
             agreement which shall replace UMC's Standard Terms and Conditions
             (as modified by Side Letter) as described in Section 2.1 above.
             Failure to conclude good faith negotiations of the foundry
             agreement within the

                                     -5/8-
<PAGE>
             Period shall establish grounds to terminate this Agreement for the
             convenience of either party in accordance with Section 5.2 below.
             The foundry agreement, if entered, shall be retroactive such that
             all Product provided hereunder shall be deemed to have been
             provided pursuant to the terms of the foundry agreement. In the
             event that the foundry agreement is not entered and neither party
             elects to terminate this Agreement for convenience, the Standard
             Terms, as modified by the Side Letter, shall continue to apply to
             all further orders placed pursuant to this Agreement.

5.           TERM AND TERMINATION

5.1          This Agreement shall remain in effect until the end of the
             Agreement Period, and may be terminated only as described below.
             Notwithstanding any expiration, novation, cancellation or
             termination of this Agreement, and notwithstanding anything to the
             contrary in the Standard Terms, the nondisclosure agreement
             attached as EXHIBIT E hereto shall supersede any other
             nondisclosure agreement which may have been previously entered
             between the parties hereto, and shall survive and continue in full
             force and effect unless and until amended or superseded by an
             instrument in writing of concurrent or subsequent date signed by
             duly authorized officers of each of the parties.

5.2          Without limiting the foregoing, if any party fails to perform or
             violates any material obligation under this Agreement, upon thirty
             (30) days' written notice to such defaulting party specifying the
             default, including a detailed description of the breach as well as
             any available information reasonably useful and/or necessary to
             enable a cure (the "Default Notice"), the party affected by such
             failure and/or violation may terminate this Agreement as to its
             responsibilities and obligations without liability unless:

             (a)          The breach specified in the Default Notice has been
                          cured within the thirty (30) day period, or if the
                          breach is disputed, the amount in dispute is placed in
                          a reasonably secure third party escrow account with a
                          nationally recognized escrow agency pending resolution
                          of the dispute; or

             (b)          The default reasonably requires more than thirty (30)
                          days to correct (specifically excluding any failure to
                          pay money), and the defaulting party begins
                          substantial corrective action to remedy the default
                          within such thirty (30) day period and diligently
                          pursues such action, in which event termination shall
                          not be effective unless such corrective action is not
                          completed and the default remedied as of sixty (60)
                          days from the date the defaulting party received the
                          Default Notice.

             (c)          In any event and for the duration of any dispute
                          hereunder, both parties shall continue to perform
                          their respective obligations in a timely and
                          professional manner and shall in good faith continue
                          to perform such obligations in accordance with the
                          directions resulting from such dispute resolution.

                                     -6/8-
<PAGE>
6.           GENERAL

6.1          This Agreement shall be construed and the legal relations between
             the parties shall be determined in accordance with the laws of the
             State of California, U.S.A. without regard to its contracts of laws
             principles. This Agreement is intended to be fully enforceable
             according to its terms, and to be a binding obligation of each
             party, and of their respective successors and assigns.

6.2          The terms of this Agreement are confidential and shall not be
             disclosed to any third party except:

             (a)          to any court or governmental body or agency compelling
                          such disclosure, but only to the extent so compelled;
                          or

             (b)          as otherwise may be required by any law and the rules
                          or regulations promulgated under such law.

6.3          This Agreement and its exhibits comprise the entire and only
             agreement between the parties respecting its subject matter and
             supersedes and cancels all previous negotiations, agreements,
             commitments and writings in respect thereto. This Agreement,
             including its exhibits, may not be amended, supplemented, released,
             discharged, abandoned, changed or modified in any manner, orally or
             otherwise, except by an instrument in writing of concurrent or
             subsequent date signed by duly authorized officers of each of the
             parties.

7.           DISPUTE RESOLUTION

7.1          UMC and Conexant shall cooperate and attempt in good faith to
             resolve any and all disputes arising out of and/or relating to any
             Agreement and/or Products.

7.2          Any disputes relating to and/or arising out of any Agreement and/or
             goods which cannot be so resolved will be decided exclusively by
             binding arbitration under procedures which ensure efficient and
             speedy resolution. The specific procedures concerning such
             arbitrations shall be pursuant to the Rules for International
             Arbitrations under the American Arbitration Association. The
             arbitration shall be conducted in the English language in Santa
             Clara County, California, if brought by Conexant, and in Orange
             County, California, if brought by UMC, before a panel of three
             neutral, independent arbitrators. Notwithstanding anything to the
             contrary:

7.2.1        the arbitrators will have no power to order discovery;

7.2.2        the arbitrators will follow such procedures and enter such orders
             and conduct the hearing under conditions which ensure at least the
             same degree of confidentiality for each party as provided by
             whatever nondisclosure agreement is in effect between the parties
             at the time of the arbitration, and which adequately protect the
             participants from disclosure of highly

                                     -7/8-
<PAGE>
             sensitive information to anyone other than the arbitrators and
             lawyers (or comparable legal representatives) and reasonably
             necessary expert witnesses and not to persons employed by one or
             more of the parties nor to competitors of them, and

7.2.3        the arbitrators shall require pre-hearing exchange of documentary
             evidence to be relied upon by each of the respective parties in
             their respective cases in chief, and pre-hearing exchange of
             briefs, witness lists and summaries of expected testimony.

7.3          The arbitrators will make their decision in writing; and their
             decision will be binding upon the Parties and it may be entered by
             any court having jurisdiction.

7.4          Notwithstanding anything to the contrary, any party may apply to
             any court of competent jurisdiction for interim injunctive relief
             with respect to irreparable harm which cannot be avoided and/or
             compensated by such arbitration proceedings, without breach of this
             Section 7 and without any abridgment of the powers of the
             arbitrators.

ACCORDINGLY, each party represents and warrants that the representative signing
on their respective behalf is authorized to enter into this Agreement and to
bind them to its terms.

UMC GROUP (USA)                             CONEXANT

By: /s/ Jim Kupec                           By: /s/ Terry Ellis
    --------------------------------            --------------------------------

Name: Jim Kupec                             Name: Terry Ellis
      ------------------------------              ------------------------------

Title: President, UMC (USA)                 Title: SVP, Operations
       -----------------------------               -----------------------------

Date: March 17, 2000                        Date: 3/20/2000
      ------------------------------              ------------------------------

EXHIBIT A: Allocated Production Capacity

EXHIBIT B: Not-to-Exceed (NTE) Pricing

EXHIBIT C: Nominal Wafer Price & Deposit Profile

EXHIBIT D: UMC's Standard Terms & Conditions and Confidential Side Letter
           Agreement

EXHIBIT E: UMC's Standard Reciprocal Non-disclosure Agreement (as modified
           exclusively for Conexant)

                                     -8/8-
<PAGE>
                                    EXHIBIT A

                            (Wafer-Outs per quarter)
                          ALLOCATED PRODUCTION CAPACITY

                                      [***]
<PAGE>
                                    EXHIBIT B

                           NOT-TO-EXCEED (NTE) PRICING

                                      [***]
<PAGE>
                                    EXHIBIT C

                      NOMINAL WAFER PRICE AND DEPOSIT* PROFILE

                                      [***]
<PAGE>
                                    EXHIBIT D

    UMC'S STANDARD TERMS & CONDITIONS AND CONFIDENTIAL SIDE LETTER AGREEMENT

                             (ATTACHED - NEXT PAGE)

[Note: This document has been superceded by the Foundry Agreement dated July 27,
2000 filed as Exhibit 10-k-6 to the Annual Report on Form 10-K for the year
ended September 30, 2002 of Conexant Systems, Inc.]
<PAGE>
                                    EXHIBIT E

               UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT
                     (AS MODIFIED EXCLUSIVELY FOR CONEXANT)

                                               Effective Date: December 31, 1998

To protect confidential information, United Microelectronics Corporation ("UMC")
and Conexant Systems, Inc. ("Company") agree:

      1. The obligations imposed by this Reciprocal Non-Disclosure Agreement
("Agreement") shall only apply to information designated as "Confidential" at
the time of disclosure ("Confidential Information") as follows:

      (a) Confidential Information must be marked or labeled clearly as
"CONFIDENTIAL" or with a similar legend sufficient to notify the receiving party
that it is confidential (unless such information is disclosed orally or by
demonstration or is otherwise strictly impossible to mark);

      (b) Confidential Information that is impossible to mark must be clearly
identified as confidential at the time of disclosure, and summarized in
reasonable detail and designated as confidential in a writing delivered to the
receiving party within thirty (30) days of first disclosure.

      2. Each party agrees that for a period of five (5) years from the first
disclosure pursuant to paragraph 1 above, and notwithstanding this Agreement's
termination, expiration or cancellation, it will not disclose to any third party
any Confidential Information received from the other party except as expressly
agreed upon in writing. No party will use or incorporate any Confidential
Information received from the other party for any purpose whatsoever except
solely for the evaluation and pursuit of amicable and mutually beneficial
business relations between the Company and UMC. Notwithstanding anything to the
contrary, to the extent reasonably appropriate in connection with such purpose,
disclosure of Confidential Information from the Company may be made (1) between
and among UMC and Nippon Foundry, Inc. ("NFI"), on the condition that NFI will
be bound as a party to this Agreement; and (2) as may be appropriate for
communication with the Company, UMC's and NFI's marketing and customer service
offices; and (3) to vendors of mask-making and back-end services requested by
the Company, provided that such vendors enter appropriate written nondisclosure
agreements to protect Confidential Information. Notwithstanding anything to the
contrary, to the extent reasonably appropriate in
<PAGE>
connection with such purpose, disclosure of Confidential Information from UMC
and NFI may be shared with Company's affiliates and, upon terms no less
stringent than the terms described herein, with Company's consultants and
independent contractors, on the condition that such affiliates, consultants and
independent contracts will be bound as parties to this Agreement and Company
will be responsible for any breaches of this Agreement by such parties.

      3. Each party shall safeguard all things, documents, and work that embody
Confidential Information of the other in areas reasonably restricting access and
preventing unauthorized use and/or disclosure. Each party will exercise at least
the same degree of care as it uses to protect its own proprietary information,
but no less than a reasonable degree of care, to prevent accidental or other
loss of any Confidential Information of the other. In the event of any loss, or
unauthorized disclosure or use of Confidential Information, the party involved
shall immediately notify the other.

      4. Each party understands that the other party may currently or in the
future be developing information internally, or receiving information from third
parties that may be similar to the Confidential Information. Accordingly,
nothing in this Agreement will be construed as a representation or inference
that either party will not develop products, or have products developed for it,
or enter into joint ventures, alliances, or licensing arrangements that, without
violation of this Agreement, compete with the products or systems embodying the
Confidential Information. Further, either party shall be free to use for any
purpose the "residuals" resulting from access to or work with such Confidential
Information, provided that such party shall maintain the confidentiality of the
Confidential Information as provided herein. The term "residuals" means
information in intangible form, which may be retained by persons who have had
access to the Confidential Information, including ideas, concepts, know-how or
techniques contained therein. Neither party shall have any obligation to limit
or restrict the assignment of such persons or to pay royalties for any work
resulting from the use of residuals. Notwithstanding the above, no license
rights under any party's intellectual property rights are granted by
implication, estoppel or otherwise by virtue of this paragraph 4. The
obligations of this Agreement shall not apply to Confidential Information which
the receiving party shows is:

      (a) already in the possession of the receiving party at or before the time
of disclosure hereunder as reasonably shown by evidence existing at the time of
disclosure; or

      (b) publicly known through no wrongful act of the receiving party
(provided that Confidential Information becoming publicly known shall not excuse
a prior breach); or

      (c) lawfully received from a third party without obligation of confidence;
or

      (d) independently developed by the receiving party or by persons not
having access to the Confidential Information; or

      (e) approved for release by written authorization of the disclosing party;
or

                                      -2-
<PAGE>
      (f) disclosed pursuant to the requirement or demand of a lawful
governmental or judicial authority, but only to the extent required by operation
of law, regulation or court order.

      5. Within thirty (30) days of termination or expiration of this Agreement,
or upon written request, the receiving party shall at its option either promptly
return to the disclosing party or certify the destruction of all documents and
other tangible things reflecting Confidential Information of the disclosing
party, together with all copies, extracts, summaries and (except as agreed in
writing) other material derived therefrom.

      6. Confidential Information shall remain the property of the disclosing
party. Except for furtherance of the purpose as described in paragraph 2 above,
and except as provided by paragraph 8 below, nothing in this Agreement
(expressly or impliedly) grants any patent, copyright, trademark, mask work,
trade secret or other property right with respect to Confidential Information to
the receiving party. The parties do not intend that any agency, joint venture or
partnership relationship be created between them by this Agreement.

      7. Neither party has an obligation under this Agreement to purchase any
item or service from the other or to offer products or processes using or
incorporating Confidential Information. Either party may, without using
Confidential Information of the other, offer products/processes for sale, modify
products/processes, and/or discontinue products/processes. There is no
obligation of confidentiality with respect to any information not designated as
"Confidential" pursuant to this Agreement.

      8. Notwithstanding anything to the contrary, nothing in this Agreement
shall limit or restrict either party from using and/or implementing in the
ordinary course of its business any and all processes, recipes, and
manufacturing, fabrication, assembly and test techniques, and related
improvements ("process technology") provided, derived and/or developed in whole
or in part by or on behalf of that party, and neither party shall be limited or
restricted by this Agreement with respect to any such process technology unless
clearly stated to the contrary in a writing signed by an officer of the party
involved identifying the specific information in precise detail.

      9. This Agreement, if executed by the Company in the R.O.C., shall be
governed by and construed under the laws of the R.O.C. (and if executed in
Europe, the laws of the Netherlands, and if executed elsewhere, the laws of
California), without regard to conflicts of laws provisions.

      10. Each party will advise the other in writing if any Confidential
Information is subject to applicable export control laws, and upon such written
notice, the parties shall not export any such identified information furnished
by the other in violation of such export control laws.

      11. There are no understandings, agreements, or representations, express
or implied, regarding the parties' obligations with respect to information
exchanged between them except as

                                      -3-
<PAGE>
stated above. This Agreement may not be amended, modified or altered except by a
writing signed by officers of both parties that makes specific reference to this
Agreement and specifically states that it overrides this Agreement.

UMC                                                  COMPANY


By: /s/ Jim Kupec                           By: /s/ Terry Ellis
    -----------------------------------         --------------------------------


Name/Title: Jim Kupec, Pres. UMC (USA)      Name/Title: Terry Ellis/ SVP, OPS.
            ---------------------------                 ------------------------


                                            Executed in (Country): USA
                                                                   -------------






                                      -4-


</TEXT>
</DOCUMENT>
