INTEGRATED PACKAGING ASSEMBLY CORP
CERTIFICATE OF DESIGNATION
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>9
<FILENAME>d25183_ex10-43.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION
<TEXT>

                                                                    Exhibt 10.43

                    INTEGRATED PACKAGING ASSEMBLY CORPORATION

                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

               (Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware)


     INTEGRATED PACKAGING ASSEMBLY CORPORATION, a Delaware corporation (the
"Company"), in accordance with the provisions of Section 103 of the General
Corporation Law of the State of Delaware (the "DGCL") DOES HEREBY CERTIFY:

     That pursuant to authority vested in the Board of Directors of the Company
by the Certificate of Incorporation of the Company, the Board of Directors of
the Company, at a meeting duly called and held on December 12, 2000, adopted a
resolution providing for the creation of a series of the Company's Preferred
Stock, $.00l par value, which series is designated "Series B Convertible
Preferred Stock," which resolution is as follows:

     RESOLVED, that pursuant to authority vested in the Board of Directors of
the Company by the Certificate of Incorporation, the Board of Directors does
hereby provide for the creation of a series of the Preferred Stock, $.001 par
value, of the Company, and to the extent that the voting powers and the
designations, preferences and relative, participating, optional or other special
rights thereof and the qualifications, limitations or restrictions of such
rights have not been set forth in the Certificate of Incorporation of the
Company, does hereby fix the same as follows:

                      SERIES B CONVERTIBLE PREFERRED STOCK

          A. DESIGNATION. The shares of such series shall be designated as
"Series B Convertible Preferred Stock" (the "Series B Preferred").

          B. AMOUNT. The number of shares constituting such series of Series B
Preferred shall be three million twenty three thousand two hundred twenty five
(3,023,225).

          C. RANK. The Series B Preferred shall rank (i) senior to the Common
Stock, par value $.001 per share (the "Common Stock"), of the Company, now or
hereafter issued, as to payment of dividends and as to distribution of assets
upon liquidation, dissolution, or winding up of the Company, whether voluntary
or involuntary, (ii) on a parity with the Series A Convertible Preferred Stock
(the "Series A Preferred"), par value $.001 per share, of the Company, both as
to payment of dividends and as to distributions of assets upon liquidation,
dissolution, or winding up of the Company, whether voluntary or involuntary, and
(iii) on a parity with any additional series of preferred stock of any class
which the Board of Directors or the stockholders may from

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time to time authorize, both as to payment of dividends and as to distributions
of assets upon liquidation, dissolution, or winding up of the Company, whether
voluntary or involuntary.

          D. The rights, preferences, privileges, restrictions and other matters
relating to the Series B Preferred are as follows:

                    1. Dividends and Distributions.

                        a.  The holders of shares of Series B Preferred shall
be entitled to receive, when, as, and if declared by the Board of Directors of
the Company (the "Board of Directors" or the "Board") out of funds legally
available for such purpose, dividends at the rate of $0.15877 per annum per
share, and no more, which shall be fully cumulative, shall accrue without
interest (except as otherwise provided herein as to dividends in arrears) from
the date of original issuance of such shares and shall be payable semi-annually
on July 1 and January 1 of each year commencing July 1, 2001 (except that if any
such date is a Saturday, Sunday, or legal holiday, then such dividend shall be
payable on the next succeeding day that is not a Saturday, Sunday, or legal
holiday) to holders of record as they appear on the stock books of the Company
on such record dates, which shall be not more than 20 nor less than 10 days
preceding the payment dates for such dividends, as shall be fixed by the Board
(each, a "Record Date"). Dividends on the Series B Preferred shall be paid in
cash or, subject to the limitations in Section 1(b) hereof, shares of Common
Stock of the Company or any combination of cash and shares of Common Stock, at
the option of the holders of Series B Preferred as hereinafter provided. The
amount of the dividends payable per share of Series B Preferred for each
semi-annual dividend period shall be computed by dividing the annual dividend
amount by two. The amount of dividends payable for the initial dividend period
and any period shorter than a full semi-annual dividend period shall be computed
on the basis of a 360-day year of twelve 30-day months. Dividends not paid on a
payment date, whether or not such dividends have been declared, will bear
interest at the rate of 8% per annum until paid. No dividends or other
distributions, other than dividends payable solely in shares of Common Stock or
other capital stock of the Company ranking junior as to payment of dividends and
as to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, to the Series B Preferred
(collectively, the "Junior Stock"), shall be paid or set apart for payment on
any shares of Junior Stock, and no purchase, redemption, or other acquisition
shall be made by the Company of any shares of Junior Stock unless and until all
accrued and unpaid dividends on the Series B Preferred and interest on dividends
in arrears at the rate specified herein shall have been paid or declared and set
apart for payment (except for acquisitions of Common Stock by the Company
pursuant to agreements which permit the Company to repurchase such shares upon
termination of services to the Company or in exercise of the Company's right of
first refusal upon a proposed transfer).

        If at any time any dividend on any capital stock of the Company ranking
senior as to payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, to the Series B Preferred (the "Senior Stock"), shall be in
default, in whole or in part, no dividend shall be paid or declared and set
apart for payment on the Series B Preferred unless and until all accrued and
unpaid dividends with respect to the Senior Stock, including the full dividends
for the then current dividend period,


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<PAGE>

shall have been paid or declared and set apart for payment, without interest. No
full dividends shall be paid or declared and set apart for payment on any class
or series or the Company's capital stock ranking, as to payment of dividends and
as to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, on a parity with the Series B
Preferred (the "Parity Stock") for any period unless all accrued but unpaid
dividends (and interest on dividends in arrears at the rate specified herein)
have been, or contemporaneously are, paid or declared and set apart for such
payment for such payment on the Series B Preferred. No full dividends shall be
paid or declared and set apart for payment on the Series B Preferred for any
period unless all accrued but unpaid dividends have been, or contemporaneously
are, paid or declared and set apart for payment on the Parity Stock for all
dividend periods terminating on or prior to the date of payment of such full
dividends. When dividends are not paid in full upon the Series B Preferred and
the Parity Stock, all dividends paid or declared and set apart for payment upon
shares of Series B Preferred (and interest on dividends in arrears at the rate
specified herein) and the Parity Stock shall be paid or declared and set apart
for payment pro rata, so that the amount of dividends paid or declared and set
apart for payment per share on the Series B Preferred and the Parity Stock shall
in all cases bear to each other the same ratio that accrued and unpaid dividends
per share on the shares of Series B Preferred and the Parity Stock bear to each
other.

                        b.  If the holders of at least a majority of the
outstanding shares of Series B Preferred elect in the exercise of their sole
discretion to receive shares of Common Stock in payment of dividends on the
Series B Preferred, the Company shall issue and dispatch, or cause to be issued
and dispatched, to each holder of such shares a certificate representing the
number of whole shares of Common Stock arrived at by dividing the per share
Computed Price (as defined below) of such shares of Common Stock into the total
amount of cash dividends such holder would be entitled to receive if the
aggregate dividends on the Series B Preferred held by such holder which are
being paid in shares of Common Stock were being paid in cash. No fractional
shares of Common Stock shall be issued in payment of dividends. In lieu thereof,
the Company may issue a number of shares of Common Stock to each holder which
reflects a rounding to the nearest whole number of shares of Common Stock or may
pay cash. The holders of Series B Preferred may not exercise their right to
issue shares of Common Stock in payment of dividends on Series B Preferred if
the number of shares of Common Stock at the time authorized, unissued and
unreserved for all purposes, or held in the Company's treasury, is insufficient
to pay the portion of such dividends to be paid in shares of Common Stock.

        Shares of Common Stock issued in payment of dividends on Series B
Preferred pursuant to this Section shall be, and for all purposes shall be
deemed to be, validly issued, fully paid and nonassessable shares of Common
Stock of the Company; the issuance and delivery thereof is hereby authorized;
and the dispatch thereof will be, and for all purposes shall be deemed to be,
payment in full of the cumulative dividends to which holders are entitled on the
applicable dividend payment date.

        "Computed Price" of one share of Common Stock on any date means the
average of the closing prices of the Common Stock on the five trading days
ending one trading day prior to the applicable Record Date, provided however,
that if the Common Stock is not publicly traded at the time of determination of
any Computed Price, then the Computed Price shall mean the price


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<PAGE>


as computed in accordance with Section D(3)(e)(i)(C) hereof or Section
D(3)(e)(ii), if applicable.

                         c. So long as any shares of Series B Preferred shall be
outstanding, no dividend, whether in cash or property, shall be paid or
declared, nor shall any distribution be made, on any Junior Stock, nor shall any
shares of any Junior Stock of the company be purchased, redeemed, or otherwise
acquired for value by the Company (except for acquisitions of Common Stock by
the Company pursuant to agreements which permit the Company to repurchase such
shares upon termination of services to the Company or in exercise the Company's
right of first refusal upon a proposed transfer) until all dividends (set forth
in Section 1(a) and 1(b) above) on the Series B Preferred shall have been paid
or declared and set apart. In the event dividends are paid on any share of
Common Stock, an additional dividend shall be paid with respect to all
outstanding shares of Series B Preferred in an amount equal per share (on an
as-if converted to Common Stock basis) to the amount paid or set aside for each
share of Common Stock. The provisions of this Section 1(c) shall not, however,
apply to (i) a dividend payable in Common Stock, (ii) the acquisition of shares
of any Junior Stock in exchange for shares of any other Junior Stock, or (iii)
any repurchase of any outstanding securities of the Company that is unanimously
approved by the Company's Board of Directors.

                   2. Voting Rights.

                         a. General Rights. Except as otherwise provided herein
or as required by law, the Series B Preferred shall be voted equally with the
shares of the Common Stock of the Company and not as a separate class, at any
annual or special meeting of stockholders of the Company, in either case upon
the following basis: each holder of shares of Series B Preferred shall be
entitled to such number of votes as shall be equal to the whole number of shares
of Common Stock into which such holder's aggregate number of shares of Series B
Preferred are convertible (pursuant to Section 4 hereof) immediately after the
close of business on the record date fixed for such meeting or the effective
date of any action by written consent.

                         b. Separate Vote of Series B Preferred. For so long as
at least 1,511,612 (as adjusted for stock splits, combinations and similar
events) shares of Series B Preferred remain outstanding, in addition to any
other vote or consent required herein or by law, the vote or written consent of
the holders of at least a majority of the outstanding Series B Preferred shall
be necessary for effecting or validating the following actions:

                              (i) Any amendment, alteration, or repeal of any
provision of the Certificate of Incorporation or the Bylaws of the Company
(including any filing of a Certificate of Designation), that alters or changes
the voting powers, preferences, or other special rights or privileges, or
restrictions of the Series B Preferred;

                              (ii) Any increase or decrease (other than by
redemption or conversion) in the authorized number of shares of Common Stock or
Preferred Stock;

                              (iii) Any authorization or any designation,
whether by reclassification or otherwise, of any new class or series of stock or
any other securities


                                       4
<PAGE>

convertible into equity securities of the Company ranking on a parity with or
senior to the Series B Preferred in right of redemption, liquidation preference,
voting or dividends or any increase in the authorized or designated number of
any such new class or series;

                              (iv) Any redemption, repurchase, payment of
dividends or other distributions with respect to Junior Stock (except for
acquisitions of Common Stock by the Company pursuant to agreements which permit
the Company to repurchase such shares upon termination of services to the
Company or in exercise of the Company's right of first refusal upon a proposed
transfer);

                              (v) Any agreement by the Company or its
stockholders regarding an Asset Transfer or Acquisition (each as defined in
Section 3(c));

                              (vi) Any action that results in the payment or
declaration of a dividend on any shares of Common Stock or Preferred Stock
(other than pursuant to Section D(l) above);

                              (vii) Any voluntary dissolution or liquidation of
the Company; or

                              (viii) Any increase or decrease in the authorized
number of members of the Company's Board of Directors.

                   3. Liquidation Rights.

                         a. Upon any liquidation, dissolution, or winding up of
the Company, whether voluntary or involuntary, before any distribution or
payment shall be made to the holders of any Junior Stock, the holders of Series
B Preferred shall be entitled to be paid out of the assets of the Company an
amount per share of Series B Preferred equal to $l.984635613 (the "Original
Issue Price") plus all declared and unpaid dividends on the Series B Preferred
Stock (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like with respect to such shares) for each share of
Series B Preferred held by them.

                         b. After the payment of the full liquidation preference
of the Series B Preferred as set forth in Section 3(a) above, the remaining
assets of the Company legally available for distribution, if any, shall be
distributed ratably to the holders of the Common Stock.

                         c. The following events shall be considered a
liquidation under this Section:

                              (i) any consolidation or merger of the Company
with or into any other company or other entity or person or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such consolidation, merger or reorganization (or affiliates of such
stockholders) own less than 50% of the Company's voting power immediately after
such consolidation, merger or reorganization, or any transaction or series of
related transactions to which the Company is a party in which in excess of fifty
percent (50%) of the Company's voting power is transferred to parties other than
affiliates of the


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<PAGE>

stockholders of the Company owning in excess of fifty percent (50%) of the
Company's voting power immediately prior to such transaction or series of
transactions (an "Acquisition"); or

                              (ii) a sale, lease or other disposition of all or
substantially all of the assets of the Company to parties other than affiliates
of stockholders of the Company owning in excess of fifty percent (50%) of the
Company's voting power immediately prior to such transaction or series of
related transactions (an "Asset Transfer").

                         d. If upon any liquidation, distribution or winding up
of the Company, the assets of the Company shall be insufficient to permit the
payment to all holders of the Series B Preferred and any Parity Stock of their
full preferential amounts described in this Section 3(a) or elsewhere in the
Company's Certificate of Incorporation, then all of the available assets shall
be distributed among the holders of the then outstanding Series B Preferred and
Parity Stock ratably in proportion to the full amounts to which they would
otherwise be respectively entitled.

                         e. In any of such events, if the consideration received
by this Company is other than cash, its value will be deemed its fair market
value as determined in good faith by the Board of Directors. Any securities
shall be valued as follows:

                                   (i) For securities not subject to investment
letter or other similar restrictions on free marketability covered by (ii)
below:

                                       (A) If traded on a securities exchange or
through the Nasdaq National Market, the value shall be deemed to be the average
of the closing prices of the securities on such quotation system over the thirty
(30) day period ending three (3) days prior to the closing;

                                       (B) If actively traded over-the-counter,
the value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the thirty (30) day period ending three (3) days
prior to the closing; and

                                       (C) If there is no active public market,
the value shall be the fair market value thereof, as mutually determined by the
Board of Directors (excluding any directors elected to the Board by separate
vote of the Series A Preferred) and the holders of at least a majority of the
voting power of all then outstanding shares of Series A Preferred and Series B
Preferred.

                                  (ii) The method of valuation of securities
subject to investment letter or other restrictions on free marketability (other
than restrictions arising solely by virtue of a shareholder's status as an
affiliate or former affiliate) shall be to make an appropriate discount from the
market value determined as above in (i) (A), (B) or (C) to reflect the
approximate fair market value thereof, as mutually determined by the Board of
Directors (excluding any directors elected to the Board by separate vote of the
Series A Preferred) and the holders of at least a majority of the voting power
of all then outstanding shares of Series A Preferred and Series B Preferred.


                                       6
<PAGE>

                         4. Conversion Rights.

                         The holders of the Series B Preferred shall have the
following rights with respect to the conversion of the Series B Preferred into
shares of Common Stock (the "Conversion Rights"):

                              a. Optional Conversion. Subject to and in
compliance with the provisions of this Section 4(a), any shares of Series B
Preferred may, at the option of the holder, be converted at any time into
fully-paid and nonassessable shares of Common Stock. The number of shares of
Common Stock to which a holder of Series B Preferred shall be entitled upon
conversion shall be the product obtained by multiplying the "Series B Preferred
Conversion Rate" then in effect (determined as provided in Section 4(b)) by the
number of shares of Series B Preferred being converted.

                              b. Series B Preferred Conversion Rate. The
conversion rate in effect at any time for conversion of the Series B Preferred
(the "Series B Preferred Conversion Rate") shall be the quotient obtained by
dividing the Original Issue Price of the Series B Preferred by the "Series B
Preferred Conversion Price," calculated as provided in Section 4(c).

                              c. Series B Preferred Conversion Price. The
conversion price for the Series B Preferred shall initially be $0.144350043
(the "Series B Preferred Conversion Price"), such that each share of Series B
Preferred shall initially be convertible into 13.7487705 shares of Common Stock.
Such initial Series B Preferred Conversion Price shall be adjusted from time to
time in accordance with this Section 4. All references to the Series B Preferred
Conversion Price herein shall mean the Series B Preferred Conversion Price as so
adjusted.

                              d. Mechanics of Conversion. Each holder of Series
B Preferred who desires to convert the same into shares of Common Stock pursuant
to this Section 4 shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Company or any transfer agent for the Series B
Preferred, and shall give written notice to the Company at such office that such
holder elects to convert the same. Such notice shall state the number of shares
of Series B Preferred being converted. Thereupon, the Company shall promptly
issue and deliver, or cause to be issued and delivered, to such holder a
certificate or certificates for the number of shares of Common Stock to which
such holder is entitled and shall promptly pay, or cause to be paid, in cash or,
to the extent sufficient funds are not then legally available therefor, in
Common Stock (at the Common Stock's fair market value determined by the Board of
Directors as of the date of such conversion), any declared and unpaid dividends
on the shares of Series B Preferred being converted. Such conversion shall be
deemed to have been made at the close of business on the date of such surrender
of the certificates representing the shares of Series B Preferred to be
converted, and the person entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder of such shares of Common Stock on such date.

                              e. Adjustment for Stock Splits and Combinations.
If the Company shall at any time or from time to time after the date that the
first share of Series B Preferred is issued (the "Original Issue Date") effect a
subdivision of the outstanding Common


                                       7
<PAGE>

Stock without a corresponding subdivision of the Preferred Stock, the Series B
Preferred Conversion Price in effect immediately before that subdivision shall
be proportionately decreased. Conversely, if the Company shall at any time or
from time to time after the Original Issue Date combine the outstanding shares
of Common Stock into a smaller number of shares without a corresponding
combination of the Preferred Stock, the Series B Preferred Conversion Price in
effect immediately before the combination shall be proportionately increased.
Any adjustment under this Section 4(e) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

                              f. Adjustment for Common Stock Dividends and
Distributions. If the Company at any time or from time to time after the
Original Issue Date makes, or fixes a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, in each such event the Series B
Preferred Conversion Price that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Series B Preferred
Conversion Price then in effect by a fraction (i) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which is the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution; provided, however, that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Series B
Preferred Conversion Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Series B Preferred Conversion
Price shall be adjusted pursuant to this Section 4(f) to reflect the amount of
the actual payment of such dividend or distribution.

                              g. Adjustment for Reclassification, Exchange and
Substitution. If at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of the Series B Preferred is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than an
Acquisition or Asset Transfer as defined in Section 3(c) or a subdivision or
combination of shares or stock dividend or a reorganization, merger,
consolidation or sale of assets provided for elsewhere in this Section 4), in
any such event each holder of Series B Preferred shall have the right thereafter
to convert such Series B Preferred into the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change by holders of the maximum number of shares of Common Stock into
which such shares of Series B Preferred could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to
further adjustment as provided herein or with respect to such other securities
or property by the terms thereof

                              h. Reorganizations, Mergers, Consolidations or
Sales of Assets. If at any time or from time to time after the Original Issue
Date, there is a capital reorganization of the Common Stock (other than an
Acquisition or Asset Transfer as defined in Section 3(c) or a recapitalization,
subdivision, combination, reclassification, exchange or


                                       8
<PAGE>

substitution of shares provided for elsewhere in this Section 4), as a part of
such capital reorganization, provision shall be made so that the holders of the
Series B Preferred shall thereafter be entitled to receive upon conversion of
the Series B Preferred the number of shares of stock or other securities or
property of the Company to which a holder of the number of shares of Common
Stock deliverable upon conversion would have been entitled on such capital
reorganization, subject to adjustment in respect of such stock or securities by
the terms thereof In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 4 with respect to the rights of
the holders of Series B Preferred after the capital reorganization to the end
that the provisions of this Section 4 (including adjustment of the Series B
Preferred Conversion Price then in effect and the number of shares issuable upon
conversion of the Series B Preferred) shall be applicable after that event and
be as nearly equivalent as practicable.

                              i. Notices of Record Date. Upon (i) any taking by
the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any Acquisition (as defined in Section
3(c) or other capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger or
consolidation of the Company with or into any other company, or any Asset
Transfer (as defined in Section 3(d), or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, the Company shall mail to
each holder of Series B Preferred at least twenty (20) days prior to the record
date specified therein a notice specifying (A) the date on which any such record
is to be taken for the purpose of such dividend or distribution and a
description of such dividend or distribution, (B) the date on which any such
Acquisition, reorganization, reclassification, transfer, consolidation, merger,
Asset Transfer, dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed as to when the holders
of record of Common Stock (or other securities) shall be entitled to exchange
their shares of Common Stock (or other securities) for securities or other
property deliverable upon such Acquisition, reorganization, reclassification,
transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or
winding up.

                              j. Fractional Shares. No fractional shares of
Common Stock shall be issued upon conversion of Series B Preferred. All shares
of Common Stock (including fractions thereof) issuable upon conversion of more
than one share of Series B Preferred by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share. If, after the aforementioned aggregation, the conversion
would result in the issuance of any fractional share, the Company shall, in lieu
of issuing any fractional share, pay cash equal to the product of such fraction
multiplied by the Common Stock's fair market value (as determined by the Board
of Directors) on the date of conversion.

                              k. Reservation of Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series B Preferred, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred. If at any time the


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<PAGE>

number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series B
Preferred, the Company will promptly such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient such
purpose.

                              1. Notices. Any notice required by the provisions
of this Section 4 shall be in writing and shall be deemed effectively given: (i)
upon personal delivery to the party be notified, (ii) when sent by confirmed
telex or facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (iii) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All notices
shall be addressed to each holder of record at the address of such holder
appearing on the books of the Company or the Company's transfer agent.

                              m. Payment of Taxes. The Company will pay all
taxes (other than taxes based upon income) and other governmental charges that
may be imposed with respect to the issue or delivery of shares of Common Stock
upon conversion of shares of Series B Preferred, excluding any tax or other
charge imposed in connection with any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Series B Preferred so converted were registered.

                              n. No Dilution or Impairment. Without the consent
of the holders of then outstanding Series B Preferred as required under Section
2(b), the Company shall not amend its Restated Certificate of Incorporation or
participate in any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or take any other voluntary action, for
the purpose of avoiding or seeking to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but shall at
all times in good faith assist in carrying out all such action as may be
reasonably necessary or appropriate in order to protect the conversion rights of
the holders of the Series B Preferred against dilution or other impairment.

                   5. No Reissuance Of Series B Preferred.

                   No share or shares of Series B Preferred acquired by the
Company by reason of redemption, purchase, conversion or otherwise shall be
reissued.


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<PAGE>

     IN WITNESS WHEREOF, Integrated Packaging Assembly Corporation has caused
this certificate to be signed by the President and the Secretary in San Jose,
California this 21st day of December, 2000.


                                               INTEGRATED PACKAGING ASSEMBLY
                                               CORPORATION



                                               By: /S/ EDMOND TSENG
                                                   -----------------------------
                                                   Edmond Tseng, President

ATTEST:

By:   J. ROBERT SUFFOLETFIA
      --------------------------------
      J. Robert Suffoletta, Secretary

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