CONEXANT MANAGEMENT AGREEMENT

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Exhibit 10.20

CONEXANT MANAGEMENT AGREEMENT

        This Conexant Management Agreement (the " Agreement ") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the " Company ") and Conexant Systems, Inc., a Delaware corporation (" Conexant ").

RECITALS

         WHEREAS , Conexant, by and through its officers, employees, agents, representatives and affiliates, has expertise in the areas of corporate management, finance, product strategy, and other matters relating to the business of the Company; and

         WHEREAS , the Company desires to avail itself of the expertise of Conexant in the aforesaid areas, in which they acknowledge the expertise of Conexant.

AGREEMENT

         NOW, THEREFORE , in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

        1.      Appointment .    The Company hereby appoints Conexant to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement.

        2.      Services .

                Conexant hereby agrees that during the term of this Agreement it shall render to the Company, by and through Conexant's officers, employees, agents, representatives and affiliates as Conexant, in its sole discretion, shall designate from time to time, certain advisory, consulting and other services related to the day-to-day operations of the Company, strategic planning, domestic and international marketing and financial oversight and including, without limitation, consulting with the Company in connection with the Company's selection, retention and supervision of independent auditors, outside legal counsel, and investment bankers or other financial advisors or consultants to the Company (collectively, the " Oversight Services ").

        3.      Fees .

        (a)  In consideration for its performance of the Oversight Services contemplated by Section 2 hereof, the Company and its successors agree to pay to Conexant an aggregate fee (the "Fee") initially equal to Two Hundred Thousand Dollars ($200,000) (the "Initial Fee") for the period commencing on the date hereof and continuing through December 31, 2002, and thereafter equal to Three Hundred Thousand Dollars ($300,000) per annum for the period commencing January 1, 2003 and continuing until such time as this Agreement is terminated in accordance with Section 6 or by the mutual written consent of the parties hereto. All amounts due hereunder shall be payable in cash in quarterly installments paid in advance of the calendar quarter to which they relate; provided however, that the first 25% of the Initial Fee shall be paid upon the execution of this Agreement. All payments made hereunder shall be nonrefundable.

        4.      Reimbursements .    In addition to the compensation payable to Conexant pursuant to Section 3, the Company shall, at the direction of Conexant, either (i) reimburse Conexant for its Out-of-Pocket Expenses, or (ii) pay third parties directly for any Out-of-Pocket Expenses to be incurred by Conexant. For the purposes of this Agreement, the term " Out-of-Pocket Expenses " shall mean the amounts actually paid by Conexant in cash in connection with its performance of the Oversight Services, including, without limitation, fees and disbursements for transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinary operations. All

reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by Conexant to the Company of the statement in connection therewith.

        5.      Indemnification .    The Company will indemnify and hold harmless Conexant and its officers, employees, agents, representatives and affiliates (each being an " Indemnified Party ") from and against any and all losses, costs, expenses, claims, damages and liabilities, (the " Liabilities "), to which such Indemnified Party may become subject under any applicable federal or state law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Oversight Services contemplated by this Agreement or the engagement of Conexant pursuant to, and the performance by Conexant of the Oversight Services contemplated by this Agreement. The Company will reimburse any Indemnified Party for all costs and expenses (including attorneys' fees and expenses) as they are incurred in connec