FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

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Exhibit 10.2

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

        This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the " Amendment " ) is dated as of March 12, 2002 (the " Amendment Date " ), and is entered into by and among Specialtysemi, Inc., a Delaware corporation ( " Company " ), Conexant Systems, Inc., a Delaware corporation ( " Conexant " ), and Carlyle Capital Investors, L.L.C., a Delaware limited liability company ( " Carlyle " ).

RECITALS

         WHEREAS, Company, Conexant and Carlyle are parties to that certain Contribution Agreement dated as of February 23, 2002 (the " Contribution Agreement " ); and

         WHEREAS, Company, Conexant and Carlyle wish to amend the Contribution Agreement.

AGREEMENTS

         NOW THEREFORE , in consideration of the promises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

        1.     Defined Terms.     Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Contribution Agreement.

        2.     Amendment to Section 3.     Section 3 of the Contribution Agreement is hereby amended by adding the following language as Section 3.3:

Carlyle will, prior to the Closing, assign its right to make the contributions set forth in Section 1.2 (the "Carlyle Contributions") and to receive shares of Class A Common Stock of the Company in consideration for such contributions pursuant to Section 1.3(b) to Carlyle Partners III, L.P., CP III Coinvestment, L.P. and Carlyle High Yield Partners, L.P. (collectively, the "Carlyle Assignees"). The amount of the Carlyle Contributions to be made by such Carlyle Assignees, after giving effect to such assignment, shall be as follows: