AMENDMENT to the AGREEMENT FOR WAFER PRODUCTION AND TESTING between Advanced Power Technology 405 S.W. Columbia Street, Bend, Oregon, USA and Infineon Technologies Austria AG

WHEREAS , both Agreements were amended January 1, 2002

•     revised wafer/die pricing for wafer/die shipments to APT during C alendar Y ear (CY) 2002. (January 1, 2002 thru December 31, 2002)

•     a minimum wspw volume guarantee by APT.

•     an additional price reduction opportunity for APT in the form of a rebate if the total number of wafers started in CY2002 meets or exceeds a predetermined quantity.

WHEREAS , the previous agreements were amended on January 6, 2003 to

•     extend the scope of the Agreements to include APT’s MosVII IGBT technology and deliver wafers processed to a mutually agreed upon process flow to APT based on these processes accordingly

•     agree that during the transfer period of the MosVII IGBT process a cost of [ * ] will be shared [ * ] between APT and Infineon, billed to APT on a monthly basis.

WHEREAS , the previous agreements and amendments are assigned from Infineon Technologies AG, Munich, Germany, to Infineon Technologies Austria AG (hereinafter “Infineon Austria”)

NOW , THEREAFTER , based on mutual promises contained herein and intending to be legally bound, the parties agree to the following terms and conditions:

1.    Die prices for MosV technology will increase by [ * ] effective June 1, 2004 as reflected in Exhibit A.

2.    Wafer prices for Mos6&7, Mosfet & IGBT technology will increase by [ * ] effective June 1, 2004 as reflected in Exhibit A.

3.    The Minimum Volume Commitment of APT stays at [ * ] wspw and start rules guided by the first week starts being fixed, the next 7 weeks allowed delta being [ * ], the following 5 weeks allowed delta being [ * ], and no limits to the % delta after that, apply.

4.    Infineon Austria will use commercially reasonable efforts to support APT’s requirements in the event that a weekly capacity of more than [ * ] wspw is required within the rules of forecast changes defined in paragraph 3 above.

5.    Notwithstanding paragraph 3 above, Infineon commits as a minimum the following capacity to APT.

a.    April’04 – June’04, “2Q04”, [ * ]  wspw.

b.    July’04 – September’04, “3Q04”, [ * ] wspw.

c.    October’04 – December’04, “4Q04”, [ * ] wspw

d.    January’05 – March’05, “1Q05”, [ * ] wspw.

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

6.    In case no agreement can be achieved during the next annual negotiation by the end of March 2005 the prices and volumes based on the latest confirmed monthly forecast will continue to apply. Prices then in existence are those in place at the time of that annual negotiation, the volumes confirmed in the latest monthly forecast define the maximum capacity commitment of Infineon to APT for the consecutive 6 months beginning April 1, 2005 and will be [ * ] wspw for following 6 months. During this period APT agrees to start a minimum of [ * ] WSPW including wafers started on a “risk basis” as defined in prior agreements.

MISCELLANEOUS

7.    Infineon Austria hereby expressly gives its consent to have this agreement filed with the US SEC with the understanding that confidential information such as that related to pricing, volume, and other special arrangements be omitted.

8.    Except as otherwise explicitly amended in paragraphs 1 to 6 above, the terms and conditions of the Basic Agreement and its prior Amendments shall remain in full force and effect.

ADVANCED POWER TECHNOLOGY       INFINEON TECHNOLOGIES Austria AG

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

Exhibit A

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT to the

AGREEMENT FOR WAFER PRODUCTION AND TESTING

between

Advanced Power Technology

and

Infineon Technologies AG

This Amendment is effective as of the 1 ^st day of January, 2003.

WHEREAS,   Advanced Power Technology (hereinafter “APT”) and Siemens Aktiengesellschaft (hereinafter “Siemens”) entered into the Agreement for Wafer Production and Testing on February 11, 1998 (hereinafter “Basic Agreement”);

WHEREAS , the Basic Agreement was amended in the Amendment to the Agreement for Wafer Production and Testing (hereinafter “Amendment”) between APT and Infineon Technologies AG (hereinafter “Infineon”), the latter being the legal successor of Siemens, on July 19, 2000 (both Agreements to be referred hereafter as “Agreements”); The primary purpose of the amendment being to

•     agree to a more formal set of communications for all matters relative to these agreements.

•     fix capacity by month committed to APT in terms of W afer S tarts P er W eek (wspw) thru September 2001.

•     fix wafer/die pricing through September 2001 on a [ * ] wspw basis and establish annual negotiations thereafter.

•     express Infineon’s consent to have the amendment filed with the US SEC.

WHEREAS , both Agreements were amended February 5, 2001 by an Extension Agreement (also to be referred to hereafter as “Agreements”); The primary purpose of this amendment being to

•     extend the scope of the Agreement to include APT’s MOSVI and MOSVII technologies and deliver wafers to APT based on these processes accordingly;

WHEREAS , both Agreements were amended January 1, 2002

•     revised wafer/die pricing for wafer/die shipments to APT during C alendar Y ear (CY) 2002. (January 1, 2002 thru December 31, 2002)

•     a minimum wspw volume guarantee by APT.

•     an additional price reduction opportunity for APT in the form of a rebate if the total number of wafers started in CY2002 meets or exceeds a predetermined quantity.

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

WHEREAS , both companies desire to extend the scope of the Agreements to include APT’s MosVII IGBT technology and deliver wafers processed to a mutually agreed upon process flow to APT based on these processes accordingly.

NOW , THEREAFTER , based on mutual promises contained herein and intending to be legally bound, the parties agree to the following terms and conditions:

1.    The MosVII IGBT wafer pricing is set forth in the following table.

2.    APT agrees that during the transfer period of the MosVII IGBT process a cost of [ * ] will be shared [ * ] between APT and Infineon, billed to APT on a monthly basis.

3.    Infineon hereby expressly gives its consent to have this agreement filed with the US SEC w