SALES AND RECEIVABLES SALE AGREEMENT

WHEREAS, Manufacturer is engaged in the manufacture and sale of semiconductor products (“Products”); and

WHEREAS, SalesCo and Manufacturer are parties to that certain Undisclosed Commission Agency Agreement dated January 1, 2004 (the “Existing Agreement”); and

WHEREAS, pursuant to the Existing Agreement and the parties’ business practices and course of conduct, (i) SalesCo acts as Manufacturer’s exclusive sales representative in the Territory (as defined herein) and (ii) Manufacturer sells to SalesCo all Receivables generated by the sale of Manufacturer’s Products; and

WHEREAS, the parties wish to enter into this Agreement to replace the Existing Agreement for purposes of more clearly documenting the parties’ intentions, business practice and course of conduct;

a.     all of Manufacturer’s interest in the goods (including returned goods), if any, relating to the sale which gave rise to such Receivable;

b.     all other Liens, and Manufacturer’s interest in the property subject thereto from time to time purporting to secure payment of such Receivable, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; and

c.     all Manufacturer’s interest in all contracts to the extent relating to such Receivable and Manufacturer’s interest in all guarantees, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable;

SECTION 2.1.  Appointment.     Manufacturer hereby appoints SalesCo as its exclusive sales representative for the sale of Products in the Territory.

SECTION 2.2.  Acceptance.     SalesCo hereby accepts the appointment to be the exclusive sales representative of Manufacturer in the Territory.

SECTION 2.3.  Nature of Relationship.     The relationship established between Manufacturer and SalesCo by this Agreement is that of manufacturer and representative.  SalesCo is an independent contractor under this Agreement and shall not have the right to assume or create any obligation of any kind, either express or implied, on behalf of Manufacturer, except as expressly provided for in this Agreement.  Nothing in this Agreement shall be deemed to establish or otherwise create a relationship of principal and agent, employer and employee, or otherwise between Manufacturer and SalesCo.

SECTION 2.4.  Withholding Taxes and Related Matters.     Any withholding or related tax or other obligations relating to the payments due under the terms of this Agreement shall be complied with by SalesCo, shall be reflected in the payment notice, and shall not alter the amount of the obligation of SalesCo under this Agreement.

SECTION 3.1.  SalesCo.     SalesCo shall at all times during the term of this Agreement:

a.     Actively and diligently promote the sale of the Products by, among other things, solicitation of inquiries and calls on customers and prospective customers to obtain inquiries and by rendering such services as may be required to present and sell Products;

b.     Provide service for existing and potential customer accounts within the Territory on a regular basis consistent with good business practice; In these efforts SalesCo will provide an adequate and trained sales force to promote the sale of Products;

c.     Cooperate with and represent Manufacturer in promotional efforts;

d.     Maintain a sales office or offices that shall be open during normal business hours;

e.     Facilitate communications by and between Manufacturer and customers or prospective customers regarding the Products inquiries, orders, delivery schedules, quality, service, administrative, or other matters; SalesCo shall maintain records and summary reports regarding such communications with customers and prospective customers, and shall provide such items to Manufacturer upon request of Manufacturer;

f.     Furnish to Manufacturer such other reports and information relating to the purpose of this Agreement (which includes but is not limited to sales activities, market prices, products and strategies of competitors, possible new products, future customer needs, market trends, and related matters) that may reasonably be requested from time to time by Manufacturer or that SalesCo shall become aware of during the term of this Agreement;

g.     Perform administrative support functions such as order processing, customer credit review, customer invoicing, and Receivable processing for all sales of Product to customers in the Territory;

h.     Immediately notify Manufacturer in writing of any claim that the Products infringe any trademark, copyright, trade secret, or similar law in order to allow Manufacturer to defend such claim.

SECTION 3.2.  Manufacturer.     Manufacturer shall at all times during the terms of this Agreement:

a.     Provide to SalesCo, without charge:

i.     All sales promotion and technical information materials regarding the Products as Manufacturer deems reasonably necessary;

ii.     Full information with respect to all Products specification changes;

iii.     All Products samples as Manufacturer deems necessary; and

iv.     All Products brochures and printed advertising or technical data as Manufacturer deems necessary and useful.

b.     Assume all market risk relating to the Products (being the risk that Products do not sell in the market of the Territory);

c.     Assume all risks relating to inventory, including risk related to product quality, returns and allowances, order processing errors, mistakes in the communication of product specifications, customer liability, or other and related matters except bad debt risk;

d.     Assume responsibility for all costs and risks related to the manufacture and sale of Product not expressly assumed by SalesCo under this Agreement, including but not limited to manufacturing costs, freight, import or other tariffs, and broker fees and other handling charges.  Manufacturer may engage Affiliates to assist in the importation of Products into the Territory.

SECTION 4.1.  Orders.     SalesCo shall solicit orders from customers in the Territory pursuant to such procedures as Manufacturer shall periodically specify.

SECTION 4.2.   Representations.     SalesCo agrees to make only such representations as to quality, capacity, performance, and related matters with respect to the Products as shall periodically be specified by Manufacturer, and shall make all such representations on behalf of Manufacturer and solely in its capacity as Manufacturer’s exclusive sales representative in the Territory.

SECTION 4.3.  Manufacturer Advice.     Manufacturer shall advise SalesCo of all shipments of the Products no later than the day of shipment, giving the customer name, description, quantity, purchase order number, and other pertinent information.

SECTION 4.4.  Commission.     In consideration of the performance of SalesCo’s obligations under this Agreement as Manufacturer’s exclusive sales representative in the Territory, Manufacturer shall pay SalesCo as compensation a commission upon all sales of any of the Products within the Territory at a rate as agreed upon periodically and determined at arm’s length.  The calculation will be based upon sales net of all actual credits and allowances.

SECTION 4.5.  Currency.     All transactions between Manufacturer and SalesCo shall be denominated in U.S. Dollars.

SECTION 4.6.  Confidentiality.     Know how, financial, technical, business and other information obtained by SalesCo from Manufacturer hereunder shall be kept strictly confidential and shall not be used by SalesCo otherwise than for and in connection with the sales of the Products.  SalesCo shall cause suitable undertakings of secrecy to be given by its present personnel as well as by its future employees both for the period of their employment and for the time thereafter.

SECTION 5.1.  Purchase and Sale of Receivables.

a.     SalesCo hereby acquires and purchases from Manufacturer, and Manufacturer hereby sells, assigns, transfers and conveys to SalesCo, without recourse (except to the limited extent provided herein), all of Manufacturer’s right, title and interest in, to and under (i) all Receivables now existing or hereafter arising from time to time, (ii) all payment and enforcement rights (but none of the obligations) with respect to such Receivables, (iii) all Related Property in respect of such Receivables and (iv) all Collections with respect to the foregoing clauses (i), (ii) and (iii) (the payment and enforcement rights, Related Property and Collections referred to in clauses (ii), (iii) and (iv) above are hereinafter collectively referred to as the “Receivables Property”).

b.     On the date of creation of each newly created Receivable, all of Manufacturer’s right, title and interest in, to and under all such newly created Receivable and all Receivables Property in respect of such Receivable shall be immediately and automatically sold, assigned, transferred and conveyed to SalesCo pursuant to Section 5.1(a) above without any further action by Manufacturer or any other Person.

c.     The parties to this Agreement intend that the transactions contemplated by Sections 5.1(a) and (b) shall be, and shall be treated as, purchases by SalesCo and sales by Manufacturer of the Purchased Receivables and not a lending transaction.  All sales of Receivables and Receivables Property by Manufacturer hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by Manufacturer, except as otherwise specifically provided herein.  The foregoing sale, assignment, transfer and conveyance does not constitute and is not

intended to result in a creation or assumption by SalesCo of any obligation of Manufacturer or any other Person in connection with the Receivables, the Receivables Property or any agreement or instrument relating thereto, including any obligation to any Obligor.  If this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of Manufacturer in, to and under the Purchased Receivables despite the intent of the parties hereto, Manufacturer hereby grants to SalesCo a “security interest” (as defined in the Uniform Commercial Code as in effect in the State of New York) in the Purchased Receivables and all proceeds thereof and the parties agree that this Agreement shall constitute a security agreement under the Uniform Commercial Code in effect in New York.

d.     In connection with the foregoing conveyances, Manufacturer acknowledges that SalesCo may record and file financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables and Receivables Property now existing and hereafter acquired by SalesCo from Manufacturer meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect SalesCo’s ownership or security interest in the Purchased Receivables.

e.     In connection with the foregoing conveyances, Manufacturer agrees at its own expense, as agent of SalesCo, (i) to indicate on its files, books and records that the Purchased Receivables have been sold to SalesCo in accordance with this Agreement and (ii) to deliver to SalesCo or a party designated by SalesCo all licenses, rights, computer programs, related material, computer tapes, disks, cassettes and data necessary to the immediate collection of the Purchased Receivables by SalesCo.

SECTION 5.2.  Purchase Price.   The amount payable by SalesCo to Manufacturer (the “Purchase Price”) for Purchased Receivables on any Payment Date under this Agreement shall be equal to the product of (a) the aggregate outstanding Principal Amount of such Purchased Receivables times (b) the then-applicable Discount Rate.  The Purchase Price for any Purchased Receivables shall be paid by SalesCo to Manufacturer not more than 30 days from the date such Purchased Receivables are generated by Manufacturer and acquired by SalesCo.  Amounts not paid when due in accordance with the terms of this Agreement shall bear interest at a rate equal at all times to the Prime Rate plus 4%, payable on demand.

SECTION 5.3.  No Repurchase.   Except to the extent expressly set forth herein, Manufacturer shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from SalesCo any Purchased Receivable or to rescind or otherwise retroactively affect any purchase of any Purchased Receivable after the date such Purchased Receivable is transferred pursuant to Section 5.1(a).

SECTION 5.4.  Limited Repurchase Obligation. In the event that any representation or warranty contained in Section 7.2 in respect of any Purchased Receivable is not true and correct in any material respect on the applicable date of transfer pursuant to

Section 5.1(a) and such breach has a material adverse effect on SalesCo’s interest in such Purchased Receivable, then Manufacturer agrees to pay to SalesCo in cash an amount equal to the Purchase Price of such Receivable less Collections received by Sales