MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT

 Exhibit 10.78

                     MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT

THIS AGREEMENT,  having an EFFECTIVE DATE as defined herein,  is entered into by
and between Motorola, Inc., a Delaware corporation, and its SUBSIDIARIES, having
an  office  at  5005  East  McDowell  Road,   Phoenix,   Arizona  85008,  U.S.A.
(hereinafter   called   "MOTOROLA"),   and  Microsemi  USPD,  Inc.,  a  Delaware
Corporation,  having an office at 580 Pleasant Street, Watertown,  Massachusetts
02172 (hereinafter called "MICROSEMI").

WHEREAS  MICROSEMI  has designed  and is  manufacturing  a package  known as the
POWERMITE(R)  Package,  and is in  rightful  possession  of certain  proprietary
rights in the valuable technology related thereto; and

WHEREAS MOTOROLA is particularly  qualified and otherwise particularly suited to
become an  alternate  source of the  POWERMITE(R)  Package and desires to obtain
licenses  and other  rights from  MICROSEMI  with  regard to the  aforementioned
proprietary rights in order to become an alternate source for such package; and

WHEREAS  MICROSEMI  recognizes  the  particular  qualification  of MOTOROLA  and
desires that MOTOROLA become an alternate source for such package.

NOW, THEREFORE, MICROSEMI and MOTOROLA agree as follows:

Section 1 - Definitions

Terms in this Agreement, other than names of the parties hereto, which appear in
capital letters, shall have the following meanings:

1.1 COST LESS  CHIP OR CLC shall  mean the costs  incurred  by  MOTOROLA  in the
manufacture of LICENSED  PRODUCT using  MOTOROLA's  actual cost in effect on the
date calculated.

1.2      EFFECTIVE DATE shall mean the date of last signature of this Agreement.

1.3  IMPROVEMENT(S)  shall mean any  enhancements to LICENSED PRODUCT or related
derivatives,   including,   but  not  limited  to,   design  and   manufacturing
improvements  made by either  party to the LICENSED  PRODUCT  during the term of
this Agreement.

1.4  LICENSED  PRODUCT  shall mean  MICROSEMI's  POWERMITE(R)  package  which is
further described in Appendix B, POWERMITE(R) Package  Specifications,  attached
hereto and made a part hereof.

1.5 LICENSED TRADEMARK shall mean any trademark owned or controlled by MICROSEMI
that is used in the merchandising of LICENSED PRODUCT by MICROSEMI, specifically
including the trademark POWERMITE(R).

1.6  MEETING  DAY shall  mean a full  eight hour  working  day during  which the
employees of one party may visit the other  party's  facility and which visit is
coordinated through the Documentation Managers for each party.

1.7  MICROSEMI  PATENTS  shall  mean all  classes or types of  patents,  utility
models,  and  design  patents of all  countries  of the  world,  arising  out of
inventions  made by employees of MICROSEMI,  the  applications  for which have a
first  effective  filing date in any country  prior to the date of expiration or
termination of this Agreement, or which patents may, prior to or during the term
of this Agreement, be acquired by MICROSEMI,  and under which, and to the extent
to which, and subject to the conditions under which,  MICROSEMI or any successor
may  have,  as of the  effective  date  of  this  Agreement,  or at the  date of
acquisition  with respect to patents  acquired by or after the effective date of
this Agreement,  the right to grant licenses of the scope granted herein without
the payment of royalties or other  consideration  to third  persons,  except for
payments to third persons for inventions  made by said persons while employed by
MICROSEMI, and which patents are essential to

the reasonable practice or exercise of any rights granted hereunder,
including, but not limited to, U.S. Letters Patent Number 5225897.

1.8 MICROSEMI TECHNICAL INFORMATION shall mean the items of Appendix A, attached
hereto and made a part hereof,  or items to be subsequently  added to Appendix A
and which  items have been  transferred  to  MOTOROLA  by  MICROSEMI  hereunder;
information transferred from MICROSEMI to MOTOROLA as a consequence of rendering
Technical  Assistance,  including,  but not limited to,  MICROSEMI  UPDATE(S) or
MICROSEMI IMPROVEMENT(S).

1.9 MOTOROLA PATENTS shall mean all classes or types of patents,  utility models
and design  patents of all  countries of the world which arise out of inventions
made  by  employees  of  MOTOROLA's   Semiconductor  Products  Sector  prior  to
termination of this AGREEMENT,  and 1) which cover inventions used in, or in the
making of,  LICENSED  PRODUCT  when such  coverage  only  exists  because of the
inclusion of MOTOROLA TECHNICAL INFORMATION,  or 2) which cover products sold by
MICROSEMI,  including their  manufacture and use, when such coverage only exists
because of the inclusion of MOTOROLA  TECHNICAL  INFORMATION  in such  MICROSEMI
product.

1.10 MOTOROLA  TECHNICAL  INFORMATION  shall mean  information  transferred from
MOTOROLA to MICROSEMI  as a  consequence  of  rendering  or receiving  Technical
Assistance  with  respect to LICENSED  PRODUCT,  including,  but not limited to,
MOTOROLA UPDATE(S) or MOTOROLA IMPROVEMENT(S).

1.11 SUBSIDIARIES shall mean any Corporations,  Companies or other entities more
than fifty percent (50%) of whose  outstanding  shares of stock entitled to vote
for the  election of  Directors  (other  than any shares of stock  whose  voting
rights are  subject to  restriction)  are owned or  controlled  by either  party
hereto,  directly  or  indirectly,  now or  hereafter,  during  the term of this
Agreement.

1.12     TECHNICAL INFORMATION shall mean MICROSEMI TECHNICAL INFORMATION or
MOTOROLA TECHNICAL INFORMATION.

1.13  UPDATES  shall  mean  information  regarding  modifications  to an item of
TECHNICAL  INFORMATION for LICENSED  PRODUCT which has been made by MICROSEMI or
MOTOROLA to correct an error in such item which is  reflected as an error in the
associated LICENSED PRODUCT or the testing thereof.  The form of the information
shall  be logic  diagrams/schematics,  composite  plots,  and  detailed  written
descriptions or explanations of the UPDATE, sufficient to allow the recipient to
implement such UPDATE.

Section 2  - Licenses

2.1      [Confidential Information Omitted]

2.2      [Confidential Information Omitted]

2.3      [Confidential Information Omitted]

2.4      [Confidential Information Omitted]

2.5 MICROSEMI grants and agrees to grant to MOTOROLA a worldwide exclusive right
and  license  under  LICENSED   TRADEMARK  to  use  LICENSED  TRADEMARK  in  the
merchandising of LICENSED PRODUCT.

2.6 The exclusive  rights and licenses  granted  herein by MICROSEMI to MOTOROLA
are exclusive only as to third parties.

2.7 As provided  herein,  each party has the right to have LICENSED PRODUCT made
by a third party  subcontractor,  provided all of the following  conditions  are
met:

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A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

2.7.1    That such subcontractor  manufactures the LICENSED PRODUCT  exclusively
         for MOTOROLA or MICROSEMI, as the case may be, without having any right
         to sell, use, lease, or otherwise  dispose of such LICENSED  PRODUCT to
         any third party for such subcontractors account; and

2.7.2    That such  subcontractor has not been given any access to any TECHNICAL
         INFORMATION  of MOTOROLA or MICROSEMI as the case may be, except to the
         extent necessary to perform the manufacturing of LICENSED PRODUCT,  and
         that such subcontractor has substantially  agreed to the obligations of
         confidentiality with respect to such TECHNICAL INFORMATION as set forth
         in this Agreement.

2.7.3    That such  subcontractor has agreed with MOTOROLA or MICROSEMI,  as the
         case may be, to manufacture  such LICENSED  PRODUCT in accordance  with
         the  standards  of quality,  performance  and  workmanship  established
         respectively by MOTOROLA or MICROSEMI.

2.8 Notwithstanding  anything to the contrary herein stated, neither party shall
be  obligated  nor  required  to  disclose  to the  other  party  any  TECHNICAL
INFORMATION  which such party may have  acquired from a third party with respect
to which such party is obligated by contract not to disclose to others.

Section 3 - Transfer of TECHNICAL INFORMATION

3.1 MICROSEMI  shall commence the transfer of TECHNICAL  INFORMATION to MOTOROLA
within thirty (30) days after the EFFECTIVE  DATE of this  Agreement,  and shall
use its best efforts to complete such transfer within sixty (60) days after such
EFFECTIVE  DATE.  The  transfer  of each  such  TECHNICAL  INFORMATION  shall be
complete when all items of Appendix A have been received by MOTOROLA, except for
UPDATES, IMPROVEMENTS, and those items conditioned by availability which will be
transferred if and when available.  Any MICROSEMI TECHNICAL INFORMATION added to
Appendix  A by  MICROSEMI  after the  EFFECTIVE  DATE  shall be  transferred  to
MOTOROLA in tangible  format within sixty (60) days after MICROSEMI has added it
to Appendix A.

3.2 On a continuing  basis during the term of this  Agreement,  each party shall
furnish  UPDATES to the other  party  within  thirty (30) days after their first
successful implementation.

3.3  Notwithstanding  the foregoing  Section 3.2, in the event that,  during the
term of this Agreement,  either party discovers any defect in a LICENSED PRODUCT
such that the LICENSED PRODUCT does not meet the data sheet specification,  such
party shall  routinely  inform the other party of such defect within thirty (30)
days.

3.4 On a continuing  basis during the term of this  Agreement,  each party shall
furnish  IMPROVEMENT(s)  to the other party  within  sixty (60) days after their
first successful implementation.

3.5 During the term of this Agreement, each party agrees to produce the LICENSED
PRODUCT in compliance with mutually agreed upon external package  specifications
as to "form"  and  "fit."  Each  party  agrees  not to modify  the  agreed  upon
specifications in any way that could adversely affect the external geometry, and
the  mechanical,   thermal,  and  electrical  performance  and  ratings  of  the
POWERMITE(R)  PACKAGE.  Each  party  agrees  and  understands  that there are no
requirements with respect to the internal specifications as to the "function" of
the LICENSED PRODUCT.

Section 4  - Technical Assistance

4.1  Following  the transfer of  information  pursuant to Section 3.1,  MOTOROLA
shall have the right,  subject to the reasonable approval of MICROSEMI as to the
specific periods of attendance, to send its personnel to MICROSEMI's development
and  manufacturing  facilities  to  receive  technical  assistance  relating  to
MICROSEMI  TECHNICAL  INFORMATION  and the use thereof in the manufacture of the
related LICENSED  PRODUCT.  The number of MOTOROLA  personnel who may be sent to
the facilities of MICROSEMI,  the schedule, and the agenda for such visits shall
be agreed upon in advance and coordinated by the Documentation Managers for each
party.  Written information may be requested with respect to MICROSEMI TECHNICAL
INFORMATION  considered  on such a visit  and  will be  provided  if  reasonably
available.  Each party will pay all of its own expenses  incurred in  connection
with the technical  assistance as provided for in this Paragraph 4.1. Additional
technical assistance may be provided by mutual agreement.

4.2  Following the transfer of UPDATE(S) OR  IMPROVEMENT(S)  pursuant to Section
3.2 or 3.4, the receiving party shall have the right,  subject to the reasonable
approval of the transferring party, as to the specific periods of attendance, to
send its personnel to the  transferring  party's  development and  manufacturing
facilities   to  receive   technical   assistance   relating  to   UPDATE(S)  or
IMPROVEMENT(S)  and the use thereof in the  manufacture of the related  LICENSED
PRODUCT.  The number of personnel of the receiving  party who may be sent to the
facilities of the  transferring  party,  the  schedule,  and the agenda for such
visits  shall be agreed upon in advance  and  coordinated  by the  Documentation
Managers for each party.  Written  information  may be requested with respect to
all UPDATE(S) or IMPROVEMENT(S)  considered on such a visit and will be provided
if reasonably available. Each party will pay all of its own expenses incurred in
connection with the technical  assistance as provided for in this Paragraph 4.2.
Additional technical assistance may be provided by mutual agreement.

4.3  Representatives  and  personnel  of each  party,  during  the time they are
present on the  premises of the other  party,  shall be subject to all rules and
regulations prevailing on such premises. Each party shall be responsible for the
payment of all  compensation and expense of its respective  representatives  and
personnel.  None of the  representatives  or  personnel of either party shall be
considered, for any reason, to be an employee or agent of the other.

4.4 Each party agrees that, if any person  connected  with it, or assigned by it
to work  hereunder,  or such person's  legal  representative,  shall present any
claim  or  institute  any suit or  action  against  the  other  party,  or their
directors,  officers,  agents, or employees, for any property damage or personal
injury,  including  death,  connected  with,  related  to, or arising out of the
performance  of this  Agreement,  the party  associated  with such person  shall
defend and indemnify the other party, and their directors, officers, agents, and
employees, against any and all such claims, Suits, or actions.

Section 5 - Compensation

5.1 In consideration for the licenses and rights granted herein,  MOTOROLA shall
pay MICROSEMI [Confidential Information Omitted].

5.2 In  further  consideration  for the  licenses  and  rights  granted  herein,
MOTOROLA shall pay MICROSEMI the sum of [Confidential Information Omitted].

5.3 In  further  consideration  for the  licenses  and  rights  granted  herein,
MOTOROLA  grants  to  MICROSEMI  the right to  purchase  from  MOTOROLA  certain
POWERMITE(R)  packaging  services  governed by the terms and  conditions  of the
MOTOROLA - MICROSEMI  POWERMITE(R)  SERVICES AGREEMENT which shall include,  but
not be limited to, the following terms:

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A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

         5.3.1   MICROSEMI  will  have  the  right  to  purchase   [Confidential
         Information  Omitted],  unless  the  parties  agree in good  faith to a
         different quantity.

         5.3.2 The price for the  assembly  of such  LICENSED  PRODUCT  shall be
         [Confidential Information Omitted].

         5.3.3 At the end of each calendar quarter of production  MOTOROLA shall
         calculate [Confidential  Information Omitted]. This calculation process
         shall be repeated each quarter during production.

         5.3.4 MICROSEMI  shall provide  MOTOROLA with chips in wafer form to be
         used in the assembly of LICENSED  PRODUCT(s) for MICROSEMI's account as
         provided herein.

Section 6 - Commitments

6.1 Each party agrees to  manufacture  LICENSED  PRODUCT in accordance  with the
standards  of  quality,  performance  and  workmanship  as  established  and  as
practiced by the other party.

6.2 MOTOROLA and  MICROSEMI  agree to  negotiate a separate  services  agreement
consistent  with Section 5 for the  manufacture of LICENSED  PRODUCT by MOTOROLA
for  MICROSEMI.  Notwithstanding  anything to the contrary  stated  herein,  the
parties  agree the devices  assembled by MOTOROLA for  MICROSEMI,  in accordance
with Section 5 of this Agreement,  shall be limited to rectifiers and diodes and
shall expressly exclude transistors and integrated circuits.

6.3 If, at any time after the EFFECTIVE DATE, MOTOROLA elects to discontinue the
manufacture of LICENSED PRODUCT,  MICROSEMI shall have the right to purchase any
special  equipment and tooling used by MOTOROLA in the  manufacture  of LICENSED
PRODUCT.  The parties agree to negotiate in good faith the purchase price of any
such special equipment and tooling.

6.4 If, at any time  after  EFFECTIVE  DATE,  MOTOROLA  elects to  transfer  the
assembly of LICENSED PRODUCT to a third party subcontractor,  MOTOROLA agrees to
exert   reasonable,   good  faith   efforts  to  obtain  the  approval  of  such
subcontractor  to assemble  LICENSED PRODUCT under the terms herein specified or
such  other  terms  as would be  acceptable  to  MICROSEMI.  In the  event  such
subcontractor  does not agree to assemble  LICENSED PRODUCT for MICROSEMI,  then
MICROSEMI  shall have the right to purchase from MOTOROLA  units of equipment or
tooling reasonably  necessary for MICROSEMI to assemble the quantity of LICENSED
PRODUCT  that  MICROSEMI  was buying from  MOTOROLA,  but no more than  MOTOROLA
required to make such quantity of LICENSED PRODUCT, on the date of such transfer
to a third  party.  The parties  agree to  negotiate  in good faith the purchase
price of any such equipment and tooling.

6.5  MOTOROLA  agrees to include a statement on data  sheets,  advertising,  and
similar documents indicating that POWERMITE(R) is a registered trademark of, and
used under, a license from Microsemi Corporation.

Section 7 - Term, Termination and Assignment

7.1  This  Agreement  shall  become  effective  as of the  EFFECTIVE  DATE,  and
[Confidential  Information Omitted];  provided,  however, that after the initial
term of this Agreement,  the Agreement will be  automatically  renewed under the
same terms and  conditions  for  additional  one (1) year terms,  unless a party
hereto  gives  notice  six (6)  months  before  the end of the  initial  term or
succeeding one (1) year term(s) to the other party of its intention to allow the
Agreement  to  expire.  Upon  expiration  of this  Agreement,  the  transfer  of
TECHNICAL  INFORMATION  shall cease  forthwith,  each party shall  return to the
other party all TECHNICAL  INFORMATION  received from such other party,  and the
licenses of Section 2 shall survive.

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A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

7.2 Either party may cancel this Agreement on ninety (90) days written notice to
the other party for  failure of the other  party to fulfill any of its  material
obligations  hereunder;  provided,  however, that if during said ninety (90) day
period said other party shall have  fulfilled said  obligations,  this Agreement
shall continue in full force and effect as if such notice had not been given.

7.3      This Agreement is personal to each of the parties hereto, and either
party shall have the right to cancel this Agreement by giving written notice
of cancellation to the other party at any time upon or after: 1) the filing
by the other party of a petition in bankruptcy or insolvency; 2) any
adjudication that the other party is bankrupt or insolvent; 3) the filing by
the other party under any law relating to bankruptcy or insolvency; 4) the
appointment of a receiver for all or substantially all of the property of the
other party; 5) the making by the other party of any assignment or attempted
assignment of this Agreement for the benefit of creditors; or 6) the
institution of any proceedings for the liquidation or winding up of the other
party's business or for the termination of its corporate charter.  Upon the
giving of such notice of cancellation, this Agreement shall be terminated
forthwith.

7.4 In the event of a direct or indirect taking over or assumption of control of
either party,  without the consent of its management and board of directors,  by
any third party,  the other party shall have the right to cancel this  Agreement
at any time thereafter upon giving written notice thereof to the party and, upon
the  giving of such  notice of  cancellation,  this  Agreement  shall  terminate
forthwith.

7.5 This Agreement,  and any rights or licenses granted herein,  are personal to
each party and shall be  binding  upon and inure to the  benefit of the  parties
hereto and their  respective  successors and assigns;  provided,  however,  that
neither party shall assign any of its rights or privileges hereunder without the
prior  written  consent of the other party except to a successor in ownership of
all the relevant assets of the assigning party,  which successor shall expressly
assume in writing the  performance of all terms and conditions of this Agreement
to be  performed  by  the  assigning  party.  Should  either  party  attempt  an
assignment in derogation of the foregoing,  the other party shall have the right
to immediately cancel this Agreement.

7.6 In the event of an assignment  to a successor of all the relevant  assets of
either party in accordance with Paragraph 7.5, if such successor is a competitor
of one of the parties in one or more of that party's businesses, that party may:
1) continue the Agreement under the terms and conditions herein, or 2) treat the
Agreement  as   prematurely   expired,   whereupon  the  transfer  of  TECHNICAL
INFORMATION  shall cease  forthwith,  each party shall return to the other party
all  TECHNICAL   INFORMATION   received  from  such  other  party,  and,  unless
specifically  otherwise  authorized  by the  canceling  party  in  writing,  the
licenses granted in Section 2 shall expire, except such licenses shall remain in
effect  for  products  designed  using  TECHNICAL   INFORMATION  prior  to  such
termination.

7.7 If this Agreement is canceled by MICROSEMI in accordance with Paragraph 7.2,
7.3, or 7.6, any TECHNICAL INFORMATION  previously transferred to MOTOROLA shall
be  returned  to  MICROSEMI  forthwith,   and,  unless  specifically   otherwise
authorized by MICROSEMI in writing,  all licenses to MOTOROLA of Section 2 shall
terminate,  except such licenses shall remain in effect for LICENSED PRODUCT and
semiconductors   incorporating   LICENSED   PRODUCT   designed   prior  to  such
termination, and all licenses of Section 2 granted to MICROSEMI shall survive.

7.8 If this Agreement is canceled by MOTOROLA in accordance  with Paragraph 7.2,
7.3, or 7.6, any TECHNICAL INFORMATION previously transferred to MICROSEMI shall
be returned to MOTOROLA forthwith, and, unless specifically otherwise authorized
by MOTOROLA in writing,  all licenses to MICROSEMI of Section 2 shall terminate,
except such licenses shall remain in effect for

LICENSED  PRODUCT AND  SEMICONDUCTORS  DESIGNED  incorporating  LICENSED PRODUCT
MICROSEMI  products  designed  prior to such  termination,  and all  licenses of
Section 2 granted to MOTOROLA shall survive.

7.9 In the  event  MOTOROLA  does not  qualify  LICENSED  PRODUCT  at any of its
facilities  within  eighteen  (18) months  following the  EFFECTIVE  DATE,  this
Agreement  shall be deemed  terminated,  and each party shall have no  liability
whatsoever to the other party, except MICROSEMI shall have the right to purchase
any special  equipment  and tooling  acquired  by MOTOROLA  for the  assembly of
POWERMITE(R) packages at a mutually agreed upon price.

7.10 The obligations under this Section 7 to return TECHNICAL  INFORMATION shall
survive expiration or cancellation of this Agreement.

7.11 No failure or delay on the part of either party in exercising  its right of
termination hereunder for any one or more causes shall be construed to prejudice
its right of termination for such causes or any other or subsequent causes.

7.12 In the event MOTOROLA  elects not to renew this Agreement at the end of the
initial  term or at the end of any  renewal  thereof,  MICROSEMI  shall have the
right to  purchase  from  MOTOROLA  units of  equipment  or  tooling  reasonably
necessary  for  MICROSEMI  to assemble  the  quantity of LICENSED  PRODUCT  that
MICROSEMI was buying from MOTOROLA,  but no more than MOTOROLA  required to make
such quantity of LICENSED  PRODUCT on the date of such  expiration.  The parties
agree to negotiate in good faith the purchase  price of any such  equipment  and
tooling.

7.13 Upon the  expiration of this  Agreement in  accordance  with Section 7.1 or
7.2, the exclusive rights and licenses granted to MOTOROLA shall be converted to
nonexclusive  rights  and  licenses.   MICROSEMI  shall  provide  MOTOROLA  with
confirmatory documents granting MOTOROLA such nonexclusive rights and licenses.

Section 8 - Confidentiality

8.1 It is the  intention of MOTOROLA and MICROSEMI to transfer  and/or  exchange
information  in  connection  with  the  alternate  sourcing  arrangement  to  be
established  under this  Agreement.  Such  information may be disclosed in oral,
written,  or graphic form,  or in the form of a computer  program or database in
machine-readable  form, and will include  MICROSEMI  TECHNICAL  INFORMATION  and
MOTOROLA TECHNICAL INFORMATION.

8.2  Each  party  shall  designate  one  or  more  Documentation  Managers.  The
responsibility of the  Documentation  Managers for each party will be to control
the  exchange of  information  between the parties and to monitor  within  their
company the  distribution of information  received from the other party to those
who have a need to know.  The  Documentation  Managers for each party shall also
arrange conferences and visitations between personnel of the respective parties,
maintain  appropriate  records, and acknowledge the receipt from the other party
of all  information.  The initial  Documentation  Manager for MICROSEMI shall be
[Confidential  Information  Omitted] and the initial  Documentation  Manager for
MOTOROLA shall be [Confidential Information Omitted].

8.3  Disclosures  of  information  by one party  (Discloser)  to the other party
(Recipient)  pursuant  to this  Agreement  shall  be  made by the  Documentation
Manager for the Discloser to the Documentation Manager for the Recipient using a
form similar to Appendix C, MICROSEMI/ MOTOROLA TRANSMITTAL RECORD.  Information
which is confidential (hereinafter referred to as "Confidential Information") to
a party hereto,  including  information which is MICROSEMI TECHNICAL INFORMATION
and/or MOTOROLA TECHNICAL INFORMATION,  shall be disclosed as follows. When such
is disclosed  in writing and  accepted,  such  writing  should state the date of
disclosure  and  should  contain  an  appropriate   legend,  such  as  "Motorola
Confidential  Proprietary"  or  "MICROSEMI  Confidential  Information."  If such
disclosure is orally and/or visually made, it shall be identified at the time of
disclosure as being Confidential

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A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

Information  and shall be confirmed in a written  resume within twenty (20) days
following such disclosure.  The resume will specifically point out that which is
Confidential  Information in sufficient  detail to allow the receiving  party to
identify that  information  deemed to be Confidential  Information.  Such resume
will also contain an appropriate legend as set forth above. When such disclosure
is in graphic form or in the form of a computer program or database, it shall be
identified as Confidential  Information by a label with an appropriate legend or
by  notice  of  the  confidential   nature  of  the  information   appearing  in
machine-readable form in the program or database.

8.4 Except as provided hereinafter, for a period of five (5) years from the date
of receipt of the  Confidential  Information  of the  Discloser,  the  Recipient
agrees to use the same care and  discretion,  but at least  reasonable  care and
discretion, to avoid disclosure,  publication,  or dissemination of Confidential
Information  outside  the  Recipient  as  the  Recipient  employs  with  similar
information  of its own,  which it does not  desire  to  publish,  disclose,  or
disseminate. Notwithstanding the expiration of the obligation to exert the above
standard  of care,  the  receiving  party  may not  transfer  such  Confidential
Information or any portion thereof to a third party. If Confidential Information
of the Discloser was first received under any other agreement previously entered
into by the parties relating to the subject matter of this Agreement, the period
of confidentiality shall be as specified in that previous agreement and shall be
measured from the date of first receipt under that previous agreement.

8.5      Disclosure of Confidential Information shall not be precluded if such
disclosure is:

8.5.1    in response to a valid order of a court or other  governmental  body of
         the  United  States or any  political  subdivision  thereof;  provided,
         however,  that the disclosing  party shall first have made a good faith
         effort to obtain a  protective  order  requiring  that the  information
         and/or  documents  so  disclosed be used only for the purpose for which
         the order was issued; or

8.5.2    otherwise required by law.

8.6 This Agreement  imposes no obligation  upon the receiving party with respect
to Confidential Information disclosed under this Agreement which:

8.6.1    is now available or becomes available to the public without breach of
         this Agreement;

8.6.2    is explicitly approved for release by written authorization of the
         Discloser;

8.6.3    is lawfully obtained from a third party or parties without a duty of
         confidentiality;

8.6.4    is disclosed to a third party by Discloser without a duty of
         confidentiality;

8.6.5    is known to Recipient prior to such disclosure;

8.6.6    is at any time developed by Recipient independently of any such
         disclosure(s) from Discloser; or

8.6.7    is inherently  disclosed in the use, lease, sale or other  distribution
         of  any  product  or  service  licensed  hereunder,   or  documentation
         therefor, by or for the Recipient.

8.7 The restrictive covenants of this Section 8 regarding the use and disclosure
of  Confidential  Information  shall survive the  expiration,  cancellation,  or
termination of this Agreement.

Section 9 - Inventions

9.1      All discoveries, improvements, inventions, and trade secrets, made in
the performance of this Agreement solely by MICROSEMI personnel shall be the

sole and exclusive  property of MICROSEMI subject to the licenses granted herein
and  MICROSEMI  shall retain any and all fights to file any patent  applications
thereon.

9.2 All discoveries,  improvements,  inventions,  and trade secrets, made in the
performance of this Agreement solely by MOTOROLA personnel shall be the sole and
exclusive  property  of  MOTOROLA  subject to the  licenses  granted  herein and
MOTOROLA  shall  retain  any and all  rights  to file  any  patent  applications
thereon.

9.3 All discoveries,  improvements,  inventions,  and trade secrets, made in the
performance  of this  Agreement  jointly by  MOTOROLA  personnel  and  MICROSEMI
personnel,  shall be the property jointly of MOTOROLA and MICROSEMI,  each party
having an equal and undivided one-half (1/2) interest therein.

9.4 In the case of each  discovery,  improvement  or invention  jointly owned by
MOTOROLA and MICROSEMI in accordance with Paragraph 9.3, MOTOROLA shall have the
first right of election to file  patent  applications  in the United  States and
other  countries.  MOTOROLA shall notify  MICROSEMI in writing,  at the earliest
practicable date, whether or not, and in which countries of the world,  MOTOROLA
elects to file such patent  application.  MICROSEMI shall have the right to file
patent  applications  on such  discovery,  improvement or invention in all other
countries. Each party, at its own expense, shall cooperate fully with the filing
party as may be necessary for the proper preparation,  filing and prosecution of
each such patent  application and the  maintenance,  renewal and defense of each
patent  covering  such  discovery,  improvement  or  invention.  The expense for
preparing,  filing and prosecuting each joint  application,  and for issuance of
the  respective  patent shall be borne by the party which prepares and files the
application. Where such joint application for patent is filed by either party in
a country  which  requires the payment of annual taxes or annuities on a pending
application or on an issued  patent,  the filing party,  prior to filing,  shall
notify the other party,  requesting the other party to indicate  whether it will
agree to pay one-half (1/2) of such annual taxes or annuities.  If, within sixty
(60) days after receiving such notice,  the non-filing  party fails to assume in
writing the  obligation to pay its one-half  (1/2) share of such annual taxes or
annuities,  or if either  party  subsequently  fails,  within sixty (60) days of
demand,  to continue such payments,  it shall forthwith  relinquish to the other
party,  providing said other party continues such payments, its right, title and
interest to such  application and patent,  subject,  however,  to retention of a
paid-up, nonexclusive,  nonassignable and irrevocable license, without the right
to grant sublicenses,  in favor of the relinquishing  party, to make, have made,
use, lease,  sell, or otherwise  dispose of apparatus and/or use or practice any
methods under said application and patent.

9.5 In the event that the filing party shall determine to abandon,  or otherwise
not to  prosecute,  any jointly  owned patent  application,  or not to maintain,
defend or renew any  jointly  owned  patent,  it shall  notify  the other  party
thereof,  in writing,  at the earliest  practicable  date,  and such other party
shall have the right, at its expense,  to prosecute such  application or to take
up such maintenance or defense,  or prosecute such renewal,  as the case may be.
The filing party agrees,  at the other party's expense,  to cooperate fully with
the other party to assist the other party in obtaining,  maintaining,  defending
and renewing such patent right hereunder.  Thenceforth, the party exercising its
right under this  Paragraph  9.5 shall be deemed "the filing party" for purposes
of Paragraphs 9.4 and 9.5.

9.6 Each party  shall have the right to grant  nonexclusive  licenses  under any
terms and conditions that it desires under each jointly owned patent application
or patent, provided that it shall have fulfilled its obligation,  if any, to pay
its share of taxes or annuities  imposed on such pending  application or patent,
and such party  shall  retain any  consideration  that it may  receive  therefor
without  having to account to the other joint owner.  Each party consents to the
granting of such  nonexclusive  licenses by the other  party,  and agrees not to
assert any claim with respect to any such patent or application  licensed by the
other party  against the licensee or licensees  thereunder  for the terms of any
such license.

9.7 The rights and obligation of this Section 9 regarding the ownership, filing,
prosecution,  and  maintenance  of  Inventions  shall  survive  the  expiration,
cancellation, or termination of this Agreement.

Section 10 - Warranty

10.1  MOTOROLA  and  MICROSEMI  represent  that they have the right to grant the
licenses  of  Section  2  hereof,  and that the  terms  and  conditions  of this
Agreement do not violate their  respective  Articles of  Incorporation or ByLaws
and do not conflict  with any other  agreements  to which they are a party or by
which they are bound.

10.2  Each  transferor   warrants  that  the  items  of  TECHNICAL   INFORMATION
transferred  hereunder shall be substantially the same as those then used by the
transferor in its own manufacturing operation.

Section 11 - Disclaimer of Warranty or Liability

11.1 Neither party  represents or warrants that the  manufacture,  use, or other
disposition of LICENSED  PRODUCT or use of TECHNICAL  INFORMATION,  UPDATE(S) or
IMPROVEMENT(S) is free of infringement of any third party patents, copyrights or
trade secrets.

11.2     Neither party warrants that the recipient party will be able to
successfully manufacture products based upon the TECHNICAL INFORMATION,
UPDATE(S). or IMPROVEMENT(S) transferred hereunder

11.3  NEITHER  PARTY MAKES ANY  WARRANTY  AS TO THE  ACCURACY,  SUFFICIENCY,  OR
SUITABILITY  FOR THE  OTHER'S USE OF ANY  TECHNICAL  INFORMATION  OR  ASSISTANCE
PROVIDED  HEREUNDER  FOR THE  MANUFACTURE,  OR THE  YIELD  FROM THE  MANUFACTURE
THEREOF,  OR FOR THE  QUALITY  OF SUCH  PRODUCT  MADE  THEREBY,  AND  ASSUMES NO
RESPONSIBILITY  OR  LIABILITY  FOR LOSS OR DAMAGES,  WHETHER  DIRECT,  INDIRECT,
CONSEQUENTIAL,  OR INCIDENTAL, WHICH MIGHT ARISE OUT OF THE OTHER'S USE THEREOF,
WHICH SHALL BE ENTIRELY AT THE USER'S RISK AND PERIL.

11.4     IN NO EVENT SHALL EITHER PARTY (OR ITS LICENSORS) BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE TECHNICAL
INFORMATION PROVIDED BY IT.

11.5     EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ITEMS
PROVIDED BY IT.

Section 12 - Prohibited Subject Matter

Under no  circumstances  shall the parties  hereto  exchange or discuss with one
another any matter which is not relevant to the execution of the  obligations of
this  Agreement.  For  example,  the  parties  shall  not  discuss  or  exchange
information  relative  to  their  specific  customers,   marketing  policies  or
activities, yield from manufacture, or pricing.

Section 13 - Publication

Neither party to this Agreement shall publicize the existence of this Agreement,
nor  refer to the other  party in  connection  with any  product,  promotion  or
publication without the prior written approval of the other party. Neither party
to this Agreement  shall disclose to any third party the terms and conditions of
this Agreement  without the prior written  approval of the other party except as
required by law, or by government regulation, requirement or order, or as may be
necessary to establish or assert its rights hereunder.

All notices to third parties and all other  publicity  concerning this Agreement
shall be jointly planned and coordinated by the parties. Neither party shall act
unilaterally in this regard without the prior written

approval of the other party, which approval, however, shall not unreasonably
be withheld.

Section 14 - Contemporaneous Agreements

The parties  acknowledge  and agree that this  Agreement  is to be entered  into
contemporaneously with the MOTOROLA - MICROSEMI POWERMITE(R) SERVICES AGREEMENT.
However,  if for any  reason  the  MOTOROLA -  MICROSEMI  POWERMITE(R)  SERVICES
AGREEMENT is not signed and  finalized  and this  Agreement  is, this  Agreement
shall be null and void and have no force and effect.

Section 15 - General Provisions

15.1     Nothing contained in this Agreement shall be construed as:

15.1.1            conferring any rights to use in advertising, publicity, or 
                  other marketing activities any name, trademark, or other 
                  designation of either party hereto, including any contraction,
                  abbreviation, or simulation of any of the foregoing, provided 
                  such restriction shall not apply to device identification 
                  numbers and descriptions and each party hereto agrees not to 
                  use the existence of this Agreement in any marketing activity 
                  without the express written approval of the other party; or

15.1.2            conferring by implication,  estoppel, or otherwise upon either
                  party hereunder any license or other right except the licenses
                  and rights expressly granted hereunder to a party hereto; or

15.1.3            an obligation to bring or prosecute actions or suits against
                  third parties for infringement, or to secure and/or maintain 
                  any of its intellectual property rights; or

15.1.4            limiting the rights which a party has outside the scope of 
                  this Agreement.

15.2 All notices required or permitted to be given hereunder (except for notices
to be addressed to the Documentation  Managers) shall be in writing and shall be
valid and sufficient if dispatched by certified mail, return receipt  requested,
postage  prepaid,  in any post  office in the United  States,  or in the case of
international delivery,  dispatched by a delivery service providing a receipt of
delivery, addressed as follows:

If to MOTOROLA:                         If to MICROSEMI:
Motorola, Inc.                          Microsemi Corporation
5005 East McDowell Road                 580 Pleasant Street
Phoenix, Arizona 85008                  Watertown, Massachusetts  02172
Attn:[Confidential Information Omitted] Attn: [Confidential Information Omitted]

With a copy to:
Motorola, Inc.                          Microsemi Corporation
8220 East Roosevelt, Suite 3108         2830 Fairview Street
Building 3, Northwest Entrance          Santa Ana, California  92704
Scottsdale, Arizona 85257               Attn: [Confidential Information Omitted]
Attn: [Confidential Information Omitted]

Either  party may change its address by a notice given to the other party in the
manner set forth above.  Notices given as herein provided shall be considered to
have been given seven (7) days after the mailing thereof.

15.3 Any  failure or delay on the part of either  party in the  exercise  of any
right or privilege  hereunder shall not operate as a waiver  thereof,  nor shall
any single or partial exercise of any such right or privilege  preclude other or
further exercise thereof or of any other right or privilege.

15.4              Nothing contained herein, or done in pursuance of this 
Agreement, shall constitute the parties as entering upon a joint venture or

- --------------------------------------------------------------------------------

A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

shall constitute  either party hereto the agent for the other party for any 
purpose or in any sense whatsoever.

15.5 If any  provision,  or part of any  provision,  of this  Agreement,  or the
attachments  hereto,  is  invalidated  by  operation of law or  otherwise,  that
provision or part will, to that extent,  be deemed  omitted and the remainder of
this Agreement, or applicable attachment,  will remain in full force and effect.
In place of any such invalid provision or part thereof, the parties undertake to
agree on a  similar  but  valid  provision  the  effect  of which is as close as
possible to that of the invalid provision or part thereof.

15.6 MICROSEMI and MOTOROLA  agree they will not in any form export,  re-export,
resell, ship, or divert or cause to be exported, re-exported, resold, shipped or
diverted,  directly or  indirectly,  any product or  technical  data or software
received hereunder,  or the direct product of such technical data or software to
any country for which the United States  Government or any agency thereof at the
time of export or  re-export  requires an export  license or other  governmental
approval without first obtaining such license or approval.

15.7 The captions used in this Agreement are for convenience only and are not to
be used in interpreting the obligations of the parties under this Agreement.

15.8 This  Agreement  and the  performance  of the  parties  hereunder  shall be
construed in accordance with and governed by the law of the State of Illinois.

15.9 This Agreement  including the Appendices  attached hereto,  and made a part
hereof, supersedes any prior agreements or understandings, written or otherwise,
between  the  parties  relating  to the  subject  matter of this  Agreement.  No
amendment or  modification  of this Agreement shall be valid or binding upon the
parties unless signed by their respective authorized officers.

IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed as of
the date below written.

MOTOROLA, INC.                                MICROSEMI USPD, INC.
SEMICONDUCTOR PRODUCTS SECTOR

By:    /s/GREGORY L. WILLIAMS                  By:    /s/PHILIP FREY, JR.
       ----------------------                         --------------------
       (Authorized Signature)                         (Authorized Signature)

Name:  Gregory L. Williams                     Name:  Philip Frey, Jr.
       ----------------------                         --------------------
       (Print Name)                                   (Print Name)

Title: VP and GM Power Products                Title: President

Date:  2-21-96                                 Date:  2-16-96

By:    /s/JAMES GILLMAN                        By:    /s/DAVID R. SONKSEN
       ----------------------                         --------------------
       (Signature)                                    (Authorized Signature)

Name:  James W. Gillman                        Name:  David R. Sonksen
       ----------------------                         --------------------
       (Print Name)                                   (Print Name)

Title: Senior Vice President                   Title:  V.P.Finance
       Patents, Trademarks and Licensing

Date:  2/26/96                                 Date:   2/26/96

                     MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT

                                            APPENDIX A
                                      TECHNICAL INFORMATION

     The following  TECHNICAL  INFORMATION  shall be  transferred to MOTOROLA by
MICROSEMI under this Agreement:

A.1.          MICROSEMI Process Specifications for POWERMITE(R) Production.

A.2.          MICROSEMI Drawings for Raw Materials used in POWERMITE(R)
              Assembly.

A.3.          Samples of POWERMITE(R) devices manufactured by MICROSEMI.

A.4.          Samples of POWERMITE(R) Assemblies at various stages in the
              assembly process.

                   MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT

                                         APPENDIX B

                             POWERMITE(R) PACKAGE SPECIFICATIONS

                                         (Attached)

- --------------------------------------------------------------------------------

A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

                                              [DRAWING, SHEET 1 OF 3]

- --------------------------------------------------------------------------------

A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

                                              [DRAWING, SHEET 2 OF 3]

- --------------------------------------------------------------------------------

A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

                                              [DRAWING, SHEET 3 OF 3]
- --------------------------------------------------------------------------------

A portion has been omitted and filed separately with the Commission  pursuant to
a request for confidential treatment.

                     MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT

                                          APPENDIX C

                              MICROSEMI/MOTOROLA TRANSMITTAL RECORD

Date of Transmittal:

Transferring Company Name:

Attention Document Control Manager:

Address:

City, State, Zip:

The Confidential/Proprietary document(s) listed is/are transmitted in accordance
with the provisions of the MICROSEMI-MOTOROLA Agreement dated

 ITEM     REFERENCE #      DESCRIPTION OF DOCUMENT/MATERIAL            REV.#
- ------ ----------------  ------------------------------------        ---------

Received By:                                     Transferred By:

(Receiving Company Representative)               (Transferring Company
Representative)

(Title)                                          (Title)

(Date)                                           (Date)

Please return an original, signed copy of this Transmittal Record to:

Transferring Company Name:
Attention Document Control Manager:
Address:
City, State, ZIP:

 

Basic Info X:

Name: MOTOROLA - MICROSEMI POWERMITE(R) TECHNOLOGY AGREEMENT
Type: Technology Agreement
Date: May 10, 1996
Company: MICROSEMI CORP
State: Delaware

Other info:

Date:

  • thirty 30

Organization:

  • MICROSEMI [ Confidential Information Omitted ]
  • MOTOROLA TRANSMITTAL RECORD
  • Motorola , Inc. Microsemi Corporation 5005 East McDowell Road
  • Motorola , Inc. Microsemi Corporation 8220 East Roosevelt
  • Northwest Entrance Santa Ana
  • United States Government
  • State of Illinois
  • GM Power Products Title
  • POWERMITE R Assembly

Location:

  • Delaware
  • U.S
  • United States
  • Phoenix
  • Watertown
  • Massachusetts
  • California
  • Scottsdale
  • Arizona

Person:

  • sGREGORY L. WILLIAMS
  • Philip Frey
  • James W. Gillman
  • David R. Sonksen

Percent:

  • fifty percent
  • 50 %