<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>b43517ssexv99w1.txt
<DESCRIPTION>FINANCING AGREEMENT
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1





                               FINANCING AGREEMENT


                                      among



                             ALPHA INDUSTRIES, INC.,


                                   CERTAIN OF
                                ITS SUBSIDIARIES


                                       and


                             CONEXANT SYSTEMS, INC.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                    <C>
SECTION 1        DEFINED TERMS; RULES OF CONSTRUCTION...............................................     1
         1.1.    Defined Terms......................................................................     1
         1.2.    Rules of Construction..............................................................     1

SECTION 2        FINANCING..........................................................................     1
         2.1.    Revolving Credit Facility..........................................................     1
         2.2.    Acquisition Notes..................................................................     6
         2.3.    Financing Documents................................................................     8
         2.4.    Note Exchange......................................................................    10
         2.5.    Payments and Prepayments...........................................................    13

SECTION 3        GUARANTIES.........................................................................    13
         3.1.    Alpha Guaranty.....................................................................    13
         3.2.    Alpha Subsidiary Guaranty..........................................................    13
         3.3.    Expenses...........................................................................    15
         3.4.    Guaranty of Payment................................................................    15
         3.5.    Unconditional Guaranty.............................................................    15
         3.6.    Independent Obligations............................................................    16
         3.7.    Waiver of Notices..................................................................    16
         3.8.    No Release of Guaranty.............................................................    16
         3.9.    Subordination and Subrogation......................................................    17
         3.10.   Certain Actions Waived.............................................................    18
         3.11.   California Real Property Waivers...................................................    18
         3.12.   Reinstatement......................................................................    19

SECTION 4        SECURITY INTERESTS.................................................................    20
         4.1.    Grant of Security Interest.........................................................    20
         4.2.    Filings............................................................................    20
         4.3.    Power of Attorney..................................................................    20
         4.4.    Delivery of Collateral.............................................................    21
         4.5.    Further Actions....................................................................    21
         4.6.    No Assumption of Liability.........................................................    21
         4.7.    Change of Name or Jurisdiction.....................................................    22
         4.8.    Collateral Records.................................................................    22
         4.9.    Inspection and Verification........................................................    22
         4.10.   Taxes; Liens.......................................................................    22
         4.11.   Protection of Security.............................................................    23
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                    <C>
         4.12.   Use and Disposition of Collateral..................................................    23
         4.13.   Limitation of Modification of Receivables..........................................    23
         4.14.   Covenants Regarding Patents, Trademarks and Copyrights.............................    24
         4.15.   Covenants Regarding Pledged Securities.............................................    25
         4.16.   Covenants Regarding Insurance......................................................    28

SECTION 5        REPRESENTATIONS AND WARRANTIES.....................................................    29
         5.1.    General Representations and Warranties.............................................    30
         5.2.    Representations and Warranties Concerning Collateral...............................    32
         5.3.    Scope of Certain Representations and Warranties....................................    35

SECTION 6        REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.......................................    36
         6.1.    Remedies; Obtaining the Collateral Upon Default....................................    36
         6.2.    Remedies; Disposition of the Collateral............................................    37

SECTION 7        COVENANTS..........................................................................    43
         7.1.    Payment of Obligations.............................................................    43
         7.2.    Maintenance of Property............................................................    43
         7.3.    Conduct of Business and Maintenance of Existence...................................    43
         7.4.    Compliance with Laws...............................................................    43
         7.5.    Inspection of Property, Books and Records..........................................    43
         7.6.    Investments........................................................................    44
         7.7.    Fundamental Changes................................................................    44
         7.8.    Sales of Assets....................................................................    44
         7.9.    Negative Pledge....................................................................    46
         7.10.   Restricted Payments................................................................    46
         7.11.   Transactions with Affiliates.......................................................    46
         7.12.   Indebtedness.......................................................................    47
         7.13.   Notice of Default; Other Notices...................................................    48
         7.14.   Financial Reporting................................................................    48
         7.15.   Payment of Taxes...................................................................    49
         7.16.   Capital Expenditures...............................................................    49
         7.17.   Minimum Cash Balance...............................................................    49
         7.18.   Excluded Subsidiaries; Restricted Subsidiaries.....................................    50

SECTION 8        INDEMNITY..........................................................................    50
         8.1.    Indemnity..........................................................................    50
         8.2.    Expense Reimbursement..............................................................    52
         8.3.    Indemnity Obligations Secured by Collateral........................................    52
         8.4.    Survival...........................................................................    52
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                                                    <C>
SECTION 9        MISCELLANEOUS......................................................................    52
         9.1.    Notices............................................................................    52
         9.2.    Waiver; Amendment..................................................................    54
         9.3.    Obligations Absolute...............................................................    54
         9.4.    Successors and Assigns.............................................................    54
         9.5.    Governing Law......................................................................    54
         9.6.    Termination; Release...............................................................    54
         9.7.    Counterparts.......................................................................    55
         9.8.    Severability.......................................................................    55
         9.9.    Jurisdiction; Consent to Service of Process........................................    55
         9.10.   Waiver of Jury Trial...............................................................    56
         9.11.   Additional Subsidiary Obligors.....................................................    56
         9.12.   Confidentiality....................................................................    56
         9.13.   Entire Agreement...................................................................    57
         9.14.   No Third Party Beneficiaries.......................................................    57
         9.15.   Withholding Taxes..................................................................    57
         9.16.   Foreign Subsidiaries...............................................................    58
</TABLE>

                                      iii
<PAGE>
                               FINANCING AGREEMENT


         AGREEMENT dated as of June 25, 2002 among Conexant Systems, Inc., a
Delaware corporation ("CONEXANT"), Alpha Industries, Inc., a Delaware
corporation ("ALPHA"), and each of the subsidiaries of Alpha that are or are to
become a party to this Agreement (the "ALPHA SUBSIDIARIES").

                                   SECTION 1

                      DEFINED TERMS; RULES OF CONSTRUCTION


1.1. DEFINED TERMS. In this Agreement, terms defined in Exhibit A shall have the
meanings set forth therein, terms defined in the preamble, preliminary
statements or other sections of this Agreement shall have the meanings set forth
therein, terms defined in the UCC and not otherwise defined in this Agreement
shall have the meanings set forth in the UCC, and capitalized terms used but not
otherwise defined in this Agreement which are defined in the Purchase Documents
shall have the meanings set forth in the Purchase Documents.

1.2. RULES OF CONSTRUCTION. The rules of construction set forth in Exhibit A
shall apply to this Agreement.

                                   SECTION 2

                                    FINANCING


2.1. REVOLVING CREDIT FACILITY.

         2.1.1. REVOLVING CREDIT COMMITMENT.

                  2.1.1.1. COMMITMENT TO LEND. During the Availability Period,
                  Conexant agrees, subject to the terms and conditions set forth
                  in this Agreement, to make Revolving Loans to Alpha from time
                  to time in amounts such that the aggregate principal amount of
                  all Revolving Loans then outstanding does not exceed the
                  Commitment.

                  2.1.1.2. COMMITMENT AMOUNT. The Commitment shall be
                  $100,000,000, less the Reserve, if any, subject to reduction
                  and termination as provided in Section 2.1.1.3.
<PAGE>
                  2.1.1.3. COMMITMENT TERMINATION AND REDUCTION. Alpha may at
                  any time during the Availability Period, upon at least two
                  Business Days' notice to Conexant, (i) terminate the
                  Commitment at any time when no Revolving Loans are
                  outstanding, and (ii) reduce from time to time the amount of
                  the Commitments in excess of the then outstanding aggregate
                  principal amount of Revolving Loans then outstanding. The
                  Commitment shall terminate on the Expiration Date. Conexant
                  may at any time when an Event of Default has occurred and is
                  continuing terminate the Commitment in whole or in part as
                  provided in Section 2.1.5.6. The Commitment shall terminate,
                  automatically and without notice or other action to or by any
                  person, upon the occurrence of any Bankruptcy Event. The
                  Commitment shall be reduced, automatically and without notice
                  or other action to or by any person, by an amount equal to the
                  product of (x) 1 1/3 and (y) the aggregate amount of any
                  prepayment of Revolving Loans required to be made pursuant to
                  Sections 2.1.5.4 and 2.1.5.5; provided that if the product of
                  (x) and (y) would result in a Commitment of less than the
                  outstanding principal amount of the Revolving Loans, after
                  giving effect to any prepayment required to be made pursuant
                  to Sections 2.1.5.4 and 2.1.5.5, then the Commitment shall be
                  equal to the then outstanding principal amount of the
                  Revolving Loans, after giving effect to any such prepayment.

         2.1.2. REVOLVING LOANS. Within the limits set forth in Section 2.1.1,
         Alpha may borrow, repay, prepay and reborrow at any time during the
         Availability Period.

         2.1.3. BORROWING PROCEDURE. Alpha may borrow by giving Conexant a
         Notice of Borrowing not later than 10:30 a.m. (Pacific time) on the
         third Business Day before each Revolving Loan. Each Notice of Borrowing
         shall specify (i) the date of the borrowing, which must be a Business
         Day and (ii) the aggregate amount of the borrowing and must be signed
         on behalf of Alpha by its chief executive officer or chief financial
         officer. Each borrowing must be in an aggregate principal amount of
         $5,000,000 (or any larger multiple of $1,000,000). Not later than 11:00
         a.m. (Pacific time) on the date of each borrowing, Conexant will make
         available to Alpha the amount requested in the applicable Notice of
         Borrowing by transferring such amount, in immediately available funds,
         to the Borrower Account.

         2.1.4. INTEREST.

                  2.1.4.1. INTEREST RATE. Each Revolving Loan shall bear
                  interest on the outstanding principal amount thereof, for each
                  day it is outstanding, at a rate per annum equal to the
                  Applicable Rate for the Revolving Loans.

                                       2
<PAGE>
                  2.1.4.2. DEFAULT RATE. If any Event of Default has occurred
                  and is continuing, each Revolving Loan shall bear interest on
                  the outstanding amount thereof, for each day it is
                  outstanding, at a rate per annum equal to the Applicable Rate
                  for Revolving Loans plus 2%.

                  2.1.4.3. INTEREST PAYMENTS. Interest on Revolving Loans shall
                  be paid monthly in arrears on the last Business Day of each
                  month and on the Expiration Date.

                  2.1.4.4. INTEREST COMPUTATION. All interest hereunder shall be
                  computed on the basis of a year of 360 days and paid for the
                  actual number of days elapsed (including the first day but
                  excluding the last day).

         2.1.5. REPAYMENT OF REVOLVING LOANS.

                  2.1.5.1. EXPIRATION DATE. Alpha hereby unconditionally
                  promises that on the Expiration Date, Alpha shall repay the
                  unpaid principal amount of each Revolving Loan then
                  outstanding, together with all accrued and unpaid interest on
                  such principal amount to the date of payment.

                  2.1.5.2. OPTIONAL PREPAYMENT. Alpha may, at any time and from
                  time to time, upon three (3) days' prior written notice to
                  Conexant, prepay any Revolving Loans, in whole or in part,
                  together with interest on the amount prepaid to the date of
                  prepayment, without penalty or premium. Once Alpha has given
                  notice of a prepayment hereunder, Alpha shall be obligated to
                  make such prepayment.

                  2.1.5.3. MANDATORY PREPAYMENT; COMMITMENT AMOUNT. In addition
                  to any other mandatory prepayments or commitment reductions
                  required pursuant to this Agreement, Alpha shall,
                  automatically and without notice or other action to or by any
                  person, prepay Loans at such times and in such amounts as
                  shall be required to assure that the aggregate principal
                  amount of all Revolving Loans then outstanding does not at any
                  time exceed the Commitment as then in effect. In the event of
                  any termination of the Commitment, Alpha shall prepay all
                  Revolving Loans then outstanding on the date of such
                  termination, together with all accrued and unpaid interest to
                  the date of payment.

                  2.1.5.4. MANDATORY PREPAYMENTS; RELEVANT TRANSACTIONS. In
                  addition to any other mandatory prepayments or commitment
                  reductions required pursuant to this Agreement, not later than
                  one Business Day after Alpha receives any Net Cash Proceeds
                  from any Relevant Transaction, Alpha shall apply all of the
                  Net Cash Proceeds of such Relevant Transaction as

                                       3
<PAGE>
                  follows: (a) first to prepay principal of the Acquisition
                  Notes, pro rata in proportion to the principal amounts of the
                  Acquisition Notes outstanding immediately prior to any such
                  prepayment, any such prepayment to be applied first to reduce
                  the amount of any prepayment required by Section 2.2.2.4 and
                  second to reduce the amount payable on the Maturity Date of
                  the Acquisition Notes and (b) second to prepay Revolving Loans
                  then outstanding (whereupon the Commitment shall be reduced as
                  provided in Section 2.1.1.3). Notwithstanding the foregoing,
                  Alpha may retain that portion of the Net Cash Proceeds of such
                  Relevant Transaction as may be required to assure that the
                  amount of Available Cash is not less than $60,000,000;
                  provided that nothing herein shall permit Alpha to retain any
                  amount of Available Cash in excess of $60,000,000 after the
                  Excess Cash Payment Date immediately following the receipt of
                  such Net Cash Proceeds.

                  2.1.5.5. MANDATORY PREPAYMENTS; EXCESS CASH. In addition to
                  any other mandatory prepayments or commitment reductions
                  required pursuant to this Agreement, on each Excess Cash
                  Payment Date following July 31, 2002, Alpha shall apply an
                  amount equal to all Excess Cash as follows: (a) first to
                  prepay principal of the Acquisition Notes, pro rata in
                  proportion to the principal amounts of the Acquisition Notes
                  outstanding immediately prior to any such prepayment, any such
                  prepayment to be applied first to reduce the amount of any
                  prepayment required by Section 2.2.2.4 and second to reduce
                  the amount payable on the Maturity Date of the Acquisition
                  Notes and (b) second to prepay Revolving Loans then
                  outstanding (whereupon the Commitment shall be reduced as
                  provided in Section 2.1.1.3).

                  2.1.5.6. EVENT OF DEFAULT. If any Event of Default has
                  occurred, at any time thereafter during the continuance of
                  such Event of Default, Conexant may, by notice to Alpha, take
                  either or both of the following actions (in addition to
                  exercising any other rights or remedies it may have under this
                  Agreement, applicable law or otherwise):

                  (i) terminate the Commitment; and

                  (ii) declare the Revolving Loans then outstanding to be due
                  and payable, in whole or in part, whereupon the principal of
                  the Revolving Loans, together with accrued interest thereon
                  and all other liabilities under this Agreement or any other
                  Financing Document, shall become forthwith due and payable,
                  without presentment, demand, protest or any other notice of
                  any kind, all of which are hereby expressly waived by Alpha
                  and each of

                                       4
<PAGE>
                  the other Obligors, anything contained in this Agreement or
                  the other Financing Documents to the contrary notwithstanding.

                  If any Bankruptcy Event occurs, the Commitments shall
                  automatically terminate and the principal of the Revolving
                  Loans, together with accrued interest thereon and all other
                  liabilities under this Agreement or any other Financing
                  Document, shall become forthwith due and payable, without
                  presentment, demand, protest or any other notice of any kind,
                  all of which are hereby expressly waived by Alpha and each of
                  the other Obligors, anything contained in this Agreement or
                  the other Financing Documents to the contrary notwithstanding.

         2.1.6. EVIDENCE OF REVOLVING LOANS. Conexant shall maintain accounts
         and records in which it shall record for each Revolving Loan made by it
         hereunder:

                  2.1.6.1. the amount and the borrowing date of such Revolving
                  Loan;

                  2.1.6.2. the amount of any principal paid, pre-paid and repaid
                  for such Revolving Loan;

                  2.1.6.3. the amount of any interest payable and paid for such
                  Revolving Loan; and

                  2.1.6.4. the amount of any other sum paid by Alpha under this
                  Agreement.

         The entries made in such accounts shall be prima facie evidence of the
         existence and amounts of the obligations therein recorded. Conexant may
         request that its Revolving Loans be evidenced by a promissory note. In
         such event, Alpha shall execute and deliver to Conexant a promissory
         note payable to the order of Conexant substantially in the form annexed
         as Exhibit B-1.

         2.1.7. USE OF PROCEEDS. All proceeds of the Revolving Loans shall be
         used solely for (i) the working capital, Capital Expenditures (to the
         extent permitted by Section 7.16) and general corporate purposes of
         Alpha and its Subsidiaries (subject to the restrictions herein with
         respect to Excluded Subsidiaries and Restricted Subsidiaries) and (ii)
         to pay expenses incurred by Alpha and its Subsidiaries in connection
         with the Spin-off, the Merger, the Purchase Documents and the Financing
         Documents. No part of the proceeds shall be used (i) to purchase or
         carry any Margin Stock or to extend credit for purpose of purchasing or
         carrying any Margin Stock, or (ii) to make Investments, other than
         Permitted Investments, or (iii) make any Restricted Payments.


                                       5
<PAGE>
2.2.     ACQUISITION NOTES.

         2.2.1. INTEREST.

                  2.2.1.1. INTEREST RATE. Each Acquisition Note shall bear
                  interest on the outstanding principal amount thereof, for each
                  day it is outstanding, at a rate per annum equal to the
                  Applicable Rate for the Acquisition Notes.

                  2.2.1.2. DEFAULT RATE. If any Event of Default has occurred
                  and is continuing, each Acquisition Note shall bear interest
                  on the outstanding amount thereof, for each day it is
                  outstanding, at a rate per annum equal to the Applicable Rate
                  for Acquisition Notes plus 2%.

                  2.2.1.3. INTEREST PAYMENTS. Interest on Acquisition Notes
                  shall be paid quarterly in arrears on the last Business Day of
                  each June, September, December and March, commencing June 30,
                  2002 and on the Maturity Date.

                  2.2.1.4. INTEREST COMPUTATION. All interest hereunder shall be
                  computed on the basis of a year of 360 days and paid for the
                  actual number of days elapsed (including the first day but
                  excluding the last day).

         2.2.2. REPAYMENT OF ACQUISITION NOTES.

                  2.2.2.1. ALPHA NOTES MATURITY DATE. Alpha hereby
                  unconditionally promises that on the Maturity Date, Alpha
                  shall repay the unpaid principal amount of each Alpha Note
                  then outstanding, together with all accrued and unpaid
                  interest on such principal amount to the date of payment.

                  2.2.2.2. MEXICALI NOTE MATURITY DATE. Mexicali hereby
                  unconditionally promises that on the Maturity Date, Mexicali
                  shall repay the unpaid principal amount of each Mexicali Note
                  then outstanding, together with all accrued and unpaid
                  interest on such principal amount to the date of payment.

                  2.2.2.3. OPTIONAL PREPAYMENT. Alpha and Mexicali may, at any
                  time and from time to time, upon three (3) days' prior written
                  notice to Conexant, prepay any Acquisition Note, in whole or
                  in part, together with interest on the amount prepaid to the
                  date of prepayment, without penalty or premium. Once Alpha or
                  Mexicali has given notice of a prepayment of an Acquisition
                  Note hereunder, Alpha and Mexicali shall be obligated to make
                  such prepayment. Any such prepayment shall be applied first to
                  reduce the amount of any prepayment required by Section
                  2.2.2.4 and


                                       6
<PAGE>
                  second to reduce the amount payable on the Maturity Date of
                  such Acquisition Note.

                  2.2.2.4. MANDATORY PREPAYMENTS OF ACQUISITION NOTES. In
                  addition to any other mandatory prepayments required pursuant
                  to this Agreement, not later than the date that is 270
                  calendar days after the Closing Date, Alpha or Mexicali, as
                  applicable, shall pay the Acquisition Notes in the following
                  principal amounts, unless sooner paid as provided herein or in
                  the Acquisition Notes:

<TABLE>
<CAPTION>
      NOTE                                       AMOUNT OF PRINCIPAL PAYMENT
<S>                                              <C>
Stock Purchase Note                                  $ 9,555,000

U.S. Asset Purchase Note                             $25,445,000

Mexicali Note or Exchange Note                       $40,000,000

Total                                                $75,000,000
</TABLE>


                  2.2.2.5. FUNDING PREPAYMENTS. Prepayments of Acquisition Notes
                  made pursuant to this Section shall be made (1) by Alpha
                  directly in respect of the Alpha Notes and (2) by Alpha making
                  a contribution to the capital of Mexicali in an amount
                  sufficient to enable Mexicali to make any required prepayment
                  of the Mexicali Note, and causing Mexicali to make such
                  prepayment, as and when due.

                  2.2.2.6. EVENT OF DEFAULT. If any Event of Default has
                  occurred, at any time thereafter during the continuance of
                  such Event of Default, Conexant may, by notice to Alpha and
                  Mexicali (in addition to exercising any other rights or
                  remedies it may have under this Agreement, applicable law or
                  otherwise) declare the Acquisition Notes then outstanding to
                  be due and payable in whole or in part, whereupon the
                  principal of the Acquisition Notes, together with accrued
                  interest thereon and all other liabilities under this
                  Agreement or any other Financing Document, shall become
                  forthwith due and

                                       7
<PAGE>
                  payable, without presentment, demand, protest or any other
                  notice of any kind, all of which are hereby expressly waived
                  by Alpha, Mexicali and each of the other Obligors, anything
                  contained in this Agreement or the other Financing Documents
                  to the contrary notwithstanding. If any Bankruptcy Event
                  occurs, the principal of the Acquisition Notes, together with
                  accrued interest thereon and all other liabilities under this
                  Agreement or any other Financing Document, shall become
                  forthwith due and payable, without presentment, demand,
                  protest or any other notice of any kind, all of which are
                  hereby expressly waived by Alpha, Mexicali and each of the
                  other Obligors, anything contained in this Agreement or the
                  other Financing Documents to the contrary notwithstanding.

2.3. FINANCING DOCUMENTS. Subject to the terms and conditions in this Agreement,
on the Closing Date, Alpha shall deliver to Conexant the following in connection
with the financing for the acquisitions pursuant to the Purchase Documents:

         2.3.1. ALPHA NOTES. The Alpha Notes, dated the Closing Date, in the
         principal amounts set forth in Schedule 2.3.1, and duly executed and
         delivered by Alpha and guaranteed por aval by Mexicali.

         2.3.2. MEXICALI NOTE. The Mexicali Note, dated the Closing Date, in the
         principal amount set forth in Schedule 2.3.2, and duly executed and
         delivered by Mexicali and guaranteed por aval by Alpha.

         2.3.3. SECURITY DOCUMENTS. Each of the Security Documents, dated as of
         the Closing Date, and duly executed by each of the parties thereto.

         2.3.4. CLOSING CERTIFICATE. A Closing Certificate for each Obligor,
         dated the Closing Date, and duly executed by an executive officer of
         the Obligor, as appropriate, certifying as to the matters set forth
         therein.

         2.3.5. UCC FINANCING STATEMENTS. The UCC financing statements in proper
         form for filing and recording in the appropriate recording offices in
         all United States jurisdictions in which such filings are necessary or
         appropriate to perfect the security interest granted by this Agreement
         and the other U.S. Security Documents.

         2.3.6. MORTGAGE RECORDING. The U.S. Mortgages and the Mexican Mortgages
         in proper form for filing and recording in the appropriate recording
         offices in all United States and Mexican jurisdictions in which such
         filings are necessary or appropriate to perfect the Liens granted
         therein.

         2.3.7. FIANZA. The Fianza, dated the Closing Date, and duly executed by
         Mexicali.

         2.3.8. INSURANCE. In respect of each insurance policy covering Alpha
         and its Subsidiaries, a certificate of insurance describing the
         policies of insurance referred to in Section 4.16.

         2.3.9. PLEDGED SECURITIES. The following documents and instruments in
         respect of the Pledged Securities:


                                       8
<PAGE>
                  2.3.9.1. Certificates representing the Pledged Securities,
                  duly endorsed for transfer or accompanied by assignment forms
                  or powers endorsed in blank, except (a) as otherwise provided
                  below for the Foreign Subsidiaries organized under the laws of
                  Korea and Japan, the Pledged Securities of which shall be
                  endorsed as hereinafter provided, and (b) to the extent any of
                  the Pledged Securities of any Foreign Subsidiary are not
                  certificated, Alpha shall cause the pledge of the relevant
                  Pledged Securities to be effected in accordance with
                  applicable local laws governing the effective pledge of such
                  Pledged Securities, which may include, but not be limited to,
                  the registration or recording of Conexant as pledgee in the
                  share register or such other instrument evidencing the
                  ownership of such Pledged Securities, as described in more
                  detail hereinafter.

                  2.3.9.2. In respect of Conexant Systems Finland Oy
                  ("FINLAND"), a notice of the pledge of the Pledged Stock of
                  Finland, countersigned by Alpha and a director of Finland.

                  2.3.9.3. In respect of Conexant Wireless S.A.S. ("FRANCE"),
                  (a) evidence reasonably satisfactory to Conexant that the
                  pledge of shares of France has been registered in the special
                  account of the share register of France, (b) a Pledge of Share
                  Account Declaration for the pledge of the Pledged Securities
                  of France, duly executed by Alpha and (c) a Certificate of
                  Pledge of Account of Financial Instruments for the pledge of
                  the Pledged Securities of France, duly executed by France.

                  2.3.9.4. In respect of Mexicali, evidence reasonably
                  satisfactory to Conexant that the pledge of stock of Mexicali
                  has been duly recorded in the Mexicali Shareholders' and
                  Shares' Registry Books.

                  2.3.9.5. In respect of Conexant Systems Korea, Ltd. ("KOREA"),
                  (a) evidence reasonably satisfactory to Conexant that the
                  pledge of Pledged Securities of Korea has been registered in
                  the shareholders list of Korea, and (b) an endorsement on each
                  share certificate representing the Pledged Securities of Korea
                  in favor of Conexant as pledgee.

                  2.3.9.6. In respect of LeaderCo Japan KK ("JAPAN"), (a)
                  evidence reasonably satisfactory to Conexant that the pledge
                  of shares of Japan has been registered in the shareholders
                  list of Japan, and (b) a recordation of Conexant as a pledgee
                  on each share certificate representing Pledged Securities of
                  Japan.

                  2.3.9.7. In respect of LeaderCo UK Ltd. ("UK"), (a) evidence
                  reasonably satisfactory to Conexant that (i) Alpha has been
                  recorded as the owner of

                                       9
<PAGE>
                  all the outstanding share capital of UK in the register of
                  members of UK, and (b) the Share Mortgage in respect of all
                  the outstanding share capital of UK, in form reasonably
                  satisfactory to Conexant, duly executed as a deed by Alpha.

         2.3.10. PLEDGED INSTRUMENTS. Originals of each of the Instruments
         referred to in Schedule 5.2.1 (5), duly endorsed for transfer or
         accompanied by assignment forms or powers endorsed in blank.

         2.3.11. LEGAL OPINIONS. An opinion of counsel for Alpha and the Alpha
         Subsidiaries, dated the Closing Date, substantially in the form annexed
         as Exhibit J-1. An opinion of counsel for Trans-Tech, Inc., dated the
         Closing Date, substantially in the form annexed as Exhibit J-2.

         2.3.12. FEES AND EXPENSES. Evidence reasonably satisfactory to Conexant
         that Alpha has paid all transfer, UCC, Patent and Trademark Office,
         mortgage, notary, documentary, stamp or other filing or recording fees
         or taxes, and title insurance premiums incurred by Conexant in
         connection with the Financing Documents and establishing or perfecting
         the Liens provided in the Security Documents, as set forth in Schedule
         2.3.12.

         2.3.13. OTHER. Such other documents and instruments as Conexant may
         reasonably request to establish, perfect or enforce the Liens granted
         in this Agreement or the other Financing Documents or to protect and
         enforce any rights or remedies provided in this Agreement or the other
         Financing Documents.

2.4. NOTE EXCHANGE. Subject to the terms and conditions set forth in this
Section 2.4, Conexant shall have the right to exchange the Mexicali Note for the
Alpha Exchange Note (the "EXCHANGE RIGHT").

         2.4.1. The Exchange Right may be exercised (i) at any time after the
         date which is 45 calendar days following the Closing Date and before
         two (2) Business Days prior to the Maturity Date, and (ii) only (x) in
         connection with a Transfer permitted by Section 9.4 in respect of which
         Conexant can make the certification provided for in Section 2.4.2.3 (a)
         or (y) with Alpha's consent, and (iii) only once as to the entire
         Mexicali Note.

         2.4.2. To exercise the Exchange Right, Conexant must deliver to Alpha
         an Exchange Notice substantially in the form annexed as Exhibit F,
         appropriately completed in conformity herewith:

                  2.4.2.1. The Exchange Notice shall state the date on which the
                  Mexicali Note will be exchanged for the Alpha Exchange Note
                  (the "EXCHANGE

                                       10
<PAGE>
                  DATE"). The Exchange Date must be a Business Day which is not
                  less than two (2) Business Days after the date the Exchange
                  Notice is given by Conexant.

                  2.4.2.2. The Exchange Notice shall be signed by an executive
                  officer of Conexant and delivered to Alpha in accordance with
                  Section 9.1(a).

                  2.4.2.3. In the Exchange Notice, Conexant shall either (a)
                  certify that it has entered into a binding contract to sell,
                  assign, pledge, hypothecate, securitize, monetize, grant one
                  or more participations or sub-participations in, enter into
                  one or more swap agreements or other derivative transactions
                  in respect of or otherwise transfer ("TRANSFER") a portion or
                  all of its right, title or interest in, to or under the Alpha
                  Notes and the other Financing Documents or (b) request Alpha's
                  consent to the exercise of the Exchange Right.

                  2.4.2.4. Alpha shall promptly, and in any event within two (2)
                  Business Days, either grant or deny any request made by
                  Conexant pursuant to Section 2.4.2.3 (b).

         2.4.3. If the Exchange Right is exercised, on the Exchange Date the
         Mexicali Note and the Alpha Exchange Note shall be exchanged as
         follows:

                  2.4.3.1. Conexant shall deliver to Alpha, against receipt of
                  the Alpha Exchange Note as provided in Section 2.4.3.2, the
                  Mexicali Note, endorsed, without recourse, to Alpha. Such
                  transfer shall be made without representation or warranties of
                  any kind by Conexant except those set forth in Section
                  3-417(3) of the UCC. Conexant shall also deliver to Alpha
                  evidence reasonably satisfactory to Alpha that the Transfer
                  will be consummated promptly after the Exchange.

                  2.4.3.2. Alpha shall issue and deliver to Conexant, against
                  receipt of the Mexicali Note as provided in Section 2.4.3.1,
                  the Alpha Exchange Note, issued in a principal amount equal to
                  the outstanding principal amount of the Mexicali Note on the
                  Exchange Date, dated the Exchange Date, and signed on behalf
                  of Alpha by a duly authorized officer of Alpha.

         2.4.4. If the Exchange Right is exercised, Mexicali, Alpha and Conexant
         hereby agree that, effective immediately upon the consummation of the
         exchange pursuant to Section 2.4.3, the Mexicali Note shall either be:

                  2.4.4.1. contributed by Alpha to the capital of Mexicali, in
                  which case (1) Alpha shall, on the Exchange Date, deliver the
                  Mexicali Note to

                                       11
<PAGE>
                  Mexicali, endorsed by Alpha as "paid in full and canceled" and
                  (2) Mexicali shall deliver to Alpha (with a copy to Conexant)
                  an acknowledgment of such capital contributions; or

                  2.4.4.2. exchanged for cash and/or in cancellation of
                  inter-company indebtedness between Alpha and Mexicali and/or a
                  new promissory note issued by Mexicali which shall be
                  subordinated and junior in right of payment to the prior
                  payment in full of all Obligations on the terms satisfactory
                  to Conexant in its sole discretion, which terms will be
                  incorporated into any promissory note issued by Mexicali,
                  effective as of the Exchange Date, as fully as if set forth
                  herein and therein.

         2.4.5. If the Exchange Right is exercised, Alpha shall on the Exchange
         Date, immediately after the consummation of the exchange pursuant to
         Section 2.4.3, deliver to Conexant any note issued pursuant to Section
         2.4.4.2, accompanied by an assignment duly endorsed in blank by Alpha,
         to be held as Collateral securing the payment and performance of the
         Obligations in accordance with the provisions of this Agreement.

         2.4.6. Mexicali shall promptly, and in no event later than five
         Business Days after the Exchange Date, file, individually or jointly
         with Conexant as required by Mexican law, at the Public Registry of
         Property and Commerce (Registro Publico de la Propiedad y de Comercio)
         of the city of Mexicali, State of Baja California, Mexico, an
         annotation on the records relating to the Mexican Mortgage deed and
         such other instruments and documents as Conexant may reasonably request
         to assure that the security interest and mortgage Lien of the Mexican
         Mortgage secures the Alpha Exchange Note and that such security
         interest and mortgage Lien is a legal, valid, binding, enforceable and
         fully perfected, first-priority security interest and mortgage Lien,
         subject only to Permitted Liens. Mexicali, Alpha and the Obligors shall
         execute and deliver such documents, including, without limitation,
         amendments to the U.S. Mortgages, and updates to any title insurance
         policy delivered to Alpha on the Closing Date in respect of
         Trans-Tech's property in Frederick, Maryland, as Conexant may
         reasonably request to assure that the security interest and mortgage
         Lien of the U.S. Mortgages secures the Alpha Exchange Note and that
         such security interest and mortgage Lien is a legal, valid, binding,
         enforceable and fully perfected, first-priority security interest and
         mortgage Lien.

         2.4.7. Alpha shall pay or reimburse Conexant for all fees, costs, and
         expenses associated with the filings referred to in Section 2.4.7,
         including all mortgage, notary, documentary, stamp or other filing or
         recording fees or taxes related thereto, title insurance premiums in
         respect of Trans-Tech's property in Frederick, Maryland and reasonable
         attorney fees and expenses related thereto, within 10

                                       12
<PAGE>
         Business Days after Conexant's request therefor and delivery to Alpha
         of an invoice, statement of account or other appropriate documentation.

         2.4.8. The Alpha Exchange Note shall be an Alpha Obligation from and
         after the time it is issued and delivered as herein provided.
         Mexicali's obligations under this Section 2.4 shall be Mexicali
         Obligations.

2.5.     PAYMENTS AND PREPAYMENTS.

         2.5.1. ADDRESS FOR PAYMENT. Payments of both principal and interest on
         Revolving Loans and Acquisition Notes shall be made by wire transfer,
         in lawful money of the United States of America in immediately
         available funds, to the account of Conexant at Comerica Bank, Detroit,
         Michigan, ABA #072000096, Account Number 1850967629 (or at any other
         place in the United States of America previously designated by Conexant
         at least ten (10) Business Days before the given payment date), not
         later than 11:00 a.m. (Pacific time).

         2.5.2. PAYMENTS ON A BUSINESS DAY. If any payment on any Revolving Loan
         or Acquisition Note becomes due and payable on a Saturday, Sunday or
         other day on which commercial banks in Michigan are authorized or
         required by law to close, the date for payment thereof shall be
         extended to the next succeeding business day. Interest on the
         outstanding principal amount of any Revolving Loan or Acquisition Note
         shall accrue during such extension at the then Applicable Rate.

                                   SECTION 3

                                   GUARANTIES


3.1. ALPHA GUARANTY. Alpha hereby unconditionally and irrevocably guaranties, as
primary obligor and not merely as a surety, (x) the due and punctual payment and
performance, as and when due, of all Mexicali Obligations and (y) the payment of
all Mexicali Obligations, whether or not due and payable by Mexicali, upon the
occurrence of any Bankruptcy Event in respect of Mexicali, such amount to be
paid on demand.

3.2. ALPHA SUBSIDIARY GUARANTY. Each Alpha Subsidiary, jointly and severally
with each other Alpha Subsidiary, hereby unconditionally and irrevocably
guaranties, as primary obligor and not merely as a surety, (x) the due and
punctual payment and performance, as and when due, of all Mexicali Obligations
and Alpha Obligations and (y) the payment of all Mexicali Obligations and Alpha
Obligations, whether or not due and payable by Mexicali or Alpha, upon the
occurrence of any Bankruptcy Event in respect of Mexicali or Alpha, such amount
to be paid on demand.


                                       13
<PAGE>
         3.2.1. LIMITATION ON ALPHA SUBSIDIARY GUARANTY. Anything contained in
         Section 3.2 to the contrary notwithstanding, the obligations of each
         Alpha Subsidiary hereunder shall be limited to a maximum aggregate
         amount equal to the greatest amount that would not render such Alpha
         Subsidiary's obligations hereunder (x) unlawful under any applicable
         foreign law or (y) subject to avoidance as a fraudulent transfer or
         conveyance under Section 548 of Title 11 of the United States Code or
         any provisions of applicable state law or similar laws of other
         jurisdictions (collectively, the "FRAUDULENT TRANSFER LAWS"), in each
         case after giving effect to all other liabilities of such Alpha
         Subsidiary, contingent or otherwise, that are relevant under the
         Fraudulent Transfer Laws (specifically excluding, however, in the case
         of any Alpha Subsidiary organized under the laws of any state, any
         liabilities of such Alpha Subsidiary (a) in respect of intercompany
         indebtedness to Alpha or Affiliates of Alpha to the extent that such
         indebtedness would be discharged in an amount equal to the amount paid
         by such Alpha Subsidiary hereunder and (b) under any guaranty of senior
         unsecured indebtedness or indebtedness subordinated in right of payment
         to the Obligations guarantied hereunder which guaranty contains a
         limitation as to maximum amount similar to that set forth in this
         Section, pursuant to which the liability of such Alpha Subsidiary
         hereunder is included in the liabilities taken into account in
         determining such maximum amount) and after giving effect as assets to
         the value (as determined under the applicable provisions of the
         Fraudulent Transfer Laws) of any rights to subrogation, contribution,
         reimbursement, indemnity or similar rights of such Alpha Subsidiary
         pursuant to (i) applicable law, (ii) Section 3.2.2 or (iii) any other
         agreement providing for an equitable allocation among such Alpha
         Subsidiary and other Affiliates of Alpha of obligations arising under
         guaranties by such parties.

         3.2.2. CONTRIBUTION. Each Alpha Subsidiary (a "CONTRIBUTING GUARANTOR")
         agrees, subject to the other provisions in this Section, that, in the
         event a payment shall be made by any other Alpha Subsidiary hereunder
         or assets of any other Alpha Subsidiary shall be sold pursuant to any
         Security Document to satisfy a claim of Conexant hereunder and such
         other Alpha Subsidiary (a "CLAIMING GUARANTOR") shall not have been
         fully indemnified by Alpha, to the extent permitted by applicable law,
         the Contributing Guarantor shall indemnify the Claiming Guarantor in an
         amount equal to the amount of such payment or the greater of the book
         value or the fair market value of such assets, as the case may be, in
         each case multiplied by a fraction of which the numerator shall be the
         net worth of the Contributing Guarantor on the Closing Date and the
         denominator shall be the net worth of all the Alpha Subsidiaries on the
         Closing Date (or, in the case of any person that becomes a Guarantor
         pursuant to Section 9.11 hereof, the date the Financing Agreement
         Supplement is executed). Notwithstanding the foregoing, all rights of
         the Alpha Subsidiaries under this Section 3.2.2 and all

                                       14
<PAGE>
         other rights of indemnity, contribution and subrogation under
         applicable law or otherwise shall be fully subordinated to the
         indefeasible payment in full in cash of the Obligations. No failure on
         the part of any Alpha Subsidiary to make the payments required by this
         Section 3.2.2 (or any other payments required under applicable law or
         otherwise) shall in any respect limit the obligations and liabilities
         of any other Guarantor with respect to its obligations hereunder, and
         each Guarantor shall remain liable for the full amount of the
         obligations of such Guarantor hereunder.

         3.2.3. INFORMATION. Each of the Alpha Subsidiaries assumes all
         responsibility for being and keeping itself informed of Alpha's and
         Mexicali's financial condition and assets, and of all other
         circumstances bearing upon the risk of nonpayment of the Obligations
         guarantied hereunder and the nature, scope and extent of the risks that
         such Alpha Subsidiary assumes and incurs hereunder, and agrees that
         Conexant will have no duty to advise any Alpha Subsidiary of
         information known to it regarding such circumstances or risks.

3.3. EXPENSES. The Guarantors, jointly and severally, agree to pay all
reasonable out-of-pocket costs and expenses of Conexant in connection with the
enforcement of this Guaranty (including the reasonable fees and disbursements of
outside counsel employed by Conexant).

3.4. GUARANTY OF PAYMENT. The Guarantors, jointly and severally, agree that this
Guaranty constitutes a guaranty of payment when due and not of collection, and
waive any right to require that any resort be had by Conexant to any of the
Collateral or other security held for payment of the Obligations guarantied
hereunder or to offset any credit on the books of Conexant in favor of any
Guarantor or any other person.

3.5. UNCONDITIONAL GUARANTY. The liability of each Guarantor hereunder is
primary, absolute and unconditional and is exclusive and independent of any
security for, or other guaranty of, the indebtedness of Alpha or Mexicali
whether executed by such Guarantor, any other Guarantor, any other guarantor or
by any other person, and the liability of each Guarantor hereunder shall not be
affected or impaired by any circumstance or occurrence whatsoever, including
without limitation: (a) any direction as to application of payment by Alpha,
Conexant or by any other person, (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or any other person as to the
Obligations guarantied hereunder, (c) any payment on or in reduction of any such
other guaranty or undertaking, (d) any payment made to Conexant on the
Obligations guarantied hereunder which Conexant repays Alpha, Mexicali or any
other Guarantor pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and each Guarantor
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding, (e) any action or inaction by Conexant as
contemplated in Section 3.8 hereof or (f) any invalidity, irregularity or


                                       15
<PAGE>
unenforceability of all or any part of the Obligations guarantied hereunder or
of any security therefor.

3.6. INDEPENDENT OBLIGATIONS. The obligations of each Guarantor hereunder are
independent of the obligations of any other Guarantor, any other guarantor,
Alpha or Mexicali, and a separate action or actions may be brought and
prosecuted against each Guarantor whether or not action is brought against any
other Guarantor, any other guarantor, Alpha or Mexicali and whether or not any
other Guarantor, any other guarantor, Alpha or Mexicali is joined in any such
action or actions.

3.7. WAIVER OF NOTICES. Each Guarantor hereby waives notice of acceptance of
this Guaranty and notice of any liability to which it may apply, and waives
promptness, diligence, presentment, demand of payment, protest, notice of
dishonor or nonpayment of any such liabilities, suit or taking of other action
by Conexant or against, and (to the maximum extent permitted by applicable law)
any other notice to, any person liable thereon (including such Guarantor, any
other Guarantor, any other guarantor, Alpha or Mexicali). This Guaranty is a
continuing one and all liabilities to which it applies or may apply under the
terms hereof shall be conclusively presumed to have been created in reliance
hereon.

3.8. NO RELEASE OF GUARANTY. Conexant may at any time and from time to time
without the consent of, or notice to, any Guarantor (except as shall be required
by applicable law and cannot be waived), without incurring responsibility to
such Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

         (i) change the manner, place or terms of payment of, and/or change or
         extend the time of payment of, renew, alter or increase, any of the
         Obligations guarantied hereunder (including any increase or decrease in
         the rate of interest thereon), any security therefor, or any liability
         incurred directly or indirectly in respect thereof, and the Guaranty
         herein made shall apply to the Obligations guarantied hereunder as so
         changed, extended, renewed, altered or increased;

         (ii) take and hold security for the payment of the Obligations
         guarantied hereunder and sell, exchange, release, surrender, impair,
         realize upon or otherwise deal with in any manner and in any order any
         Collateral or other property by whomsoever at any time pledged or
         mortgaged to secure, or howsoever securing, the Obligations guarantied
         hereunder or any liabilities (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and/or
         any offset against such property;

         (iii) exercise or refrain from exercising any rights against Alpha or
         Mexicali, any other Guarantor or other guarantors, or otherwise act or
         refrain from acting;


                                       16
<PAGE>
         (iv) release or substitute any one or more endorsers, Guarantors, other
         guarantors, Alpha or other obligors or any Collateral or other security
         for the Obligations;

         (v) settle or compromise any of the Obligations guarantied hereunder,
         any Collateral or other security therefor or any liability (including
         any of those hereunder) incurred directly or indirectly in respect
         thereof or hereof, and may subordinate the payment of all or any part
         thereof to the payment of any liability (whether due or not) of Alpha
         or Mexicali to creditors of Alpha or Mexicali other than Conexant;

         (vi) apply any sums by whomsoever paid or howsoever realized to any
         liability or liabilities of Alpha or Mexicali to Conexant regardless of
         what liabilities of Alpha or Mexicali remain unpaid;

         (vii) consent to or waive any breach of, or any act, omission or
         default under, any of the Financing Documents or any of the instruments
         or agreements referred to therein, or otherwise amend, modify or
         supplement any of the Financing Documents or any of such other
         instruments or agreements;

         (viii) act or fail to act in any manner referred to in this Guaranty
         which may deprive such Guarantor of its right to subrogation against
         Alpha or Mexicali to recover full indemnity for any payments made
         pursuant to this Guaranty; and/or

         (ix) take any other action which would, under otherwise applicable
         principles of common law, give rise to a legal or equitable discharge
         of such Guarantor from its liabilities under this Guaranty.

3.9. SUBORDINATION AND SUBROGATION. Upon payment by any Guarantor of any sums to
Conexant as provided above, all rights of such Guarantor arising as a result
thereof by way of subrogation, contribution, reimbursement, indemnity or
otherwise shall in all respects be subordinate and junior in right of payment to
the prior payment in full in cash of all the Obligations. In addition, any
indebtedness of Alpha or Mexicali or any other Guarantor now or hereafter held
by any Guarantor is hereby subordinated in right of payment to the prior payment
in full of the Obligations. If any amount shall erroneously be paid to any
Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of Alpha or Mexicali or
any Guarantor, and if an Event of Default shall have occurred and be continuing,
such amount shall be paid to Conexant to be credited against the payment of the
Obligations guarantied hereunder. After the occurrence and during the
continuance of an Event of Default, if so requested by Conexant, any
indebtedness of Alpha or Mexicali or another Guarantor held by any Guarantor
shall be collected, enforced and received by such Guarantor as trustee for
Conexant and be paid over to Conexant on

                                       17
<PAGE>
account of the Obligations guarantied hereunder, but without affecting or
impairing in any manner the liability of any Guarantor under the other
provisions of this Guaranty. Each Guarantor hereby agrees that it will not
exercise any right of subrogation, contribution, reimbursement, or indemnity
which it may at any time have as a result of this Guaranty (whether contractual,
under Section 509 of the Bankruptcy Code or otherwise) until all Obligations
guarantied hereunder have been paid in full in cash.

3.10. CERTAIN ACTIONS WAIVED. Each Guarantor waives any right (except as shall
be required by applicable law and cannot be waived) to require Conexant to: (i)
proceed against Alpha, Mexicali or any other Guarantor, any other guarantor of
the Obligations guarantied hereunder or any other person; (ii) proceed against
or exhaust any Collateral or any other security held from Alpha, Mexicali, any
other Guarantor, any other guarantor of the Obligations guarantied hereunder or
any other person; or (iii) pursue any other remedy in Conexant's power
whatsoever. Each Guarantor waives any defense based on or arising out of any
defense of Alpha, Mexicali or any other Guarantor, any other guarantor of the
Obligations guarantied hereunder or any other person other than payment in full
in cash of the Obligations guarantied hereunder, including, without limitation,
any defense based on or arising out of the disability of Alpha, Mexicali or any
other Guarantor, any other guarantor of the Obligations guarantied hereunder or
any other person, any stay or defense to payment arising out of any Bankruptcy
Event relating to Alpha, Mexicali or any other Guarantor, any other guarantor of
the Obligations guarantied hereunder or the unenforceability of the Obligations
guarantied hereunder or any part thereof from any cause, or the cessation from
any cause of the liability of Alpha, Mexicali or any other Guarantor, any other
guarantor of the Obligations guarantied hereunder or any other person, other
than payment in full in cash of the Obligations guarantied hereunder. Conexant
may, at its election, foreclose on any collateral or any other security held by
Conexant by one or more judicial or non-judicial sales (to the extent such sale
is permitted by applicable law), or exercise any other right or remedy Conexant
may have against Alpha, Mexicali or any other person, or any Collateral or other
security, without affecting or impairing in any way the liability of any
Guarantor hereunder except to the extent the Obligations guarantied hereunder
have been paid in full in cash. Each Guarantor waives any defense arising out of
any such election by Conexant, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against Alpha, Mexicali or any other person or any Collateral or
other security for the Obligations.

3.11. CALIFORNIA REAL PROPERTY WAIVERS. Each Guarantor hereby acknowledges and
affirms that it understands that to the extent that Obligations guarantied
hereunder are secured by real property located in the State of California, such
Guarantor shall be liable for the full amount of its liability hereunder except
to the extent that the Obligations have been paid in full in cash, whether
pursuant to a foreclosure on such real property by trustee sale or by Conexant's
action against Alpha, any Guarantor, or any other guarantor

                                       18
<PAGE>
of the Obligations guarantied hereunder. In accordance with Section 2856 of the
California Civil Code, each Guarantor hereby waives:

         (a) all rights of subrogation, reimbursement, indemnification, and
         contribution and any other rights and defenses that are or may become
         available to such Guarantor by reason of Sections 2787 to 2855,
         inclusive, 2899 and 3433 of the California Civil Code;

         (b) all rights and defenses that such Guarantor may have because the
         Obligations guarantied hereunder are secured by real property located
         in the State of California. This means, among other things: (A)
         Conexant may collect from such Guarantors without first foreclosing on
         any real or personal property collateral pledged by Alpha or any other
         Obligor; and (B) if Conexant forecloses on any real property collateral
         pledged by Alpha or any other Obligor, (1) the amount of the
         Obligations guarantied hereunder may be reduced only by the price for
         which that collateral is sold at the foreclosure sale, even if the
         collateral is worth more than the sale price, and (2) Conexant may
         collect from such Guarantor even if Conexant, by foreclosing on the
         real property collateral, has destroyed any right such Guarantor may
         have to collect from Alpha. This is an unconditional and irrevocable
         waiver of any rights and defenses such Guarantor may have because the
         Obligations guarantied hereunder are secured by real property located
         in the State of California. These rights and defenses include, but are
         not limited to, any rights or defenses based upon Section 580a, 580b,
         580d or 726 of the California Code of Civil Procedure; and

         (c) all rights and defenses arising out of an election of remedies by
         Conexant, even though that election of remedies, such as a non-judicial
         foreclosure with respect to security for the Obligations guarantied
         hereunder, has destroyed such Guarantor's rights of subrogation and
         reimbursement against Alpha by the operation of Section 580d of the
         California Code of Civil Procedure or otherwise.

Each Guarantor warrants and agrees that each of the waivers set forth above is
made with full knowledge of its significance and consequences and that if any of
such waivers are determined to be contrary to any applicable law or public
policy, such waivers shall be effective only to the maximum extent permitted by
law.

3.12. REINSTATEMENT. Each Guarantor agrees that this Guaranty shall continue to
be effective or be reinstated, as the case may be, if at any time any payment
(in whole or in part) of any of the Obligations guarantied hereunder is
rescinded or must otherwise be restored by Conexant upon the insolvency,
bankruptcy or reorganization of Alpha or any other Guarantor or otherwise, as
though such payment had not been made.


                                       19
<PAGE>
                                   SECTION 4

                               SECURITY INTERESTS


4.1. GRANT OF SECURITY INTEREST. As security for the prompt and complete payment
and performance when due of all Obligations, each Obligor hereby assigns,
transfers, mortgages, hypothecates, pledges and grants a security interest to,
and charges in favor of, Conexant in all Collateral in which such Obligor has
any right, title or interest, whether now existing or hereafter acquired.

4.2. FILINGS. Each Obligor hereby authorizes Conexant to file such financing
statements (including fixture filings), continuation statements or amendments of
financing statements, each in form reasonably acceptable to Conexant, as
Conexant may from time to time reasonably deem necessary to establish and
maintain a valid, enforceable, first-priority, perfected security interest in
the Collateral, subject only to Permitted Liens, as provided herein and in the
other Security Documents, and the other rights and security contemplated hereby
and thereby, all in accordance with the UCC as enacted in any and all relevant
jurisdictions, or any other relevant law. Such financing statements may describe
the Collateral in the same manner as described in this Agreement or may contain
a indication or description of collateral that describes such property in any
other manner as Conexant may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the
collateral granted to Conexant in connection herewith, including, without
limitation, describing such property as "all assets" or "all personal property",
whether now existing or hereafter acquired. Each such Obligor hereby authorizes
Conexant to file any such financing statements without the signature of the
Obligor where permitted by law. Conexant is hereby authorized to make filings
with the United States Patent and Trademark Office or the United States
Copyright Office (or any successor office or central registry), filings with
mortgage recording offices and filings with such other governmental authorities
as Conexant may consider reasonably necessary or appropriate for the purpose of
perfecting, confirming, continuing, enforcing or protecting the security
interests and Liens granted by each Obligor. Each Obligor agrees to execute,
deliver and record or file, as appropriate, all such mortgages, agreements,
notices or other instruments as Conexant may from time to time reasonably
request and which are reasonably necessary to establish, maintain, preserve,
perfect or protect a first-priority, perfected Lien on any Collateral outside
the United States or in which Conexant otherwise does not have a fully
perfected, first-priority Lien at any time, subject to Permitted Liens.

4.3. POWER OF ATTORNEY. Each Obligor hereby constitutes and appoints Conexant
its true and lawful attorney, irrevocably, with full power after the occurrence
of and during the continuance of an Event of Default (in the name of the Obligor
or otherwise) (i) to

                                       20
<PAGE>
act, require, demand, receive, compound and give acquittance for any and all
moneys and claims for moneys due or to become due to such Obligor under or
arising out of the Collateral, (ii) to endorse any checks or other instruments
or orders in connection therewith, (iii) to sign in the name of any Obligor and
record any document which may be required by the United States Patent and
Trademark Office or the United States Copyright Office in order to effect an
absolute assignment of all right, title and interest in each Trademark, Patent
and Copyright in which Conexant has been granted a security interest hereunder,
(iv) to file any claims or take any action or institute any proceedings which
Conexant may reasonably deem to be necessary or advisable to protect or enforce
its security interest in the Collateral and (v) to execute, deliver, record or
file any other document or instrument and take such other actions as it
considers appropriate in connection with the perfection, protection or
enforcement of its security interest in the Collateral, the possession,
maintenance, preparation for sale, foreclosure, sale, lease, exchange or other
disposition or release of any Collateral or the exercise of any rights or
remedies provided in this Agreement or the other Financing Documents, which
appointment as attorney is coupled with an interest.

4.4. DELIVERY OF COLLATERAL. Each Obligor agrees promptly to deliver or cause to
be delivered to Conexant any and all certificated securities, notes, negotiable
documents, chattel paper or instruments representing Collateral, accompanied by
assignments or powers duly executed in blank or other instruments of transfer
reasonably satisfactory to Conexant for such Collateral as Conexant may
reasonably request.

4.5. FURTHER ACTIONS. Each Obligor will promptly notify Conexant of any property
of the type referred to in Section 5.2.1 which is acquired by such Obligor after
the Closing Date, which has a fair market value or acquisition price,
individually of not more than $100,000, and in the aggregate with any such other
property acquired after the Closing Date and not the subject of a prior
notification to Conexant under this Section of $500,000 and in the case of any
such after-acquired property which is also referred to in Section 5.2.2, the
information concerning such property set forth in Section 5.2.2. Each Obligor
will, at its own expense and upon the reasonable written request of Conexant,
make, execute, endorse, acknowledge, file and/or deliver to Conexant from time
to time such lists, descriptions and designations of its Collateral, warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, certificates, reports
and other assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, which Conexant deems reasonably appropriate or advisable to preserve,
protect or perfect its security interest in the Collateral, whether or not such
security interest is perfected on the Closing Date.

4.6. NO ASSUMPTION OF LIABILITY. The security interests hereunder are granted as
security only and shall not subject Conexant to, or in any way alter or modify,
any

                                       21
<PAGE>
obligation or liability of any Obligor with respect to or arising out of the
Collateral. Each Obligor shall remain liable to observe and perform all the
conditions and obligations to be observed and performed by it under any
indenture, contract, lease, agreement or instrument that is or relates to
Collateral, all in accordance with the terms thereof, and each Obligor, jointly
and severally, agrees to indemnify and hold harmless Conexant from and against
any and all liability for such performance.

4.7. CHANGE OF NAME OR JURISDICTION. Each Obligor agrees promptly to notify
Conexant in writing of any change in (i) its name, (ii) the jurisdiction where
it is organized, (iii) the nature of its corporate, partnership, limited
liability company or other legal structure, or (iv) its federal taxpayer
identification number. Each Obligor agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the UCC or otherwise that are required in order for Conexant to continue at all
times following such change to have a valid, legal and perfected interest in the
Collateral having the same priority as it held prior to such change.

4.8. COLLATERAL RECORDS. Each Obligor agrees to maintain, at its own cost and
expense, such complete and accurate records with respect to the Collateral owned
by it as is consistent with its current practices, but in any event to include
accounting records that are complete and accurate in all material respects and
indicate all payments and proceeds received with respect to any part of the
Collateral, and, at such time or times as Conexant may reasonably request,
promptly to prepare and deliver to Conexant a duly certified schedule or
schedules in form and detail reasonably satisfactory to Conexant showing the
identity, amount and location of any and all Collateral.

4.9. INSPECTION AND VERIFICATION. Each Obligor will permit Conexant, by its
respective representatives and agents to inspect, during normal business hours
and on reasonable notice (but, unless a Default or Event of Default has occurred
and is continuing, no more frequently than once every three months), the
Collateral, all records related thereto (and to make extracts and copies from
such records) and the premises upon which any of the Collateral is located, to
discuss the Obligor's affairs with the officers of such Obligor and to verify
under reasonable procedures the validity, amount, quality, quantity, value,
condition and status of, or any other matter relating to, the Collateral.

4.10. TAXES; LIENS. At its option at any time after ten (10) days' notice to the
applicable Obligor (or, to the extent Conexant deems it reasonably necessary to
act prior to the end of such ten (10) day notice period in order to preserve the
Collateral or the security interest created therein, any shorter notice period),
Conexant may discharge past due taxes, assessments, charges, fees or any Liens
(other than Permitted Liens) at any time levied or placed on the Collateral and
may pay for maintenance and preservation of the Collateral to the extent any
Obligor fails to do so as required by this Agreement, and each Obligor jointly
and severally agrees to reimburse Conexant on demand for any

                                       22
<PAGE>
payment made or expense incurred by Conexant pursuant to this Section; provided,
however, that nothing in this Section shall be interpreted as excusing any
Obligor from the performance of, or imposing any obligation on Conexant to cure
or perform, any covenants or other promises of any Obligor with respect to
taxes, assessments, charges, fees or Liens as set forth herein.

4.11. PROTECTION OF SECURITY. Each Obligor will do nothing to impair the rights
of Conexant in the Collateral. Each Obligor shall, at its own cost and expense,
take any and all commercially reasonable actions necessary to defend its title
to the Collateral against all persons and to defend the security interest of
Conexant granted hereby, and the priority thereof, against any Liens (other than
Permitted Liens).

4.12. USE AND DISPOSITION OF COLLATERAL. None of the Obligors shall make or
permit to be made an assignment, pledge, mortgage, charge or hypothecation of
the Collateral or shall grant any other Lien (other than Permitted Liens) in
respect of the Collateral. None of the Obligors shall make or permit to be made
any transfer of the Collateral to any third party other than as permitted by
this Agreement. Each Obligor shall remain at all times in possession or control
of the Collateral owned by it, except as otherwise permitted by this Agreement.
Unless and until Conexant shall notify the Obligors that an Event of Default
shall have occurred and be continuing and that during the continuance thereof
the Obligors shall not sell, convey, lease, assign, transfer or otherwise
dispose of any Collateral other than inventory in the ordinary course of
business (which notice may be given by telephone if promptly confirmed in
writing), the Obligors may use and dispose of the Collateral in any lawful
manner that is consistent with the provisions of this Agreement and the other
Financing Documents. Each Obligor agrees that it shall not permit any Inventory
to be in the possession or control of any warehouseman, bailee, agent or
processor located in the United States at any time unless such warehouseman,
bailee, agent or processor shall have been notified of the security interest
granted hereby and such Obligor shall have taken all commercially reasonable
steps necessary to obtain the agreement from such warehouseman, bailee, agent or
processor in writing to hold the Inventory subject to the security interest
granted hereby and the instruction of Conexant and to waive and release any Lien
held by it with respect to such Inventory, whether arising by operation of law
or otherwise.

4.13. LIMITATION OF MODIFICATION OF RECEIVABLES. None of the Obligors will,
without Conexant's prior written consent, which consent shall not be
unreasonably withheld, grant any extension of time of payment of any of the
Receivables, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any person liable for the payment
thereof or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business in accordance with such commercially prudent and
standard practices used in industries that are the same as or similar to those
in which such Obligor is engaged.


                                       23
<PAGE>
4.14. COVENANTS REGARDING PATENTS, TRADEMARKS AND COPYRIGHTS.

         4.14.1. Each Obligor agrees that it will not, nor will it knowingly
         permit any of its licensees to, do any act, or omit to do any act,
         whereby any Patent which is material to the conduct of such Obligor's
         business may become transferred, invalidated or dedicated to the
         public, and agrees that it shall continue to mark all products covered
         by any claim of a Patent that is material to the conduct of such
         Obligor's business with the relevant patent number as necessary and
         sufficient to establish and preserve its rights under applicable patent
         laws consistent with such commercially prudent and standard practices
         used in industries that are the same or similar to those in which such
         Obligor is engaged.

         4.14.2. Each Obligor will, and will ensure that its licensees and
         sublicensees will, for each Trademark held in the name of such Obligor
         that is material to the conduct of such Obligor's business, (i)
         maintain such Trademark in full force free from any claim of
         abandonment or invalidity for non-use, (ii) monitor and uphold the
         quality of goods and services marked or provided with the Trademarks,
         and (iii) display such Trademark in commerce with a "(TM)", "SM" or
         notice of Federal registration, as the case may be.

         4.14.3. Each Obligor will, and will ensure that its licensees will, for
         each work covered by a Copyright that is material to the conduct of
         such Obligor's business, publish, reproduce, display, adopt and
         distribute the work with appropriate copyright notice as necessary and
         sufficient to establish and preserve its rights under applicable
         copyright laws in accordance with such commercially prudent and
         standard practices used in industries that are the same or similar to
         those in which such Obligor is engaged.

         4.14.4. Each Obligor shall notify Conexant promptly in writing if it
         knows or has reason to know that any Patent, Trademark or Copyright
         held in the name of such Obligor that is material to the conduct of its
         business may become abandoned, invalidated or rendered unenforceable,
         assigned in whole or in part, or dedicated to the public (including the
         institution of, or any such determination or development in, any
         proceeding in the United States Patent and Trademark Office or the
         United States Copyright Office) regarding such Obligor's ownership of
         such material Patent, Trademark or Copyright, its right to register the
         same, or to maintain the same.

         4.14.5. Each Obligor will take all commercially reasonable necessary
         steps in any proceeding before the United States Patent and Trademark
         Office or the United States Copyright Office or any office or agency in
         any political subdivision of the United States, to maintain and pursue
         each application relating to any Patent, Trademark or Copyright that is
         material to the conduct of such Obligor's business (and to obtain the
         granting or registration of such Patents, Trademarks and/or Copyrights,
         as applicable) and to maintain each issued Patent and each registration
         of Trademarks and Copyrights that is held in the name of such Obligor
         and is material to the conduct of such Obligor's business,

                                       24
<PAGE>
         including timely filings of applications for renewal, affidavits of
         use, affidavits of incontestability and payment of maintenance fees,
         and such other actions, in each case, consistent with such commercially
         prudent and standard practices used in industries that are the same or
         similar to those in which such Obligor is engaged.

         4.14.6. Within thirty (30) days of the acquisition or issuance of any
         Patent, registered Copyright or registered Trademark or the filing of
         an application for registration of a Patent, Trademark, or Copyright,
         the relevant Obligor shall, at its own expense, deliver to Conexant a
         copy of the Copyright, certificate or registration of, or evidence of
         the application for, such Patent, Trademark or Copyright, as the case
         may be, together with a duly executed assignment for security as to
         such Patent, Trademark, or Copyright, as the case may be, in form and
         substance reasonably satisfactory to Conexant.

         4.14.7. In the event that any Obligor has reason to believe that any
         Collateral consisting of a Patent, Trademark, Copyright or trade secret
         held in the name of such Obligor and material to the conduct of such
         Obligor's business has been or is about to be infringed,
         misappropriated or diluted by a third party, such Obligor promptly
         shall notify Conexant in writing (where such infringement,
         misappropriation or dilution is reasonably likely to have a Material
         Adverse Effect) and shall take such actions as such Obligor deems
         appropriate under the circumstances to enjoin and/or seek redress for
         such infringement, misappropriation or dilution and protect such
         Collateral in accordance with such commercially prudent and standard
         practices used in industries that are the same as or similar to those
         in which such Obligor is engaged.

         4.14.8. Upon and during the continuance of an Event of Default, each
         Obligor shall use all commercially reasonable efforts to obtain all
         requisite consents or approvals by the licensor of each Copyright,
         Patent or Trademark licensed to such Obligor by a third party to effect
         the assignment of all of such Obligor's right, title and interest
         thereunder to Conexant or its designee.

4.15.    COVENANTS REGARDING PLEDGED SECURITIES.

         4.15.1. VOTING RIGHTS, DIVIDENDS AND INTEREST; NO DEFAULT. Unless and
         until an Event of Default shall have occurred and be continuing:

                  (1) Each Obligor shall be entitled to exercise any and all
                  voting and/or other consensual rights and powers inuring to an
                  owner of Pledged

                                       25
<PAGE>
                  Securities or any part thereof for any purpose; provided,
                  however, that such Obligor will not be entitled to exercise
                  any such right if the result thereof could reasonably be
                  expected to materially and adversely affect the rights inuring
                  to a holder of the Pledged Securities or the rights and
                  remedies of Conexant under this Agreement or any other
                  Financing Document or the ability of Conexant to exercise the
                  same; provided, further, that the voting by an Obligor of
                  Pledged Securities for, or the Obligor's consent to, (x) the
                  election of directors at regularly scheduled annual or other
                  meetings of stockholders (or any adjournment thereof) or (y)
                  any action otherwise permitted by this Agreement or any other
                  Financing Document shall not be deemed to materially and
                  adversely affect the rights and remedies of Conexant under
                  this Agreement or any other Financing Document or the ability
                  of Conexant to exercise the same.

                  (2) Each Obligor shall be entitled to receive and retain any
                  and all cash dividends, distributions, interest and principal
                  paid on the Pledged Securities to the extent and only to the
                  extent that such cash dividends, distributions, interest and
                  principal are permitted by the terms and conditions of this
                  Agreement and the other Financing Documents and applicable
                  laws. All noncash dividends, distributions, interest and
                  principal, and all dividends, distributions, interest and
                  principal paid or payable in cash or otherwise in connection
                  with a partial or total liquidation or dissolution, return of
                  capital, capital surplus or paid-in surplus, and all other
                  distributions (other than distributions referred to in the
                  preceding sentence) made on or in respect of the Pledged
                  Securities, whether paid or payable in cash or otherwise,
                  whether resulting from a subdivision, combination or
                  reclassification of the outstanding capital stock of the
                  issuer of any Pledged Securities or received in exchange for
                  Pledged Securities or any part thereof, or in redemption
                  thereof, or as a result of any merger, consolidation,
                  acquisition or other exchange of assets to which such issuer
                  may be a party or otherwise, shall be and become part of the
                  Collateral, and, if received by any Obligor, shall not be
                  commingled by such Obligor with any of its other funds or
                  property but shall be held separate and apart therefrom, shall
                  be held in trust for the benefit of Conexant and shall be
                  forthwith delivered to Conexant in the same form as so
                  received (with any necessary endorsement).

                  (3) Conexant shall execute and deliver to each Obligor, or
                  cause to be executed and delivered to each Obligor, all such
                  proxies, powers of attorney and other instruments as such
                  Obligor may reasonably request for the purpose of enabling
                  such Obligor to exercise the voting and/or consensual rights
                  and powers it is entitled to exercise pursuant to subparagraph
                  (1) above and to receive the cash dividends it is entitled to
                  receive pursuant to

                                       26
<PAGE>
                  subparagraph (2) above.

         4.15.2. VOTING RIGHTS, DIVIDENDS, AND INTEREST; AFTER DEFAULT. Upon the
         occurrence and during the continuance of an Event of Default:

                  (1) All rights of any Obligor to dividends, distributions,
                  interest or principal that such Obligor is authorized to
                  receive pursuant to Section 4.15.1 above shall cease, and all
                  such rights shall thereupon become vested in Conexant, which
                  shall have the sole and exclusive right and authority to
                  receive and retain such dividends, distributions, interest or
                  principal. All dividends, distributions, interest or principal
                  received by such Obligor contrary to the provisions of this
                  Section shall be held in trust for the benefit of Conexant,
                  shall be segregated from other property or funds of such
                  Obligor and shall be forthwith delivered to Conexant upon
                  demand in the same form as so received (with any necessary
                  endorsement). Any and all money and other property paid over
                  to or received by Conexant pursuant to the provisions of this
                  Section shall be retained by Conexant in an account to be
                  established by Conexant upon receipt of such money or other
                  property and shall be applied in accordance with the
                  provisions of Section 6.

                  (2) All rights of any Obligor to exercise the voting and
                  consensual rights and powers it is entitled to exercise
                  pursuant to Section 4.15.1 shall cease, and all such rights
                  shall thereupon become vested in Conexant, which shall have
                  the sole and exclusive right and authority to exercise such
                  voting and consensual rights and powers; provided that
                  Conexant shall have the right from time to time following and
                  during the continuance of an Event of Default to permit the
                  Obligors to exercise such rights.

                  (3) Conexant shall have the right (in its sole and absolute
                  discretion) (i) to hold the Pledged Securities in its own name
                  as pledgee, the name of its nominee (as pledgee or as
                  sub-agent), or the name of the Obligors, endorsed or assigned
                  in blank in favor of Conexant and (ii) to exchange the
                  certificates representing Pledged Securities for certificates
                  of smaller or larger denominations for any purpose consistent
                  with this Agreement.

         4.15.3. NOTICES. Each Obligor will promptly provide to Conexant copies
         of any notices or other communications received by it with respect to
         the Pledged Securities registered in the name of such Obligor.


                                       27
<PAGE>
         4.15.4. SECURITIES ACT, ETC. In view of the position of the Obligors in
         relation to the Pledged Securities, or because of other current or
         future circumstances, a question may arise under the Securities Act of
         1933, as now or hereafter in effect, or any similar statute in any
         other jurisdiction or hereafter enacted analogous in purpose or effect
         (such Act and any such similar statute as from time to time in effect
         being called the "SECURITIES LAWS") with respect to any disposition of
         the Pledged Securities permitted hereunder. Each Obligor understands
         that compliance with the Securities Laws might very strictly limit the
         course of conduct of Conexant if Conexant were to attempt to dispose of
         all or any part of the Pledged Securities, and might also limit the
         extent to which or the manner in which any subsequent transferee of any
         Pledged Securities could dispose of the same. Similarly, there may be
         other legal restrictions or limitations affecting Conexant in any
         attempt to dispose of all or part of the Pledged Securities under
         applicable blue sky or other state securities laws or similar laws
         analogous in purpose or effect. Each Obligor recognizes that in light
         of such restrictions and limitations Conexant may, with respect to any
         sale of the Pledged Securities, limit the purchasers to those who will
         agree, among other things, to acquire such Pledged Securities for their
         own account, for investment, and not with a view to the distribution or
         resale thereof. Each Obligor acknowledges and agrees that in light of
         such restrictions and limitations, Conexant, in its sole and absolute
         discretion, (a) may proceed to make such a sale whether or not a
         registration statement for the purpose of registering such Pledged
         Securities or part thereof shall have been filed under the Securities
         Laws and (b) may approach and negotiate with a single potential
         purchaser or a limited number of potential purchasers to effect such
         sale. Each Obligor acknowledges and agrees that any such sale might
         result in prices and other terms less favorable to the seller than if
         such sale were a public sale without such restrictions. In the event of
         any such sales, Conexant shall incur no responsibility or liability for
         selling all or any part of the Pledged Securities at a price that
         Conexant, in its sole and absolute discretion, may in good faith deem
         reasonable under the circumstances, notwithstanding the possibility
         that a substantially higher price might have been realized if the sale
         were deferred until after registration under the Securities Laws or if
         more than a single purchaser or a limited number of purchasers were
         approached. The provisions of this Section will apply notwithstanding
         the existence of a public or private market upon which the quotations
         or sales prices may exceed substantially the price at which Conexant
         sells.

4.16.    COVENANTS REGARDING INSURANCE.

         4.16.1. PROPERTY AND CASUALTY ENDORSEMENTS. Each Obligor shall cause
         all of its property and casualty policies (i) to be endorsed or
         otherwise amended to include a "standard" or "New York" lender's loss
         payable endorsement, in form and substance reasonably satisfactory to
         Conexant, which endorsement shall

                                       28
<PAGE>
         provide that if the insurance carrier shall have received a written
         notice from Conexant of the occurrence of an Event of Default, the
         insurance carrier shall pay all proceeds otherwise payable to any
         Obligor under such policies directly to Conexant and (ii) to contain a
         "Replacement Cost Endorsement", without any deduction for depreciation,
         and such other provisions as Conexant may reasonably require from time
         to time to protect its interests.

         4.16.2. GENERAL LIABILITY ENDORSEMENTS. Each Obligor shall cause all of
         its general liability policies to be endorsed or otherwise amended to
         list Conexant as an "Additional Insured", in form and substance
         reasonably satisfactory to Conexant.

         4.16.3. MAINTENANCE OF INSURANCE. Each Obligor shall maintain with
         financially sound and responsible insurance companies, (x) replacement
         value property and casualty insurance covering its assets and (y) such
         other insurance in at least such amounts, against at least such risks
         and with no greater risk retention as are usually maintained, insured
         against or retained, as the case may be, by companies of established
         repute engaged in the same or a similar business; and will furnish to
         Conexant, upon request, information presented in reasonable detail as
         to the insurance so carried. Promptly as practicable following any
         request therefor by Conexant, Alpha shall furnish to Conexant copies of
         all policies of insurance covering any Obligor.

         4.16.4. CHANGES IN INSURANCE. No Obligor shall cancel, modify (except
         to the extent not materially adverse to Conexant) or not renew for any
         reason any property or casualty policy or any general liability policy
         upon less than thirty (30) days' prior written notice thereof to
         Conexant. Each Obligor shall promptly deliver to Conexant, concurrent
         with or as reasonably practical thereafter, (i) evidence of the
         cancellation, modification or nonrenewal of any such policy and (ii) a
         copy of a renewal or replacement policy, together with evidence of
         payment of the premium therefor.

                                   SECTION 5

                         REPRESENTATIONS AND WARRANTIES


         To induce Conexant to enter into this Agreement, each of the Obligors,
jointly and severally, makes the following representations and warranties as of
the Closing Date, each and all of which shall survive the execution and delivery
of this Agreement and all of the other Financing Documents, subject to Section
5.3:


                                       29
<PAGE>
5.1.     GENERAL REPRESENTATIONS AND WARRANTIES.

         5.1.1. ORGANIZATION. Except as set forth in Schedule 5.1.1(a), Alpha
         and each of its Subsidiaries is a corporation or organization duly
         incorporated or organized, validly existing and in good standing under
         the laws of the jurisdiction of its incorporation or organization.
         Schedule 5.1.1(b) is a complete and accurate list of all Subsidiaries
         of Alpha as of the Closing Date (after giving effect to the Merger and
         the Purchase Documents) and the jurisdiction of incorporation and
         organization of each such Subsidiary. Each of the Excluded Subsidiaries
         is inactive and does not engage in any business or operations. The
         value of the properties and assets of the Excluded Subsidiaries in the
         aggregate does not exceed $100,000.

         5.1.2. CORPORATE POWER. Each of the Obligors has the requisite
         corporate or other similar power and authority (x) to execute, deliver
         and perform this Agreement and the other Financing Documents to which
         it is a party and (y) to own its properties and carry on its business
         as now conducted.

         5.1.3. AUTHORIZATION; VALID AND BINDING AGREEMENT. All corporate action
         required to be taken by each of the Obligors and its respective
         officers, directors and stockholders for the authorization, execution,
         delivery and performance of this Agreement and the other Financing
         Documents to which it is a party have been taken and are in full force
         and effect. Each Person executing this Agreement or other Financing
         Documents on behalf of each of the Obligors is its authorized officer.
         This Agreement is, and each of the other Financing Documents executed
         pursuant hereto will be, legal, valid, and binding obligations of the
         Obligors parties thereto subject to applicable bankruptcy, insolvency,
         reorganization, moratorium or other laws affecting creditors' rights
         generally and subject to general principles of equity, regardless
         whether considered in a proceeding in equity or at law.

         5.1.4. NO CONFLICT; GOVERNMENT APPROVALS. The execution, delivery and
         performance by the Obligors of this Agreement and the other Financing
         Documents to which any Obligor is a party will not (i) conflict with,
         violate or result in the breach of any provision of any applicable law;
         or (ii) conflict with or result in the breach of any provision of their
         respective articles of incorporation, charters, by-laws or other
         organizational documents, except, in the case of clause (i), for such
         breaches as would not reasonably be expected to have a Material Adverse
         Effect. No authorization, consent or approval of, or other action by,
         and no notice of or filing with, any Governmental Authority is required
         to be obtained or made by any of the Obligors for the due execution,
         delivery and performance of this Agreement or the other Financing
         Documents to which any Obligor is a party, other than the filings
         contemplated by Section 4 of this Agreement.


                                       30
<PAGE>
         5.1.5. THIRD PARTY CONSENTS. The execution, delivery and performance by
         each of the Obligors of this Agreement and the other Financing
         Documents to which any Obligor is a party will not:

                  (1) require any consent or approval of any person (other than
                  a Governmental Authority) which has not been obtained prior
                  to, and which is not in full force and effect as of, the
                  Closing Date;

                  (2) result in the breach of, default under, or cause the
                  acceleration of any obligation owed under any loan, credit
                  agreement, note, security agreement, lease, indenture,
                  mortgage, loan document, license or other agreement by which
                  any of them are bound or affected; or

                  (3) result in, or require the creation or imposition of, any
                  Lien on any of their respective properties, other than
                  pursuant to this Agreement and the other Financing Documents;

         except, in each case, for such consents, approvals, breaches, defaults,
         or accelerations as would not reasonably be expected to have a Material
         Adverse Effect.

         5.1.6. NO EVENTS OF DEFAULT. No Default or Event of Default has
         occurred and is continuing.

         5.1.7. SOLVENCY. Each of the Obligors is, and after giving effect to
         this Agreement will be, Solvent.

         5.1.8. PRO FORMA FINANCIAL STATEMENTS. The unaudited, pro forma
         Skyworks Consolidated Balance Sheets and Cash Flow Statements for each
         of the fiscal quarters ended September 30, 2002 through June 30, 2003
         set forth in Schedule 5.1.8 (the "FINANCIAL PROJECTIONS") have been
         prepared in good faith by Alpha, are based on assumptions which are
         believed to be reasonable and the best information available to Alpha
         as of the Closing Date. As of the Closing Date, Alpha believes that the
         Financial Projections are reasonable and attainable, subject to the
         qualification that projections as to future events are inherently
         uncertain and are subject to various contingencies (many of which are
         outside Alpha's control) and that the actual results during the periods
         covered by the Financial Projections may differ from the projected
         results and the differences may be material.


                                       31
<PAGE>
5.2.     REPRESENTATIONS AND WARRANTIES CONCERNING COLLATERAL.

         5.2.1. TYPES OF COLLATERAL. Set forth in Schedule 5.2.1 is a complete
         and accurate description of each Material Item of Collateral in which
         any Obligor has any right, title or interest on the Closing Date that
         is:

                  (1) Real Property, Fixtures or an interest therein located in
                  the United States or Mexico;

                  (2) Deposit Accounts, Security Accounts or similar accounts
                  maintained with financial institutions in the United States;

                  (3) Investment Property (other than Security Accounts),
                  including Pledged Securities;

                  (4) Letter of Credit Rights held by or on behalf of any
                  Obligor in the United States;

                  (5) Instruments held by or on behalf of any Obligor in the
                  United States;

                  (6) Patents;

                  (7) registered Trademarks or applications for registration
                  that have been filed in the United States Patent and Trademark
                  Office; and

                  (8) registered Copyrights or applications for registration
                  that have been filed in the United States Copyright Office.

         5.2.2. LOCATION OF CERTAIN COLLATERAL. Set forth in Schedule 5.2.2 is a
         complete and accurate description for each Material Item of Collateral
         located in the United States (and in the case of clause (1) hereof,
         Mexico) in which any Obligor has any right, title or interest on the
         Closing Date, of:

                  (1) the location of any Real Property or Fixture in the United
                  States or Mexico;

                  (2) the jurisdiction of any bank or other financial
                  institution at which each Deposit Account or similar account
                  is maintained, determined in accordance with Section 9-304 of
                  the UCC;

                  (3) the jurisdiction in which any certificated security is
                  located, the jurisdiction of the issuer of any uncertificated
                  security, the jurisdiction of any securities intermediary at
                  which any security entitlement or securities

                                       32
<PAGE>
                  account is held, and the jurisdiction of any commodity
                  intermediary at which any commodity account or commodity
                  contract is held, determined in each case in accordance with
                  Section 9-305 of the UCC;

                  (4) the jurisdiction of the issuer or nominated person in
                  respect of any Letter of Credit Rights, determined in
                  accordance with Section 9-306 of the UCC; and

                  (5) the jurisdiction where any Instrument is located.

         5.2.3. LOCATION OF OBLIGORS. Set forth in Schedule 5.2.3 is the
         location of each Obligor, determined in accordance with Section 9-307
         of the UCC.

         5.2.4. NO LIENS. Each Obligor has good title to all of its material
         properties and assets, subject only to Permitted Liens. None of the
         Collateral is subject to any Lien of any kind, other than Permitted
         Liens. As of the Closing Date, there is no financing statement (or
         similar statement or instrument under the laws of any jurisdiction in
         the United States) covering or purporting to cover any interest of any
         kind in the Collateral, other than financing statements filed pursuant
         to this Agreement or the other Security Documents or in respect of (i)
         Permitted Liens or financing statements for which proper termination
         statements have been delivered to Conexant for filing or (ii) other
         obligations which in the aggregate do not exceed $100,000.

         5.2.5. SECURITY INTEREST. The provisions of this Agreement and the
         other Security Documents are effective to create in favor of Conexant a
         legal, valid and enforceable security interest in all of the Collateral
         of each Obligor, in each case to the extent that a security interest in
         the Collateral may be created under the UCC in any jurisdiction and, as
         the case may be, under the applicable Mexican laws in connection with
         the Mexican Security Documents.

         5.2.6. FINANCING STATEMENTS. Upon timely filing of financing statements
         naming each Obligor as "debtor" and Conexant as "Secured Party" and
         describing the Collateral, in the jurisdictions set forth in Schedule
         5.2.6, the security interest granted to Conexant hereunder will
         constitute a fully perfected, first priority security interest in all
         of the Collateral of each Obligor as to which a security interest may
         be perfected by filing of financing statements under the UCC in any
         jurisdiction, subject only to Permitted Liens and to the rights of
         Governmental Authorities with respect to receivables of such
         Governmental Authorities.

         5.2.7. PATENTS AND TRADEMARKS. Upon timely recordation of the Security
         Interest in Trademarks and Patents in the United States Patent and
         Trademark Office, together with timely filing of financing statements
         in the jurisdictions set

                                       33
<PAGE>
         forth in Schedule 5.2.7, Conexant will have a fully perfected, first
         priority security interest in all of the Collateral held in the name of
         each Obligor consisting of Patents and Trademarks registered with the
         United States Patent and Trademark Office, subject only to Permitted
         Liens.

         5.2.8. INTELLECTUAL PROPERTY GENERALLY. To the knowledge of each
         Obligor, other than as set forth in Schedule 5.2.8: (i) no third party
         is infringing, misappropriating or diluting any material Patents,
         Trademarks, Copyrights, trade secrets, or other Intellectual Property,
         in each case held in the name of any Obligor; (ii) the validity,
         enforceability, registerability, inventorship or ownership of the
         material Patents, Trademarks, Copyrights or other Intellectual
         Property, in each case held in the name of any Obligor, is not being
         challenged; (iii) each Obligor has taken commercially reasonable
         measures to protect and preserve the security, confidentiality and
         value of the material Intellectual Property held in the name of such
         Obligor; (iv) no Obligor or any third party (where any Obligor is a
         licensee) is in default of any License relating to the use of any
         material Intellectual Property; (v) the Collateral or its use by each
         Obligor or their licensees or customers does not infringe,
         misappropriate or dilute any patents, trademarks, copyrights, trade
         secrets or other intellectual property rights of any third party and no
         such claim has been made or threatened by any third party against any
         Obligor with respect to such use; and (vi) all maintenance fees for the
         Patents and Trademarks have been paid through the Closing Date.

         5.2.9. PLEDGED SECURITIES. So long as Conexant has possession of the
         Pledged Securities, it will have a fully perfected, first priority
         security interest in the Pledged Securities of the Domestic
         Subsidiaries and, provided the corporate recordings set forth in the
         Mexican Stock Pledge Agreement have been timely made, Mexicali. Except
         for the corporate recordings set forth in the Mexican Stock Pledge
         Agreement and the other actions set forth in Section 2.3.9.4, no
         filings or recordings are required to perfect (or maintain the
         perfection or priority of) the security interests created in the
         Pledged Securities of the Domestic Subsidiaries and Mexicali. Conexant
         will have a fully perfected pledge of the Pledged Securities of the
         Foreign Subsidiaries upon compliance by Alpha and such Foreign
         Subsidiaries with Section 2.3.9.

         5.2.10. INVESTMENT PROPERTY. Upon execution and delivery of the
         Securities Account Control Agreements by each of the parties thereto,
         and assuming compliance by each securities intermediary or commodity
         intermediary which is a party thereto, Conexant will have (x) "control"
         within the meaning of Section 9-106 of the UCC of each account referred
         to in such agreements and all security entitlements or commodity
         contracts carried in such accounts and (y) a fully perfected, first
         priority security interest in each account referred to therein

                                       34
<PAGE>
         and all Investment Property credited to any such account subject to
         such Securities Account Control Agreement.

         5.2.11. DEPOSIT ACCOUNTS; BANK ACCOUNTS. Upon execution and delivery of
         the Bank Account Control Agreements by each of the parties thereto, and
         assuming compliance by each bank or depositary which is a party
         thereto, Conexant will have (x) "control" within the meaning of Section
         9-104 of the UCC with respect to each Deposit Account subject to such
         Bank Account Control Agreement, (y) exclusive dominion and control with
         respect to each bank or depositary account subject to such Bank Account
         Control Agreement which is not a Deposit Account or Securities Account,
         and (z) a fully perfected, first priority security interest in all
         funds held in each account subject to such Bank Account Control
         Agreement.

         5.2.12. MORTGAGES. The U.S. Mortgages and accompanying UCC financing
         statements create a valid and enforceable perfected security interest
         in and mortgage Lien on all the Mortgaged Properties referred to
         therein in favor of Conexant, superior to the rights of all third
         persons, and subject to no Liens other than Permitted Liens. Upon
         recording of the U.S. Mortgages in the filing offices set forth in
         Schedule 5.2.12 and the filing of the UCC financing statements in the
         filing offices set forth in Schedule 5.2.6, such security interest and
         mortgage Lien will be fully perfected. The Mexican Mortgages create a
         valid, first priority and enforceable perfected security interest in
         and mortgage Lien on all the Mortgaged Properties (as defined in the
         Mexican Mortgages) and subject to no Liens other than Permitted Liens.
         Upon recording of the Mexican Mortgages in the filing offices (Oficina
         Registradora) located in Mexicali, Mexico and in the Public Registry of
         Property and Commerce (Registro Publico de la Propiedad y de Comercio)
         of the State of Baja California, Mexico, such security interest and
         mortgage Lien will be fully perfected.

5.3.     SCOPE OF CERTAIN REPRESENTATIONS AND WARRANTIES.

         5.3.1. ALPHA OBLIGORS. The representations and warranties made in
         Sections 5.1.1 through 5.1.6, 5.2.4 and 5.2.8 are made only with
         respect to Alpha and those other Obligors which were Subsidiaries of
         Alpha immediately prior to the Merger and, with respect to the
         representations and warranties made by Alpha in Sections 5.1.4 and
         5.1.5, excluding any conflict, violation, Governmental Approval,
         consent, approval, breach, default, acceleration or Lien arising or
         required under any law, rule, regulation, order, permit, license or
         Contract that was not binding on Alpha prior to the Merger. No
         representation or warranty is made in Section 5.2.8 in respect of any
         Intellectual Property, License or Collateral to which Alpha succeeded
         as a result of the Merger.


                                       35
<PAGE>
         5.3.2. ALL OBLIGORS. The representations and warranties made in
         Sections 5.1.7 and 5.1.8 are made in respect of Alpha and all of the
         other Obligors, after giving effect to the Merger, the acquisitions
         contemplated by the Purchase Documents and the financing contemplated
         by this Agreement and the other Financing Documents.

         5.3.3. COLLATERAL SCHEDULES. The representations and warranties made in
         Sections 5.2.1 through 5.2.3, Section 5.2.6 and Section 5.2.7 (and in
         the Schedules referred to therein) are made in respect of Alpha and all
         of the other Obligors, after giving effect to the Merger, the
         acquisitions contemplated by the Purchase Documents and the financing
         contemplated by this Agreement and the other Financing Documents,
         subject to the qualification that any error or omission therein which
         (1) relates solely to Collateral directly or indirectly acquired by
         Alpha in the Merger or the acquisitions contemplated by the Purchase
         Documents and (2) is based on representations and warranties made in
         the Purchase Documents, schedules of the Contribution Agreement or
         information concerning Washington or any Subsidiary of Washington or
         Mexicali in any of the above-referenced Schedules supplied by or on
         behalf of Washington or any Subsidiary of Washington or Mexicali
         expressly for use in this Agreement or any other Financing Document
         shall not be deemed a breach of such representations and warranties.

         5.3.4. SECURITY INTERESTS. The representations and warranties in (x)
         Sections 5.2.5 through 5.2.7, except for that part of Section 5.2.6 or
         5.2.7 which is based on Section 5.2.3 concerning Washington and its
         subsidiaries, and (y) Sections 5.2.9 through 5.2.12 are made in respect
         of Alpha and all of the other Obligors, after giving effect to the
         Merger, the transactions contemplated by the Purchase Documents and the
         financing contemplated by this Agreement and the other Financing
         Documents.

                                   SECTION 6

                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT


6.1. REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT. Each Obligor agrees that,
if any Event of Default shall have occurred and be continuing, then and in every
such case, Conexant, in addition to any rights now or hereafter existing under
applicable law, shall have all rights as a secured creditor on default under any
UCC, and such additional rights and remedies to which a secured creditor is
entitled under the laws in effect, in all relevant jurisdictions and may:


                                       36
<PAGE>
         (a) personally, or by agents or attorneys, immediately take possession
         of the Collateral or any part thereof, from such Obligor or any other
         person who then has possession of any part thereof with or without
         notice or process of law, and for that purpose may enter upon such
         Obligor's premises where any of the Collateral is located and remove
         the same and use in connection with such removal any and all services,
         supplies, aids and other facilities of such Obligor;

         (b) instruct the obligor or obligors on any agreement, instrument or
         other obligation (including, without limitation, the Receivables)
         constituting the Collateral to make any payment required by the terms
         of such agreement, instrument or other obligation directly to Conexant
         and may exercise any and all remedies of such Obligor in respect of
         such Collateral;

         (c) sell, assign or otherwise liquidate any or all of the Collateral or
         any part thereof in accordance with Section 6.2 hereof, or direct the
         relevant Obligor to sell, assign or otherwise liquidate any or all of
         the Collateral or any part thereof, and, in each case, take possession
         of the proceeds of any such sale or liquidation; and

         (d) take possession of the Collateral or any part thereof, by directing
         the relevant Obligor in writing to deliver the same to Conexant at any
         place or places designated by Conexant, in which event such Obligor
         shall at its own expense:

                  (x) forthwith cause the same to be delivered to the place or
         places so designated by Conexant;

                  (y) store and keep any Collateral so delivered to Conexant at
         such place or places pending further action by Conexant as provided in
         Section 6.2 hereof; and

                  (z) while the Collateral shall be so stored and kept, provide
         such guards and maintenance services as shall be necessary to protect
         the same and to preserve and maintain the collateral in good condition;

it being understood that each Obligor's obligation to so deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, Conexant shall be entitled to a decree
requiring specific performance by such Obligor of said obligation.

6.2.     REMEDIES; DISPOSITION OF THE COLLATERAL.

         6.2.1. TRADEMARKS. Upon the occurrence and during the continuance of an
         Event of Default, Conexant may, by written notice to the relevant
         Obligor, take

                                       37
<PAGE>
         any or all of the following actions: (i) declare the entire right,
         title and interest of such Obligor in and to each of the Trademarks,
         together with all trademark rights and rights of protection to the
         same, vested in Conexant, in which event such right, title and interest
         shall immediately vest in Conexant, and Conexant shall be entitled to
         exercise the power of attorney referred to in Section 4.3 hereof to
         execute, cause to be acknowledged and notarized and record said
         absolute assignment with the applicable agency; (ii) take and sell or
         license or sublicense the Trademarks and the goodwill of such Obligor's
         business symbolized by the Trademarks and the right to carry on the
         business and use the assets of such Obligor in connection with which
         the Trademarks have been used; and (iii) direct such Obligor to
         refrain, in which event such Obligor shall refrain, from using the
         Trademarks in any manner whatsoever, directly or indirectly, and such
         Obligor shall execute such further documents that Conexant may
         reasonably request to further confirm this and to transfer ownership of
         the Trademarks and registrations and any pending trademark application
         in the United States Patent and Trademark Office to Conexant.

         6.2.2. PATENTS AND COPYRIGHTS. Upon the occurrence and during the
         continuance of an Event of Default, Conexant may by written notice to
         the relevant Obligor, take any or all of the following actions: (i)
         declare the entire right, title, and interest of such Obligor in each
         of the Patents and Copyrights vested in Conexant, in which event such
         right, title, and interest shall immediately vest in Conexant and
         Conexant shall be entitled to exercise the power of attorney referred
         to in Section 4.3 hereof to execute, cause to be acknowledged and
         notarized and record said absolute assignment with the applicable
         agency; (ii) take, practice and sell or license or sublicense the
         Patents and Copyrights; and (iii) direct such Obligor to refrain, in
         which event such Obligor shall refrain, from practicing the Patents and
         using the Copyrights, directly or indirectly, and such Obligor shall
         execute such further documents as Conexant may reasonably request
         further to confirm this and to transfer ownership of the Patents and
         Copyrights to Conexant.

         6.2.3. PLEDGED SECURITIES. Upon the occurrence and during the
         continuance of an Event of Default, subject to applicable regulatory
         and legal requirements, Conexant may sell the Pledged Securities, or
         any part thereof, at public or private sale or at any broker's board or
         on any securities exchange or electronic trading facility, for cash,
         upon credit or for future delivery as Conexant shall deem appropriate.
         Conexant shall be authorized at any such sale (if it deems it advisable
         to do so) to restrict the prospective bidders or purchasers to persons
         who will represent and agree that they are purchasing the Pledged
         Securities for their own account for investment and not with a view to
         the distribution or sale thereof, and upon consummation of any such
         sale Conexant shall have the right to assign, transfer and deliver to
         the purchaser or purchasers thereof the Pledged Securities so sold.
         Each such purchaser at any such sale shall hold the property

                                       38
<PAGE>
         sold absolutely free from any claim or right on the part of any
         Obligor, and, to the extent permitted by applicable law, the Obligors
         hereby waive all rights of redemption, stay, valuation and appraisal
         any Obligor now has or may at any time in the future have under any
         rule of law or statute now existing or hereafter enacted. Conexant
         shall give each person entitled to notice of such sale under Section
         9-611(c) of the UCC ten (10) days' prior written notice (which each
         Obligor agrees is reasonable notice within the meaning of Section 9-612
         of the UCC) of Conexant's intention to make any sale of Pledged
         Securities. Such notice shall conform to the requirements of Section
         9-613 of the UCC. Any such public sale shall be held at such time or
         times within ordinary business hours and at such place or places as
         Conexant may fix and state in the notice of such sale. At any such
         sale, the Pledged Securities, or portion thereof, to be sold may be
         sold in one lot as an entirety or in separate parcels, as Conexant may
         (in its sole and absolute discretion) determine. Conexant shall not be
         obligated to make any sale of any Pledged Securities if it shall
         determine not to do so, regardless of the fact that notice of sale of
         such Pledged Securities shall have been given. Conexant may, without
         notice or publication, adjourn any public or private sale or cause the
         same to be adjourned from time to time by announcement at the time and
         place fixed for sale, and such sale may, without further notice, be
         made at the time and place to which the same was so adjourned. In case
         any sale of all or any part of the Pledged Securities is made on credit
         or for future delivery, the Pledged Securities so sold may be retained
         by Conexant until the sale price is paid in full by the purchaser or
         purchasers thereof, but Conexant shall not incur any liability in case
         any such purchaser or purchasers shall fail to take up and pay for the
         Pledged Securities so sold and, in case of any such failure, such
         Pledged Securities may be sold again upon like notice. At any public
         (or, to the extent permitted by applicable law, private) sale made
         pursuant to this Section, Conexant may bid for or purchase, free from
         any right of redemption, stay or appraisal on the part of any Obligor
         (all said rights being also hereby waived and released), the Pledged
         Securities or any part thereof offered for sale and may make payment on
         account thereof by using any claim then due and payable to it from such
         Obligor as a credit against the purchase price, and it may, upon
         compliance with the terms of sale, hold, retain and dispose of such
         property without further accountability to such Obligor therefor. For
         purposes hereof, (a) a written agreement to purchase the Pledged
         Securities or any portion thereof shall be treated as a sale thereof,
         (b) Conexant shall be free to carry out such sale pursuant to such
         agreement, and (c) such Obligor shall not be entitled to the return of
         the Pledged Securities or any portion thereof subject thereto,
         notwithstanding the fact that after Conexant shall have entered into
         such an agreement, all Events of Default shall have been remedied and
         the Obligations paid in full. As an alternative to exercising the power
         of sale herein conferred upon it, Conexant may proceed by a suit or
         suits at law or in equity to foreclose upon the Pledged Securities and
         to sell the Pledged

                                       39
<PAGE>
         Securities or any portion thereof pursuant to a judgment or decree of a
         court or courts having competent jurisdiction or pursuant to a
         proceeding by a court-appointed receiver. Any sale pursuant to the
         provisions of this Section shall be deemed to be a commercially
         reasonable disposition as provided in Section 9-610 of the UCC.

         6.2.4. ALL COLLATERAL. If any Event of Default shall have occurred and
         be continuing, then any Collateral repossessed by Conexant under or
         pursuant to Section 6.1 hereof and any other Collateral whether or not
         so repossessed by Conexant, may be sold, assigned, leased or otherwise
         disposed of under one or more contracts or as an entirety, and without
         the necessity of gathering at the place of sale the property to be
         sold, and in general in such manner, at such time or times, at such
         place or places and on such terms as Conexant may, in compliance with
         any mandatory requirements of applicable law, determine to be
         commercially reasonable. Any of the Collateral may be sold, leased or
         otherwise disposed of in the condition in which the same existed when
         taken by Conexant or after any overhaul or repair at the expense of the
         relevant Obligor which Conexant shall determine to be commercially
         reasonable. Conexant shall give each person entitled to notice of such
         disposition under Section 9-611(c) of the UCC ten (10) days' prior
         written notice (which each Obligor agrees is reasonable notice within
         the meaning of Section 9-612 of the UCC). Such notice shall conform to
         the requirements of Section 9-613 of the UCC. Conexant may, without
         notice or publication, adjourn any public or private sale or cause the
         same to be adjourned from time to time by announcement at the time and
         place fixed for the sale, and such sale may be made at any time or
         place to which the sale may be so adjourned. To the extent permitted by
         any such requirement of law, Conexant may bid for and become the
         purchaser of the Collateral or any item thereof, offered for sale in
         accordance with this Section without accountability to any Obligor.
         Each Obligor agrees to do or cause to be done all such other acts and
         things as may be reasonably necessary to make such sale or sales of all
         or any portion of the Collateral valid and binding and in compliance
         with any and all applicable laws, regulations, orders, writs,
         injunctions, decrees or awards of any and all courts, arbitrators or
         governmental instrumentalities, domestic or foreign, having
         jurisdiction over any such sale or sales, all at such Obligor's
         expense.

         6.2.5. LETTERS OF CREDIT. If any Event of Default shall have occurred
         and be continuing, Conexant may direct any financial institution that
         is the issuer, confirmer or nominated person of any letter of credit
         issued to (a) Alpha or any Subsidiary of Alpha or (b) Conexant or any
         subsidiary of Conexant as beneficiary which letter of credit is (in
         whole or in part) a Washington Asset (as defined in the Contribution
         Agreement), in either case, to make payments due under any such letter
         of credit to such account or accounts as Conexant may direct, to be
         held as

                                       40
<PAGE>
         cash Collateral securing the Obligations and/or applied then or
         thereafter to payment of the Obligations, as otherwise provided herein.

         6.2.6. WAIVER OF CLAIMS. Except as otherwise provided in this
         Agreement, EACH OBLIGOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY
         APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH
         CONEXANT'S TAKING POSSESSION OR CONEXANT'S DISPOSITION OF ANY OF THE
         COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND
         HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Obligor hereby
         further waives, to the extent permitted by law:

                  (1) all damages occasioned by such taking of possession except
                  any damages which are the direct result of Conexant's gross
                  negligence or willful misconduct;

                  (2) all other requirements as to the time, place and terms of
                  sale or other requirements with respect to the enforcement of
                  Conexant's rights hereunder; and

                  (3) all rights of redemption, appraisement, valuation, stay,
                  extension or moratorium now or hereafter in force under any
                  applicable law in order to prevent or delay the enforcement of
                  this Agreement or the absolute sale of the Collateral or any
                  portion thereof, and each Obligor, for itself and all who may
                  claim under it, insofar as it or they now or hereafter
                  lawfully may, hereby waives the benefit of all such laws.

         Any sale of, or the grant of options to purchase, or any other
         realization upon, any Collateral shall operate to divest all right,
         title, interest, claim and demand, either at law or in equity, of the
         relevant Obligor therein and thereto, and shall be a perpetual bar both
         at law and in equity against such Obligor and against any and all
         Persons claiming or attempting to claim the Collateral so sold,
         optioned or realized upon, or any part thereof, from, through and under
         such Obligor.

         6.2.7. APPLICATION OF PROCEEDS. All moneys collected by Conexant (or,
         to the extent any additional Financing Document requires proceeds of
         Collateral under such Financing Document to be applied in accordance
         with the provisions of this Agreement, the pledgee or mortgagee under
         such other Financing Document) upon any sale or other disposition of
         the Collateral, together with all other moneys received by Conexant
         hereunder, shall be applied as follows:

                  (1) first, to the payment of all amounts owing Conexant of the
                  type described in clauses (i), (ii) and (iii) of the
                  definition of "Obligations";


                                       41
<PAGE>
                  (2) second, to the extent proceeds remain after the
                  application pursuant to the preceding clause (1), an amount
                  equal to the outstanding Obligations shall be paid to
                  Conexant; and

                  (3) third, to the extent proceeds remain after the application
                  pursuant to the preceding clauses (1) and (2), and following
                  the termination of this Agreement, to the relevant Obligor or
                  to whomever may be lawfully entitled to receive such surplus.

         The Obligors shall remain jointly and severally liable to the extent of
         any deficiency between the amount of the proceeds of the Collateral and
         the aggregate amount of the Obligations.

         6.2.8. REMEDIES CUMULATIVE. Each and every right, power and remedy
         hereby specifically given to Conexant shall be in addition to every
         other right, power and remedy specifically given under this Agreement
         or the other Financing Documents, now or hereafter existing at law, in
         equity or by statute and each and every right, power and remedy whether
         specifically herein given or otherwise existing may be exercised from
         time to time or simultaneously and as often and in such order as may be
         deemed expedient by Conexant. All such rights, powers and remedies
         shall be cumulative and the exercise or the beginning of the exercise
         of one shall not be deemed a waiver of the right to exercise any other
         or others. No delay or omission of Conexant in the exercise of any such
         right, power or remedy and no renewal or extension of any of the
         Obligations shall impair any such right, power or remedy or shall be
         construed to be a waiver of any Default or Event of Default or an
         acquiescence therein. No notice to or demand on any Obligor in any case
         shall entitle it to any other or further notice or demand in similar or
         other circumstances or constitute a waiver of any of the rights of
         Conexant to any other or further action in any circumstances without
         notice or demand. In the event that Conexant shall bring any suit to
         enforce any of its rights hereunder and shall be entitled to judgment,
         then in such suit Conexant may recover reasonable expenses, including
         reasonable attorneys' fees, and the amounts thereof shall be included
         in such judgment.

         6.2.9. DISCONTINUANCE OF PROCEEDINGS. In case Conexant shall have
         instituted any proceeding to enforce any right, power or remedy under
         this Agreement by foreclosure, sale, entry or otherwise, and such
         proceeding shall have been discontinued or abandoned for any reason or
         shall have been determined adversely to Conexant, then and in every
         such case the relevant Obligor, Conexant and each holder of any of the
         Obligations shall be restored to their former positions and rights
         hereunder with respect to the Collateral subject to the security
         interest created under this Agreement, and all rights, remedies and
         powers of Conexant shall continue as if no such proceeding had been
         instituted.


                                       42
<PAGE>
                                   SECTION 7

                                    COVENANTS


         Each Obligor, jointly and severally, agrees that, so long as any
Obligations remain outstanding and unpaid or any amount payable under any
Financing Document remains unpaid, unless Conexant shall otherwise agree in
writing:

7.1. PAYMENT OF OBLIGATIONS. It will, and will cause each of its Subsidiaries
to, pay and discharge at or before maturity, all their respective material
obligations and liabilities (including, without limitation, tax liabilities and
claims of materialmen, warehousemen and the like which if unpaid would
reasonably be expected to give rise to a Lien), except where the same may be
contested in good faith by appropriate proceedings (including administrative
proceedings), and appropriate reserves are maintained for the accrual of any of
the same.

7.2. MAINTENANCE OF PROPERTY. It will, and will cause each of its Subsidiaries
to, keep all property useful and necessary in their respective businesses in
good working order and condition, ordinary wear and tear excepted.

7.3. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Except as expressly
permitted by Section 7.7, it will, and will cause each of its Subsidiaries to,
(a) continue to engage in business of the same general type as now conducted and
(b) preserve, renew and keep in full force and effect its respective corporate,
partnership, company or other existence and its respective rights, privileges
and franchises material to the normal conduct of its business.

7.4. COMPLIANCE WITH LAWS. It will, and will cause each of its Subsidiaries to,
comply with all applicable laws, ordinances, rules, regulations, and
requirements of Governmental Authorities, except where the failure to so comply
would not reasonably be expected to have a Material Adverse Effect; provided
that no Obligor shall be in breach of this Section 7.4 as a result of the
failure, prior to the Closing Date, of Washington, any Subsidiary of Washington
or Mexicali to so comply, if such Obligor has taken commercially reasonable
steps after the Closing Date to remedy such failure.

7.5. INSPECTION OF PROPERTY, BOOKS AND RECORDS. It will, and will cause each of
its Subsidiaries to, (i) keep proper books of record and account in which
entries shall be made of all dealings and transactions in relation to its
business and activities that are full, true and correct in all material
respects; and (ii) permit a reasonable number of representatives of Conexant to
visit and inspect (at no cost to it or its Subsidiaries unless a Default or
Event of Default has occurred and is continuing) any of their respective
properties, to examine and make abstracts from any of their respective books of
account and other records (unless prohibited by law) and to discuss their
respective affairs,

                                       43
<PAGE>
finances and accounts with their respective officers and independent public
accountants, all at such reasonable times and as often as may reasonably be
requested.

7.6. INVESTMENTS. It will not, and will not permit any of its Subsidiaries to,
(i) make, directly or indirectly, any Investment in any other Person, or (ii)
purchase all or any substantial part of the business or assets of any Person,
except that (a) Alpha and Mexicali may acquire assets in accordance with the
Purchase Documents and (b) Alpha and its Subsidiaries (other than Excluded
Subsidiaries) may acquire and hold Permitted Investments.

7.7. FUNDAMENTAL CHANGES. Except in accordance with Section 7.8(e) or (g), it
will not, and will not permit any of its Subsidiaries to, (i) consolidate or
merge with or into any other person other than Alpha or a direct or indirect
Wholly-owned Subsidiary of Alpha which is an Obligor, (ii) except as set forth
in Schedule 7.7(ii) wind up, liquidate or dissolve its affairs, (iii) sell,
lease, transfer or otherwise dispose of (including in connection with a sale and
leaseback transaction) all or substantially all of its properties and assets to
any person other than Alpha or a direct or indirect Wholly-owned Subsidiary of
Alpha which is an Obligor, or (iv) sell the capital stock of any Subsidiary,
except in accordance with Section 7.8(g) or to Alpha or a direct or indirect
Wholly-owned Subsidiary of Alpha which is an Obligor.

7.8. SALES OF ASSETS. It will not, and will not permit any of its Subsidiaries
to, sell, lease, transfer or otherwise dispose of (including in connection with
a sale and leaseback transaction) any of its assets, except that:

         (a) Inventory may be sold in the ordinary course of business consistent
         with past practice,

         (b) Patents, Copyrights and Trademarks may be licensed in the ordinary
         course of business and not in violation of any other provision of this
         Agreement or any other Security Documents,

         (c) Permitted Investments may be sold, exchanged and reinvested in the
         ordinary course of business,

         (d) marketable securities (other than any issued by a Subsidiary of
         Alpha), cash and cash equivalents may be sold for the purpose of:

                  (1) paying expenses associated with the Spin-off, the Merger,
                  the Purchase Documents and the Financing Documents and the
                  transactions contemplated by the foregoing,


                                       44
<PAGE>
                  (2) acquiring other Permitted Investments in the ordinary
                  course of business,

                  (3) funding working capital requirements in the ordinary
                  course of business consistent with past practice, subject in
                  the case of Excluded Subsidiaries and Restricted Subsidiaries
                  to the restrictions in Section 7.18, and

                  (4) making Capital Expenditures permitted by this Agreement,

         (e) sales, leases, transfers or other dispositions of property may be
         made where:

                  (1) the consideration received consists entirely of cash,

                  (2) Alpha shall have given Conexant written notice (not less
                  than ten (10) days prior to the closing of such sale) of such
                  sale and of its or its Subsidiary's intention to replace such
                  property with other property that has a fair market value not
                  materially less than the property disposed of,

                  (3) Alpha or its Subsidiary shall have deposited all Net Cash
                  Proceeds of such sale, lease, transfer or other disposition
                  that are not immediately applied to replace such property (x)
                  in an escrow account (to be held and released subject to terms
                  and conditions reasonably satisfactory to Conexant and
                  consistent with this Section), if such cumulative unused
                  proceeds exceed $100,000 or (y) an account subject to a
                  Securities Account Control Agreement, if such cumulative
                  unused proceeds are $100,000 or less, and

                  (4) within 180 days of such disposition, Alpha or such
                  Subsidiary shall have (x) replaced such property with other
                  property which has a fair market value not materially less
                  than the property disposed of and/or (y) applied all funds not
                  used to replace such property to prepay Notes and Revolving
                  Loans, to the extent required, in accordance with Section
                  2.1.5.4 (and funds shall be released from the escrow account
                  to enable any such replacement or pre-payment to be made in
                  accordance with the terms hereof), or if such funds are not
                  used to replace property and are not required to be applied to
                  prepay Notes or Revolving Loans pursuant to Section 2.1.5.4,
                  to be released to Alpha or such Subsidiary,

         (f) sales, leases, transfers or other dispositions, for cash, of motor
         vehicles or office equipment in the ordinary course of business and not
         material in aggregate amount, and


                                       45
<PAGE>
         (g) sales, leases, transfers or other dispositions of assets may be
         made where:

                  (5) the consideration received consists entirely of cash, and

                  (6) the Net Cash Proceeds of which (x) are at least equal to
                  75% of the book value of such assets, as shown on the
                  consolidated balance sheet of Alpha for the fiscal quarter
                  ended immediately prior to such sale, lease, transfer or other
                  disposition, (y) together with the Net Cash Proceeds of all
                  sales, leases, transfers and other dispositions made in
                  reliance on this Section 7.8(g) during the term of this
                  Agreement do not exceed $50,000,000 in the aggregate and (z)
                  are applied to the prepayment of Note and Revolving Loans, to
                  the extent required, in accordance with Section 2.1.5.4.

7.9. NEGATIVE PLEDGE. It will not, and will not permit any of its Subsidiaries
to, create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except: (i) Permitted Liens, and (ii) any Lien
existing on any asset of any Person at the time such Person becomes an Obligor
and not created in contemplation of such event.

7.10. RESTRICTED PAYMENTS. It will not, and will not permit any of its
Subsidiaries to:

         (a) unless it or such Subsidiary is directly or indirectly a
         Wholly-owned Subsidiary of Alpha, declare or pay any dividends, or
         return any capital, to its shareholders or authorize or make any other
         distribution, payment or delivery of property or cash to its
         shareholders as such, or redeem, retire, purchase or otherwise acquire,
         directly or indirectly, for any consideration, any shares of any class
         of its capital stock or interest of any of its shareholders, in each
         case now or hereafter outstanding (or any options or warrants issued by
         it or any of its Subsidiaries with respect to its or any of its
         Subsidiaries' capital stock); except (i) for purchases, redemptions or
         forfeitures of restricted stock held by current or former employees,
         consultants or directors of Alpha or any of its Subsidiaries, not to
         exceed $10,000 in the aggregate during the term of this Agreement, and
         (ii) Alpha may at any time pay dividends with respect to its capital
         stock solely in additional shares of its capital stock,

         (b) pre-pay or otherwise retire prior to its stated maturity any
         Indebtedness (other than the Notes, the Revolving Loans or as permitted
         by Section 7.12(a)(iii) or (xii)), or

         (c) set aside any funds for any of the foregoing purposes.

7.11. TRANSACTIONS WITH AFFILIATES. It will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay any funds to or for the account of,
make any

                                       46
<PAGE>
Investment in, lease, sell, transfer or otherwise dispose, of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any Affiliate (other than Alpha or a direct or indirect Wholly-owned Subsidiary
of Alpha), except on terms at least as favorable as could have been obtained on
an arm's length basis from a third party or as otherwise permitted hereunder.

7.12. INDEBTEDNESS. It will not, and will not permit any of its Subsidiaries to:

         (a) contract, create, incur, assume or suffer to exist any
         Indebtedness, except: (i) Indebtedness of the Obligors under the
         Financing Documents, (ii) accounts payable incurred by the Obligors in
         the ordinary course of business consistent with past practice, (iii)
         Indebtedness owed to Alpha or any Subsidiary of Alpha representing
         Permitted Investments made on or after the date hereof, (iv) any
         unsecured Indebtedness of Alpha, provided that any Net Cash Proceeds of
         the same are applied to prepay Notes and Revolving Loans to the extent
         required by Section 2.1.5.4, (v) Indebtedness existing on the date
         hereof, which is either (A) Indebtedness of Washington or a Subsidiary
         of Washington or (B) set forth in Schedule 7.12, (vi) Indebtedness
         pursuant to Hedging Agreements entered into in the ordinary course of
         business consistent with past practice and not for the purpose of
         speculation, (vii) Indebtedness resulting from endorsement of
         negotiable instruments for collection in the ordinary course of
         business, (viii) Indebtedness arising under indemnity agreements to
         title insurers to cause such title insurers to issue to Conexant
         mortgage title insurance policies, (ix) Indebtedness arising with
         respect to indemnification, representation, warranty, purchase price
         adjustment or other obligations incurred in connection with sales or
         other dispositions of assets permitted hereunder, (x) Indebtedness
         incurred in the ordinary course of business with respect to surety and
         appeal bonds, performance, insurance and return-of-money bonds, letters
         of credit and other similar obligations, (xi) Indebtedness consisting
         of (1) Purchase Money Indebtedness or (2) Capital Lease Obligations
         incurred in the ordinary course of business after the Closing Date in
         respect of property acquired after the Closing Date; provided that the
         aggregate principal or capitalized amount of any such Indebtedness
         incurred in accordance with this clause (xi) during any fiscal quarter
         during the term of this Agreement shall not exceed $10,000,000 plus any
         unused portion of the Indebtedness permitted to be made pursuant to
         this clause (xi) during any prior fiscal quarter during the term of
         this Agreement, (xii) Indebtedness incurred to extend, renew or
         refinance Indebtedness described in paragraphs (iv), (v) or (xi) above
         ("REFINANCING INDEBTEDNESS") so long as such Refinancing Indebtedness
         is in an aggregate principal amount not greater than the sum of (1) the
         aggregate principal amount of the Indebtedness being extended, renewed
         or refinanced plus (2) ordinary and necessary fees and expenses
         incurred to obtain such Refinancing Indebtedness, and (except for
         Permitted Liens in respect of Purchase Money Indebtedness, Capital
         Lease Obligations and

                                       47
<PAGE>
         Indebtedness referred to in clause (a)(v)(A) above) is not secured by
         any property or assets of any Obligor or any Subsidiary of any Obligor,
         or

         (b) guaranty, whether pursuant to fianzas, avales or otherwise, any
         Indebtedness of any other person other than under Section 3 of this
         Agreement or enter into any other Contingent Obligation, except for (i)
         Hedging Agreements entered into in the ordinary course of business
         consistent with past practice and not for the purpose of speculation
         and (ii) guaranties by an Obligor or any of its Subsidiaries of any
         Indebtedness incurred by any other Obligor or any of its Subsidiaries
         to the extent such Indebtedness is permitted by this Section 7.12.

7.13. NOTICE OF DEFAULT; OTHER NOTICES. Alpha will promptly after obtaining
knowledge thereof notify Conexant in writing of the occurrence of (i) any
Default or Event of Default, (ii) any material litigation or proceedings that
are instituted or threatened against it or any of its Subsidiaries or any of its
assets, (iii) each and every event which would be a default or an event of
default under any Indebtedness of Alpha or any of its Subsidiaries that is
outstanding in principal amount of at least $1,000,000 and (iv) any other
development in the business or affairs of Alpha and its Subsidiaries if the
effect thereof could reasonably be expected to have a Material Adverse Effect.

7.14.    FINANCIAL REPORTING.

         7.14.1. FINANCE COMMITTEE. Promptly, and in no event later then five
         days after the Closing Date, Alpha's Board of Directors shall establish
         a committee of the Board of Directors to be named the Finance Committee
         (the "FINANCE COMMITTEE"), as hereinafter provided.

                  7.14.1.1. The Finance Committee shall have the composition,
                  duties and powers set forth in the Finance Committee Charter
                  attached hereto as Exhibit L and shall be maintained in such
                  form until all Obligations are paid in full in cash.

                  7.14.1.2. Alpha shall furnish to the Finance Committee all
                  such financial and other information, in such form and detail,
                  as the Finance Committee may reasonably request from time to
                  time.

         7.14.2. REPORTS. Alpha shall deliver to Conexant such reports
         concerning its business, operations and financial condition, at such
         intervals and in such form and detail, as Conexant may from time to
         time reasonably request. Without further request, Alpha shall deliver
         to Conexant, not later than ten (10) Business Days after the end of
         each month, Alpha's unaudited balance sheet for such month.


                                       48
<PAGE>
         7.14.3. COMPLIANCE CERTIFICATE. Not later than the first to occur of
         (1) the Business Day after Alpha releases to the public its earnings
         report for any fiscal quarter and (2) the date on which Alpha's Form
         10-Q for each of Alpha's first three fiscal quarters shall be due (or
         forty-five days after the end of the fourth fiscal quarter with respect
         to the fourth fiscal quarter), commencing with the fiscal quarter
         ending June 30, 2002, Alpha shall furnish to Conexant a Compliance
         Certificate, signed by Alpha's chief executive officer and chief
         financial officer.

7.15. PAYMENT OF TAXES. It shall, and shall cause each of its Subsidiaries to:

         (a) timely file, or cause to be filed, all tax returns required to be
         filed by such Obligor or any of its Subsidiaries, and

         (b) pay and discharge all Taxes imposed upon it, its income, or its
         assets or properties, prior to the date on which penalties attach
         thereto, except to the extent that (i) any such Taxes are being
         contested in good faith by appropriate proceedings and reserves,
         adequate in Alpha's reasonable opinion, have been established by the
         Obligor or any of its Subsidiaries, as the case may be, on behalf of
         the applicable entity in respect of all such contested Taxes, or (ii)
         Alpha or any of its Subsidiaries is entitled to indemnification in
         respect of such Taxes pursuant to the Tax Allocation Agreement or the
         Purchase Documents.

7.16. CAPITAL EXPENDITURES. It will not make, and will not permit any of its
Subsidiaries to make, Capital Expenditures in excess of $12,500,000 for any
fiscal quarter, in the aggregate for Alpha and all of its Subsidiaries, during
the term of this Agreement; provided that any unused portion of the Capital
Expenditures permitted to be made pursuant to this Section 7.16 during a fiscal
quarter may be made in any subsequent fiscal quarter.

7.17. MINIMUM CASH BALANCE. Alpha shall not permit at any time on or after
December 31, 2002 the sum of (x) the consolidated balance of readily available
cash on deposit with banks or similar accounts of Alpha and its Subsidiaries
plus (y) the fair market value of all marketable securities held by Alpha and
its Subsidiaries (other than securities issued by Alpha or any Subsidiary of
Alpha), in each case subject to no Lien (other than any Lien created under the
Security Documents and customary banker's or broker's liens and rights of setoff
unrelated to margin activity) to be less than $40,000,000.


                                       49
<PAGE>
7.18. EXCLUDED SUBSIDIARIES; RESTRICTED SUBSIDIARIES. It will not, and will not
permit any of its Subsidiaries to, sell, lease, contribute, loan, advance,
assign or otherwise transfer any property that is Collateral to any Excluded
Subsidiary or Restricted Subsidiary, except as hereinafter provided:

         7.18.1. Alpha or any of its Subsidiaries may make loans, capital
         contributions or advances to any Restricted Subsidiary to fund working
         capital and, to the extent permitted by this Agreement, Capital
         Expenditures, of any such Restricted Subsidiary, required in the
         ordinary course of business, in no event to exceed the amounts set
         forth below without Conexant's consent which, for working capital
         required by Restricted Subsidiaries in the ordinary course of business,
         will not be unreasonably withheld:

                  7.18.1.1. For all Restricted Subsidiaries other than Mexicali,
                  (1) for the fiscal quarters ended September 30, 2002 and
                  December 31, 2002, $7,000,000 in the aggregate for each such
                  fiscal quarter and (2) for all fiscal quarters thereafter,
                  $4,500,000 in the aggregate for each such fiscal quarter;

                  7.18.1.2. For Mexicali, for all fiscal quarters, $14,500,000
                  in the aggregate for each such fiscal quarter.

         7.18.2. Alpha or any of its Subsidiaries may make loans, capital
         contributions or advances to any Excluded Subsidiary, in an amount not
         to exceed $10,000 in the aggregate for all Excluded Subsidiaries during
         the term of this Agreement, to the extent required to maintain the
         legal existence of such Excluded Subsidiaries.

         7.18.3. Alpha or any of its Subsidiaries may sell for cash (but not
         otherwise transfer) any property that is Collateral to any Restricted
         Subsidiary to the extent that any such sale would be a sale of assets
         permitted by Section 7.8.

         7.18.4. Alpha or any of its Subsidiaries may transfer to Mexicali
         inventory on a bailment or consignment basis, for assembly, test and
         processing by Mexicali, in the ordinary course of business consistent
         with past practice.

                                   SECTION 8

                                    INDEMNITY


8.1. INDEMNITY. Each Obligor, jointly and severally, agrees to indemnify,
reimburse and hold Conexant and its successors, permitted assigns, employees,
agents and servants (hereinafter in this Section referred to individually as
"INDEMNITEE," and collectively as

                                       50
<PAGE>
"INDEMNITEES") harmless from any and all liabilities, obligations, damages,
injuries, penalties, claims, demands, actions, suits, judgments and any and all
costs, expenses or disbursements (including reasonable attorneys' fees and
expenses) (for the purposes of this Section the foregoing are collectively
called "LOSSES") of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitees in any way relating to or arising out of this
Agreement or any other Financing Document or in any other way connected with the
administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any
thereof, or in any way relating to or arising out of the actions taken or not
taken after the Closing Date in connection with the manufacture, ownership,
ordering, purchase, delivery, performance, control, acceptance, lease,
financing, possession, operation, condition, sale, return or other disposition,
or use of the Collateral (including, without limitation, latent or other
defects, whether or not discoverable), the violation of the laws of any country,
state or other governmental body or unit, any tort (including, without
limitation, claims arising or imposed under the doctrine of strict liability, or
for or on account of injury to or the death of any Person (including any
Indemnitee), or property damage), or contract claim; provided that no Indemnitee
shall be indemnified pursuant to this Section for (x) Losses, to the extent such
Loss is found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnitee's gross negligence or willful
misconduct or (y) any Excluded Loss. Each Obligor agrees that upon written
notice by any Indemnitee of the assertion of such a liability, obligation,
damage, injury, penalty, claim, demand, action, suit or judgment, the relevant
Obligor shall assume full responsibility for the defense thereof. Each
Indemnitee agrees to use its best efforts to promptly notify the relevant
Obligor of any such assertion of which such Indemnitee has knowledge.

Each Obligor further agrees, jointly and severally, to pay, or reimburse
Conexant for any and all reasonable fees, costs and expenses of whatever kind or
nature incurred in connection with the creation, preservation or protection of
Conexant's Liens on, and security interest in, the Collateral, including,
without limitation, all fees and taxes in connection with the recording or
filing of instruments and documents in public offices, payment or discharge of
any taxes or Liens upon or in respect of the Collateral and all other fees,
costs and expenses in connection with protecting, maintaining or preserving the
Collateral and Conexant's interest therein, whether through judicial proceedings
or otherwise, or in defending or prosecuting any actions, suits or proceedings
arising out of or relating to the Collateral.

Each Obligor further agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any losses, costs, damages and
expenses which such Indemnitee may suffer, expend or incur in consequence of or
growing out of any misrepresentation by any Obligor in this Agreement, any other
Financing Document.


                                       51
<PAGE>
If and to the extent that the obligations of any Obligor under this Section are
unenforceable for any reason, such Obligor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

8.2. EXPENSE REIMBURSEMENT. Within twenty Business Days after the Closing Date,
Alpha will reimburse Conexant (by wire transfer to Conexant's bank account at
Bank One, N.A., Account No. 51-52283, A.B.A. Routing Number 071000013) for all
amounts in respect of reasonable fees, costs and expenses incurred and paid by
Conexant before or at the Closing Date in connection with the preparation,
negotiation, execution and delivery of the Financing Documents, including
reasonable attorneys' fees and expenses and, to the extent not previously paid
in full pursuant to Section 2.2.12, any record search, title report, transfer,
UCC, Patent and Trademark Office, mortgage, notary, documentary, stamp or other
filing or recording fees or taxes; provided that, within ten (10) Business Days
after the Closing Date, Conexant has notified Alpha in writing of such expenses
and provided Alpha with an invoice, statement of account or other appropriate
supporting documentation therefor. Alpha will reimburse Conexant (by wire
transfer to the same bank account referred to in the preceding sentence) for all
amounts in respect of reasonable fees, costs and expenses incurred and paid by
Conexant after the Closing Date in connection with filings reasonably necessary
to establish or perfect the liens granted by this Agreement, including
reasonable attorneys' fees and expenses and any record search, title report,
transfer, UCC, Patent and Trademark Office, mortgage, notary, documentary, stamp
or other filing or recording fees or taxes related thereto, within twenty
Business Days after Conexant's request therefor and production to Alpha of an
invoice, statement of account or other appropriate supporting documentation.

8.3. INDEMNITY OBLIGATIONS SECURED BY COLLATERAL. Any amounts paid by any
Indemnitee as to which such Indemnitee has the right to reimbursement shall
constitute Obligations secured by the Collateral.

8.4. SURVIVAL. The indemnity obligations of each Obligor contained in this
Section 8 shall continue in full force and effect notwithstanding the full
payment of all of the other Obligations.

                                   SECTION 9

                                  MISCELLANEOUS


9.1. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been sufficiently
given to any party hereto if personally delivered or if sent by telegram,
telecopy or telex, or by registered or

                                       52
<PAGE>
certified mail, return receipt requested, or by recognized courier service,
postage or other charges prepaid, addressed as follows:

                  (a) If to Alpha or any Alpha Subsidiary:

                      Alpha Industries, Inc.
                      20 Sylvan Road
                      Woburn, MA  01801
                      Fax:  (617) 824-4426
                      Attention:    Paul E. Vincent
                                    Chief Financial Officer

                      with a copy to (not effective for purposes of notice):

                      Alpha Industries, Inc.
                      20 Sylvan Road
                      Woburn, MA  01801
                      Fax:  (617) 824-4564
                      Attention:    General Counsel

                  (b) If to Conexant:

                      Conexant Systems, Inc.
                      4311 Jamboree Road
                      Newport Beach, CA  92660-3095
                      Fax:  (949) 483-6388
                      Attention:    Dennis E. O'Reilly
                                    Senior Vice President, General Counsel
                                    and Secretary

                      with a copy to (not effective for purposes of notice):

                      Chadbourne & Parke
                      30 Rockefeller Plaza
                      New York, New York 10112
                      Fax:  (212) 541-5369
                      Attention:    Peter R. Kolyer, Esq.


or to such other address as may be specified from time to time by Alpha or
Conexant on notice to the other party. Such notice or communication will be
deemed to have been given as of the date so personally delivered, telegraphed,
telecopied, telexed, mailed or sent by courier.


                                       53
<PAGE>
9.2. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may
be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by each Obligor directly affected thereby and Conexant.

9.3. OBLIGATIONS ABSOLUTE. The obligations of each Obligor hereunder shall
remain in full force and effect without regard to, and shall not be impaired by
(a) any Bankruptcy Event in respect of any Obligor; (b) any exercise or
non-exercise, or any waiver of, any right, remedy, power or privilege under or
in respect of this Agreement or any other Financing Document; or (c) any
amendment to or modification of any Financing Document or any release of or
change in the Collateral or other security for any of the Obligations; whether
or not each Obligor shall have notice or knowledge of any of the foregoing.

9.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon each Obligor
and its successors and assigns (although no Obligor may assign its rights and
obligations hereunder) and shall inure to the benefit of Conexant and its
successors and permitted assigns. Conexant may assign its rights under this
Agreement and the other Financing Documents to any Person that is not a
Competitor of Alpha, provided that such Person executes an assignment and
assumption in respect of the Revolving Loan and the Commitment hereunder, in
form reasonably satisfactory to Alpha. All agreements, statements,
representations and warranties made by each Obligor herein or in any certificate
or other instrument delivered by such Obligor or on its behalf under this
Agreement shall be considered to have been relied upon by Conexant and shall
survive the execution and delivery of this Agreement and the other Financing
Documents regardless of any investigation made by Conexant or on its behalf.

9.5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

9.6. TERMINATION; RELEASE. After the Termination Date, this Agreement shall
terminate (provided that all indemnities set forth herein including, without
limitation, in Section 8.1 hereof shall survive such termination) and Conexant,
at the request and expense of the respective Obligor, will promptly execute and
deliver to such Obligor a proper instrument or instruments (including, without
limitation, UCC termination statements on Form UCC-3, termination notices to
each of the banks or brokers pursuant to any Bank Account Control Agreement and
Securities Account Control Agreement entered into with respect to the
Collateral, releases of Collateral Assignments of Lease and releases of the U.S.
Mortgages and the Mexican Mortgages) acknowledging the satisfaction and
termination of this Agreement and the other Financing Documents and the
termination of the Liens hereunder and thereunder, and will duly assign,
transfer and deliver to such Obligor (without recourse and without any
representation or warranty)

                                       54
<PAGE>
such of the Collateral as may be in the possession of Conexant and as has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement.

9.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with each Obligor and Conexant.

9.8. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

9.9. JURISDICTION; CONSENT TO SERVICE OF PROCESS.

         9.9.1. NEW YORK COURTS. Each Obligor hereby irrevocably and
         unconditionally submits, for itself and its property, to the
         nonexclusive jurisdiction of any New York State court or Federal court
         of the United States of America sitting in New York City, and any
         appellate court from any thereof, in any action or proceeding arising
         out of or relating to this Agreement or the other Financing Documents,
         or for recognition or enforcement of any judgment, and each of the
         parties hereto hereby irrevocably and unconditionally agrees that all
         claims in respect of any such action or proceeding may be heard and
         determined in such New York State or, to the extent permitted by law,
         in such Federal court. Each of the parties hereto agrees that a final
         judgment in any such action or proceeding shall be conclusive and may
         be enforced in other jurisdictions by suit on the judgment or in any
         other manner provided by law. Nothing in this Agreement shall affect
         any right that Conexant may otherwise have to bring any action or
         proceeding relating to this Agreement or the other Financing Documents
         against any Obligor or its properties in the courts of any other
         jurisdiction.

         9.9.2. VENUE. Each Obligor hereby irrevocably and unconditionally
         waives, to the fullest extent it may legally and effectively do so, any
         objection that it may now or hereafter have to the laying of venue of
         any suit, action or proceeding arising out of or relating to this
         Agreement or the other Financing Documents in any New York State or
         Federal court. Each Obligor hereby irrevocably waives, to the fullest
         extent permitted by law, the defense of an inconvenient forum to the
         maintenance of such action or proceeding in any such court.

         9.9.3. SERVICE OF PROCESS. Each Obligor irrevocably consents to service
         of process in the manner provided for notices in Section 9.1. Nothing
         in this

                                       55
<PAGE>
         Agreement will affect the right of any party to this Agreement to serve
         process in any other manner permitted by law.

9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH, THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

9.11. ADDITIONAL SUBSIDIARY OBLIGORS. Alpha shall cause each person that becomes
a Subsidiary of Alpha after the Closing Date to execute and deliver to Conexant
a Financing Agreement Supplement and such other agreements, financing statements
or other documents as Conexant may reasonably request to perfect, protect, and
enforce the security interest granted therein, except in the case of any Foreign
Subsidiary, to the extent that, in the opinion of recognized counsel practicing
in the applicable jurisdiction, such action would be unlawful on the part of
such Foreign Subsidiary after taking all reasonable measures consistent with
applicable laws to enable such Foreign Subsidiary to execute and deliver such
documents. Upon execution and delivery after the date hereof by Conexant and
such Subsidiary of a Financing Agreement Supplement, such Subsidiary shall
become an Obligor (and, for purposes of Section 3, an Alpha Subsidiary and
Guarantor) hereunder with the same force and effect as if originally named as
such herein. The execution and delivery of any Financing Agreement Supplement
shall not require the consent of any other Obligor hereunder. The rights and
obligations of each Obligor hereunder shall remain in full force and effect
notwithstanding the addition of any new Obligor as a party to this Agreement.

9.12. CONFIDENTIALITY. Conexant agrees to keep confidential (and to use
reasonable efforts to cause its respective agents and representatives to keep
confidential) the Information (as defined below) and all copies thereof,
extracts therefrom and analyses or other materials based thereon, except that
Conexant shall be permitted to disclose Information (a) to such of its
respective officers, directors, employees, agents, affiliates and
representatives (including, without limitation, attorneys and auditors) as need
to know such Information, (b) to the extent requested by any regulatory
authority (provided such authority shall be advised of the confidential nature
of the Information), (c) to the extent otherwise required by applicable laws and
regulations or by any subpoena or

                                       56
<PAGE>
similar legal process, (d) in connection with any suit, action or proceeding
relating to the enforcement of its rights hereunder or under any of the other
Financing Documents, or (e) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 9.12 or (ii)
becomes available to Conexant on a nonconfidential basis from a source other
than Alpha. For the purposes of this Section, "Information" shall mean all
financial statements, certificates, reports, agreements and information
(including all analyses, compilations and studies prepared by Conexant based on
any of the foregoing) that are received from Alpha or its Subsidiaries and are
identified as "Confidential" or are a type that would normally be accorded
confidential treatment, other than any of the foregoing that were available to
Conexant on a nonconfidential basis prior to its disclosure thereto by Alpha or
any of its Subsidiaries. In the event that Conexant is required by applicable
law, regulation or legal process to disclose any of the Information, Conexant
will, to the extent permitted by law, promptly, notify Alpha in writing. In the
event that no protective order or other remedy is obtained, or that Alpha does
not waive compliance with the terms of this Section, Conexant or its
representative will furnish only that portion of the Information which legal
counsel, satisfactory to Alpha, advises is legally required and Conexant or its
representative shall exercise reasonable efforts at Alpha's expense to preserve
the confidentiality of the remainder of the Information. In no event will
Conexant, or any representative of Conexant, oppose action by Alpha to obtain a
protective order or other relief to prevent the disclosure of the Information or
to obtain reliable assurance that confidential treatment will be afforded the
Information. The provisions of this Section 9.12 shall remain operative and in
full force and effect regardless of the expiration and term of this Agreement.

9.13. ENTIRE AGREEMENT. This Agreement and the other Financing Documents embody
the entire agreement and understanding between the Obligors and Conexant and
supersede all prior agreements and understandings between such parties relating
to the subject matter hereof and thereof. Accordingly, the Financing Documents
may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties.

9.14. NO THIRD PARTY BENEFICIARIES. This Agreement shall be binding on and inure
solely to the benefit of each party hereto and their permitted successors and
assigns and the Indemnitees, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other Person any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

9.15. WITHHOLDING TAXES. Notwithstanding anything to the contrary in this
Agreement or the Purchase Documents, and except as provided in Section 10.11(d)
of the Mexicali Asset Purchase Agreement, Alpha and Mexicali shall withhold any
Taxes required to be withheld from any amounts payable under this Agreement or
any other Financing Document. If any such Taxes are required to be deducted from
or in respect of amounts paid to Conexant other than in respect of the Mexicali
Note, Alpha shall pay to Conexant,

                                       57
<PAGE>
in the manner provided in Section 1 of the Notes, such amount as may be required
so that after making all required deductions for such Taxes, Conexant shall
receive an amount equal to the sum it would have received had no such deductions
been made. Except as provided in Section 10.11(d) of the Mexicali Asset Purchase
Agreement, if any such Taxes accrue and are required to be deducted from or in
respect of amounts payable to Conexant in respect of the Mexicali Note, Alpha
shall pay to Conexant, in the manner provided in Section 1 of the Notes, such
amount as may be required so that after making all required deductions for such
Taxes, Conexant shall receive an amount equal to the sum it would have received
had only one-half of such deductions been made; provided, however, if Conexant
delivers to Alpha an Exchange Notice requesting Alpha's consent to exercise the
Exchange Right, and such request is denied by Alpha pursuant to Section 2.4.2.4,
to the extent any such Taxes accrue after such Exchange Notice is delivered to
Alpha and are required to be deducted from or in respect of amounts payable to
Conexant in respect of the Mexicali Note, Alpha shall pay to Conexant, in the
manner provided in Section 1 of the Notes, such amount as may be required so
that after making all required deductions for such Taxes, Conexant shall receive
an amount equal to the sum it would have received had no such deductions been
made.

9.16. FOREIGN SUBSIDIARIES. The provisions of this Agreement shall be binding
upon and enforceable against Obligors that are Foreign Subsidiaries (other than
Mexicali) and with respect to their property and assets only to the extent
permitted by applicable law of the jurisdiction in which any such Foreign
Subsidiary is organized.

               (remainder of this page intentionally left blank -
                             signature pages follow)


                                       58
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.

                                CONEXANT SYSTEMS, INC.


                                By:   /s/ Dennis E. O'Reilly
                                    -------------------------------------------
                                      Name:     Dennis E. O'Reilly
                                      Title:    Senior Vice President,
                                                General Counsel and Secretary



                                ALPHA INDUSTRIES, INC.,
                                      as an Obligor


                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Vice President, Chief Financial
                                                Officer, Treasurer and Secretary



                                ALPHA INDUSTRIES LIMITED,
                                      as an Obligor


                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Director



                                ALPHA SECURITIES CORPORATION,
                                      as an Obligor


                                By: /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Treasurer and Clerk



                                TRANS-TECH, INC.,
                                      as an Obligor


                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Treasurer and Secretary
<PAGE>
                                AIMTA, INC.,
                                      as an Obligor



                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Vice President, Treasurer
                                                and Secretary



<PAGE>

                                CFP HOLDING COMPANY, INC.,
                                      as an Obligor


                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent
                                      Title:    Treasurer and Secretary



<PAGE>

                                4067959 CANADA, INC.,
                                      as an Obligor


                                By:   /s/ Daniel N. Yannuzzi
                                    -------------------------------------------
                                      Name:     Daniel N. Yannuzzi
                                      Title:    Secretary



                                By:   /s/ Randolph F. LeVan, Jr.
                                    -------------------------------------------
                                      Name:     Randolph F. LeVan, Jr.
                                      Title:    President


<PAGE>
                                CONEXANT SYSTEMS, S.A. de C.V.,
                                      as an Obligor


                                By:   /s/ Paul E. Vincent
                                    -------------------------------------------
                                      Name:     Paul E. Vincent



<PAGE>
                                LEADERCO JAPAN KK,
                                      as an Obligor


                                By:   /s/ Mikio Hattori
                                    -------------------------------------------
                                      Name:     Mikio Hattori
                                      Title:    Representative Director







<PAGE>

                                LEADERCO WORLDWIDE, INC.,
                                      as an Obligor


                                By:   /s/ Daniel N.Yannuzzi
                                    -------------------------------------------
                                      Name:     Daniel N.Yannuzzi
                                      Title:    President and Secretary




<PAGE>
                                                                       EXHIBIT A



                                   DEFINITIONS


1.1. DEFINED TERMS. The following terms shall have the meanings set forth below:

                  "ACCOUNTS" shall have the meaning set forth in the UCC.

                  "ACCOUNTS RECEIVABLE" shall mean all Accounts and all right,
title and interest in any returned goods, together with all rights, titles,
securities and guarantees with respect thereto, including any rights to stoppage
in transit, replevin, reclamation and resales, and all related security
interests, liens and pledges, whether voluntary or involuntary, in each case
whether now existing or owned or hereafter arising or acquired.

                  "ACQUISITION NOTES" shall mean the Alpha Notes, the Mexicali
Note and the Exchange Note, if and when issued, individually and collectively.

                  "AFFILIATE" shall mean any person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
another person. For purposes of this definition, a person shall be deemed to be
"controlled by" another person if the latter possesses, directly or indirectly,
power either to (a) vote 50% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or other
managing body of the former, or (b) direct or cause the direction of the
management and policies of the former, whether by contract or otherwise.
Notwithstanding the foregoing, no individual shall be deemed to be an Affiliate
of a person solely by reason of his or her being a director, officer or employee
of such person.

                  "AGREEMENT" shall mean this Financing Agreement, all Financing
Agreement Supplements, and all Exhibits and Schedules.

                  "ALPHA ASSET PURCHASE AGREEMENT" shall mean the U.S. Asset
Purchase Agreement, dated as of December 16, 2001, by and between Alpha and
Conexant, as amended by the Amendment No. 1 to the U.S. Asset Purchase
Agreement, dated as of June 25, 2002, by and between Alpha and Conexant, as the
same may be further amended, supplemented or modified from time to time.

                  "ALPHA EXCHANGE NOTE" shall mean the promissory note issued
pursuant to Section 2.4.4, substantially in the form annexed as Exhibit B-2,
duly completed in accordance with Section 2.4.4.2.

                  "ALPHA INDUSTRIES GMBH" shall mean Alpha Industries GmbH, a
company organized under the laws of Germany and Wholly-owned Subsidiary of
Alpha.
<PAGE>
                  "ALPHA FSC" shall mean Alpha FSC, Inc., a company organized
under the laws of Barbados.

                  "ALPHA NOTES" shall mean (i) the Stock Purchase Note, (ii) the
U.S. Asset Purchase Note and (iii) the Alpha Exchange Note, individually and
collectively.

                  "ALPHA OBLIGATIONS" shall mean (i) the payment when due
(whether at the stated maturity, by acceleration or otherwise) of principal of
and interest on each Revolving Loan and each of the Alpha Notes, and (ii) the
payment and performance of all obligations of Alpha under this Agreement and the
other Financing Documents.

                  "ALPHA STOCK PURCHASE AGREEMENT" shall mean the Mexican Stock
Purchase Agreement, dated as of June 25, 2002, by and between Alpha and
Conexant, as the same may be amended, supplemented or modified from time to
time.

                  "APPLICABLE RATE" shall mean, with respect to any Revolving
Loan and any Acquisition Note, a per annum rate of interest equal to:

                  (i) for the period commencing on (and including) the Closing
                  Date to (but excluding) the 90th day following the Closing
                  Date, ten percent (10%);

                  (ii) for the period commencing on (and including) the 90th day
                  following the Closing Date to (but excluding) the 180th day
                  following the Closing Date, twelve percent (12%); and

                  (iii) for the period commencing on (and including) the 180th
                  day following the Closing Date to (but excluding) the Maturity
                  Date, fifteen percent (15%).

                  "ASSET SALE" shall mean the sale, transfer or other
disposition (by way of merger or otherwise and including by way of a sale and
leaseback) by Alpha or any of its Subsidiaries to any person of (a) any capital
stock of any Subsidiary (other than directors' qualifying shares) or (b) any
other assets of Alpha or any of its Subsidiaries.

                  "AVAILABILITY PERIOD" shall mean the period commencing on July
10, 2002 and ending on the Expiration Date.

                  "AVAILABLE CASH" shall mean, at any time, the aggregate
amount, determined on a consolidated basis for Alpha and its Subsidiaries, of
all cash, cash equivalents and marketable securities held by Alpha and its
Subsidiaries, as shown on its most recent monthly balance sheet as of the time
any determination of Available Cash is required to be made.

                  "BANK ACCOUNT CONTROL AGREEMENT" shall mean the Bank
Collateral Account Agreement among Alpha or any Alpha Subsidiary, Conexant, and
each bank depositary of Alpha or any Alpha Subsidiary, in form and substance
reasonably satisfactory to each party thereto in respect of the Deposit Accounts
listed in Schedule 5.2.1 and Schedule 1 of any Financing Agreement Supplement.


                                       2
<PAGE>
                  "BANKRUPTCY EVENT" shall mean any event of the type set forth
in clause (e) or (f) of the definition of Event of Default.

                  "BORROWER ACCOUNT" shall mean Alpha's account set forth below
or such other bank account of Alpha as Alpha may from time to time designate in
a written notice to Conexant.

Bank Name:                 Fleet Bank, 100 Federal Street, Boston, MA  02110
ABA#                       011-000-138
Account No.                0058269168
Beneficiary Name:          Alpha Industries, Inc.

                  "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or other day when banks are authorized or required to be closed in
California, Massachusetts or Michigan and, in the case of any payment required
to be made by or to Mexicali, Mexico.

                  "CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate, without duplication, of all expenditures (whether paid in cash or
other consideration or accrued as a liability) by Alpha or any of its
Subsidiaries during such period (or, in the case of a newly formed or acquired
Subsidiary, during the portion of such period when such person was a Subsidiary)
that, in accordance with GAAP, are includible in "additions to property, plant
and equipment" or similar items reflected in the consolidated statement of cash
flows of Alpha and its Subsidiaries for such period (or, in the case of a newly
formed or acquired Subsidiary, during the portion of such period when such
person was a Subsidiary) including expenditures for assets leased by Alpha or
any of its Subsidiaries under Capital Lease Obligations to the extent classified
as Capital Lease Obligations.

                  "CAPITAL LEASE OBLIGATIONS" shall mean as to any person, the
obligations of such person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CHANGE OF CONTROL" shall be deemed to have occurred if: (A)
any person or group (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934, as in effect on the date hereof, shall own, directly or indirectly,
beneficially or of record, shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
Alpha, or (B) the Continuing Directors shall at any time cease to constitute a
majority of the board of directors of Alpha.

                  "CHATTEL PAPER" shall have the meaning set forth in the UCC.

                  "CLOSING CERTIFICATE" shall mean a certificate issued by an
authorized executive officer of Alpha and each Alpha Subsidiary, substantially
in the form annexed as

                                       3
<PAGE>
Exhibit C-1 duly completed in respect of each Alpha Subsidiary that was a
Subsidiary of Washington immediately prior to the Merger and substantially in
the form annexed as Exhibit C-2 duly completed in respect of all other Obligors.

                  "CLOSING DATE" shall mean June 25, 2002 or such other date as
may be agreed in writing by Conexant and Alpha.

                  "COLLATERAL" shall mean, with respect to any Obligor, all of
the property and assets (tangible and intangible) of every kind in which such
Obligor has any right, title or interest, now existing or hereafter acquired,
including all of such Obligor's (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles (including Payment Intangibles and
Contracts), (e) Inventory, (f) Deposit Accounts, (g) Supporting Obligations, (h)
Letter of Credit Rights, (i) Software, (j) Chattel Paper, (k) Commercial Tort
Claims, (l) Instruments, (m) Investment Property, (n) cash and cash accounts,
(o) letters of credit, (p) Goods, (q) Pledged Securities, (r) Intellectual
Property and (s) without duplication, Proceeds; provided, that the Collateral
shall not include Excluded Property.

                  "COLLATERAL ASSIGNMENT OF LEASES" shall mean those certain
collateral assignment of lease agreements, dated as of the Closing Date for the
leased properties set forth in Schedule II.

                  "COMMERCIAL TORT CLAIMS" shall have the meaning set forth in
the UCC.

                  "COMMODITY ACCOUNT", "COMMODITY CONTRACT", "COMMODITY
CUSTOMER" and "COMMODITY INTERMEDIARY" shall have the meanings set forth in the
UCC.

                  "COMPETITOR OF ALPHA" shall mean any person, other than
Conexant or any Subsidiary, division or business unit of Conexant (including
Mindspeed), which derives more than 10% of its revenues from any businesses as
are conducted by Alpha and its Subsidiaries.

                  "COMPLIANCE CERTIFICATE" shall mean a certificate issued by
Alpha, substantially in the form annexed as Exhibit D duly completed.

                  "CONTINGENT OBLIGATION" shall mean, as to any person, any
direct or indirect liability of that person, whether or not contingent, with or
without recourse, (a) with respect to any Indebtedness, lease, dividend, letter
of credit or other obligation (the "PRIMARY OBLIGATIONS") of another person (the
"PRIMARY OBLIGOR"), including any obligation of that person (i) to purchase,
repurchase or otherwise acquire such primary obligations or any security
therefor, (ii) to advance or provide funds for the payment or discharge of any
such primary obligation, or to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect

                                       4
<PAGE>
thereof (each, a "GUARANTY OBLIGATION"); (b) with respect to any surety
instrument (other than any letter of credit) issued for the account of that
person or as to which that person is otherwise liable for reimbursement of
drawings or payments; and (c) with respect to any Hedging Agreement. The amount
of any Contingent Obligation shall be deemed equal to (x) in the case of any
Guaranty Obligation, the stated or determinable amount of the primary obligation
in respect of which such Contingent Obligation is made, or if not stated or if
indeterminable, the reasonably anticipated maximum liability in respect thereof,
and (y) in the case of any other Contingent Obligation, the reasonably
anticipated maximum liability in respect thereof.

                  "CONTINUING DIRECTOR" shall mean any member of Alpha's board
of directors who either (i) is a member of such board as of the Closing Date or
(ii) is thereafter elected to such board, or nominated for election by
stockholders, by a vote of at least two-thirds of the directors at the time of
such vote who are Continuing Directors.

                  "CONTRACTS" shall mean all contracts, leases and agreements
(other than Licenses) between any Obligor and one or more additional parties.

                  "CONTRIBUTION AGREEMENT" shall mean the Contribution and
Distribution Agreement, dated as of December 16, 2001, as amended as of June 25,
2002, by and between Conexant and Washington.

                  "COPYRIGHT LICENSE" shall mean any written agreement, now or
hereafter in effect, granting any right to any third party under any Copyright,
now or hereafter owned, by any Obligor or which such Obligor otherwise has the
right to license, or granting any right to such Obligor under any Copyright, now
or hereafter owned, by any third party, and all rights of such Obligor under any
such agreement.

                  "COPYRIGHTS" shall mean all of the following now owned or
hereafter acquired by any Obligor: (a) all copyright rights in any work subject
to the copyright laws of the United States, whether as author, assignee,
transferee or otherwise, whether statutory or common law, whether or not the
underlying works of authorship have been published, and all copyrights of works
based on, incorporated in, derived from or relating to works covered by such
copyrights, all right, title and interest to make and exploit all derivative
works based on or adopted from works covered by such copyrights, and (b) all
registrations and applications for registration of any such copyright in the
United States, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office.
Copyrights shall include, without limitation, (i) the right to print, publish
and distribute any of the foregoing, (ii) the right to sue or otherwise recover
for any and all past, present and future infringements and misappropriations
thereof, and (iii) all income, royalties, damages and other payments now and
hereafter due and/or payable with respect thereto (including, without
limitation, payments under all Copyright Licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof).


                                       5
<PAGE>
                  "DEFAULT" shall mean any event which, with notice or lapse of
time, or both, would constitute an Event of Default.

                  "DEPOSIT ACCOUNTS" shall have the meaning set forth in the UCC
and shall include the accounts listed on Schedule 5.2.1 and Schedule 1 of any
Financing Agreement Supplement.

                  "DOCUMENTS" shall have the meaning set forth in the UCC.

                  "DOMESTIC SUBSIDIARIES" shall mean all Subsidiaries
incorporated or organized under the laws of the United States of America, any
state thereof or the District of Columbia.

                  "ELIGIBLE RECEIVABLES" shall mean the Accounts Receivable set
forth in Schedule I.

                  "ELECTRONIC CHATTEL PAPER" shall have the meaning set forth in
the UCC.

                  "EQUIPMENT" shall have the meaning set forth in the UCC and,
in any event, shall include, but shall not be limited to, all machinery,
equipment, furnishings, fixtures and vehicles, now or hereafter owned by any
Obligor, and any and all additions, substitutions and replacements of any of the
foregoing, wherever located, together with all attachments, components, parts,
equipment and accessories installed thereon or affixed thereto.

                  "EVENT OF DEFAULT" shall mean the occurrence of any one or
more of the following:

         (a) any representation or warranty made herein or in any other
         Financing Document by any Obligor shall prove to have been false or
         misleading in any material respect when so made or furnished; or

         (b) Alpha or Mexicali shall fail to pay (i) any installment of
         principal when the same may become due and payable under any Revolving
         Loans or any of the Notes or (ii) any installment of interest under any
         Revolving Loans or any of the Notes or any other amount (other than an
         amount referred to in clause (i)) when the same shall have become due
         and payable under any Financing Document and such failure shall
         continue unremedied for a period of five (5) days; or

         (c) any Obligor (other than Alpha) shall fail to pay any Obligation
         guarantied under this Agreement within five (5) days after demand for
         payment by Conexant; or

         (d) any Obligor shall fail to observe or perform any of the covenants,
         conditions or agreements contained in this Agreement or any other
         Financing Document (other than those referred to in clause (b) or (c)
         above) for a period of thirty (30) days after written notice shall have
         been given by Conexant to Alpha specifying such failure and requiring
         Alpha to remedy the same; or


                                       6
<PAGE>
         (e) any Obligor or any of its Subsidiaries shall become insolvent or
         generally fail to pay, or admit in writing its inability to pay, its
         debts as they become due, or shall voluntarily commence any proceeding
         or file any petition under any bankruptcy, insolvency or similar
         federal, state or foreign law or seeking dissolution, liquidation or
         reorganization or the appointment of a receiver, trustee, custodian or
         liquidator for it or a substantial portion of its property, assets or
         business or to effect a plan or other arrangement with its creditors,
         or shall file any answer admitting the jurisdiction of the court and
         the material allegations of an involuntary petition filed against it in
         any bankruptcy, insolvency or similar proceeding, or shall be
         adjudicated bankrupt, or shall make a general assignment for the
         benefit of creditors, or shall consent to, or acquiesce in the
         appointment of, a receiver, trustee, custodian or liquidator for a
         substantial portion of its property, assets or business, or shall by
         any act or failure to act indicate its consent to or approval of any of
         the foregoing, or if any corporate action is taken by the Obligor or
         any of its Subsidiaries for the purpose of effecting any of the
         foregoing; or

         (f) involuntary proceedings or an involuntary petition shall be
         commenced or filed against any Obligor or any of its Subsidiaries under
         any bankruptcy, insolvency or similar federal, state or foreign law or
         seeking the dissolution, liquidation or reorganization of it or the
         appointment of a receiver, trustee, custodian or liquidator for it or
         of a substantial part of its property, assets or business, and such
         proceedings or petition shall not be dismissed within sixty (60) days;
         or any writ, judgment, tax lien, warrant of attachment, execution or
         similar process shall be issued or levied against a substantial part of
         its property, assets or business, and such writ, judgment, lien,
         warrant of attachment, execution or similar process shall not be
         released, vacated or fully bonded, within sixty (60) days after
         commencement, filing or levy, as the case may be, or any order for
         relief shall be entered in any such proceeding; or any winding-up,
         dissolution, liquidation or reorganization of any Obligor or any of its
         Subsidiaries; or

         (g) this Agreement, any Note or any Security Document (other than any
         Foreign Pledge Agreement) shall cease to be in full force and effect or
         any Obligor shall so assert in writing; or

         (h) the Financing Documents shall cease to give Conexant the liens,
         rights, powers and privileges purported to be created thereby,
         including, to the extent acquired, a valid, perfected, first priority
         (except as otherwise provided by this Agreement) security interest in,
         and lien on, any material portion of the securities, assets or
         properties covered thereby, except to the extent any such loss of
         perfection or priority results from the failure of Conexant to maintain
         possession of certificates representing securities pledged herein and
         except to the extent that such loss is covered by a lender's title
         insurance policy and the related insurer promptly after such loss shall
         have acknowledged in writing that such loss is covered by such title
         insurance policy; or


                                       7
<PAGE>
         (i) any Obligor or any of its Subsidiaries shall fail to pay any
         principal of or interest on any indebtedness for borrowed money that is
         outstanding in principal amount of at least $1,000,000 in the aggregate
         of such Obligor or such Subsidiary, when the same becomes due and
         payable (whether by scheduled maturity, mandatory prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such indebtedness; or any other event shall
         occur or condition shall exist under any agreement or instrument
         relating to such indebtedness and shall continue after the applicable
         grace period, if any, specified in such agreement or instrument, if the
         effect of such event or condition is to accelerate, or to permit the
         acceleration of, the maturity of such indebtedness; or any such
         indebtedness shall be declared to be due and payable, or required to be
         prepaid (other than by a regularly scheduled required prepayment),
         redeemed, purchased or defeased, or an offer to prepay, redeem,
         purchase or defease such indebtedness shall be required to be made, in
         each case prior to the stated maturity thereof; or

         (j) one or more judgments or orders for the payment of money which is
         not covered by insurance and, in the aggregate, is in excess of
         $10,000,000 shall be rendered against any Obligor or any of its
         Subsidiaries and the same shall remain undischarged for a period of
         thirty (30) consecutive days during which a stay of enforcement of such
         judgment or order shall not be in effect, or any action shall be
         legally taken by a judgment creditor to levy upon assets or properties
         of any of the Obligors or their Subsidiaries to enforce such judgment;
         or

         (k) there shall have occurred a Change of Control; or

         (l) there shall have occurred a liquidation, dissolution or winding up
         of any of the Obligors or their Subsidiaries or any corporate action is
         taken by any Obligor or any of its Subsidiaries for the purpose of
         effecting any of the foregoing.

                  "EXCESS CASH" shall mean, for any month, the amount by which
(x) Available Cash exceeds (y) $60,000,000, as of the close of business on the
last Business Day of the month.


                  "EXCESS CASH PAYMENT DATE" shall mean the date occurring 10
Business Days after the last day of each calendar month.


                  "EXCHANGE NOTICE" shall mean the notice exercising the
Exchange Right, substantially in the form annexed as Exhibit F, appropriately
completed in accordance with Section 2.4.3.

                  "EXCHANGE RIGHT" shall have the meaning set forth in Section
2.4.

                  "EXCLUDED LICENSES" shall mean various technology Licenses,
cross Licenses comprising covenants not to sue, and so-called reusable IP
Licenses which contain provisions

                                       8
<PAGE>
prohibiting the grant hereunder of a security interest therein without the
consent of other persons.

                  "EXCLUDED LOSS" shall mean any Loss caused by any
circumstance, event or condition, existing as of the Closing Date, that affects
any property directly or indirectly acquired by Alpha in the Merger or pursuant
to the Purchase Documents, including any Lien on any such property, any
liability associated with the ownership or control of such property (under
environmental laws or otherwise), or any claim that the transfer of any such
property to Alpha violated any applicable law, rule, regulation, order or
Contract binding on any such property, Conexant or any Subsidiary of Conexant.

                  "EXCLUDED PROPERTY" shall mean (i) the Contracts which contain
provisions prohibiting the grant hereunder of a security interest therein
without the consent of other persons ("EXCLUDED CONTRACT"), and (ii) Excluded
Licenses; provided that to the extent that any necessary consent is obtained to
grant a security interest in any such Excluded Contract and/or Excluded License,
such Excluded Contract and/or Excluded License, as the case may be, shall no
longer constitute Excluded Property and shall become Collateral hereunder;
provided, however, that notwithstanding the foregoing, all rights to payment for
money due or to become due pursuant to any such Excluded Contract or Excluded
License shall be subject to the security interests created by this Agreement.

                  "EXCLUDED SUBSIDIARY" shall mean (i) Alpha Industries GmbH and
(ii) Alpha FSC, Inc.

                  "EXPIRATION DATE" means the first to occur of (i) the date 364
calendar days after the Closing Date, and (ii) any date on which the Commitments
are terminated in accordance with the provisions of this Agreement.

                  "FIANZA" shall mean that certain General Continuing Guaranty
Agreement, that is enforceable under the laws of Mexico, executed and delivered
in favor of Conexant by Mexicali, and in form and substance satisfactory to
Conexant.

                  "FINANCING AGREEMENT SUPPLEMENT" shall mean the instrument
annexed as Exhibit E duly completed in accordance with Section 9.11 of this
Agreement.

                  "FINANCING DOCUMENTS" shall mean this Agreement, the Security
Documents, any Financing Agreement Supplement, the Alpha Notes, the Revolving
Note, the Mexicali Note, the Closing Certificate, any Compliance Certificate,
and any other document, instrument or certificate required by this Agreement or
any Security Document to be delivered to Conexant by or on behalf of any
Obligor, individually and collectively.

                  "FIXTURES" shall have the meaning set forth in the UCC.

                  "FOREIGN PLEDGE AGREEMENTS" shall mean (i) the Mexicali Stock
Pledge Agreement, (ii) the Share Mortgage referred to in Section 2.3.9.7, (iii)
the Statement of Pledge

                                       9
<PAGE>
of Share Account Declaration and (iv) the Certificate of Pledge referred to in
Section 2.3.9.3, individually and collectively.

                  "FOREIGN SUBSIDIARY" shall mean any Subsidiary that is not a
Domestic Subsidiary.

                  "GAAP" shall mean United States generally accepted accounting
principles as in effect from time to time.

                  "GENERAL INTANGIBLES" shall have the meaning set forth in the
UCC.

                  "GOODS" shall have the meaning set forth in the UCC.

                  "GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof, and any federal, state, local
or foreign court or governmental, executive, legislative, judicial,
administrative or regulatory agency, department, authority, instrumentality,
commission, board or similar body.

                  "GUARANTY" shall mean the guaranty of the Obligations set
forth in Section 3 of this Agreement.

                  "GUARANTOR" shall mean Alpha, each Alpha Subsidiary and each
person that becomes an Obligor pursuant to Section 9.11 of this Agreement,
individually and collectively.

                  "HEDGING AGREEMENT" shall mean any interest rate, currency, or
commodity swap agreement, exchange agreement, hedging arrangement or similar
agreement or arrangement designed to protect against fluctuations in interest
rates, currency exchange rates or commodity prices, including any futures
contract, forward contract or option agreement.

                  "INDEBTEDNESS" shall mean, as to any person, without
duplication, (a) all indebtedness of such person (i) evidenced by any notes,
bonds, debentures or similar instruments made or issued by such person, (ii) for
borrowed money, or (iii) for the deferred purchase price of property or
services, (b) the face amount of all letters of credit or banker's acceptances
issued for the account of such person, (c) all indebtedness secured by any Lien
on any property owned by such person, whether or not such indebtedness has been
assumed by such person, (d) the aggregate amount of Capital Lease Obligations,
(e) all repurchase obligations of such person pursuant to which such person has
agreed to repurchase on a future date properties or assets previously
transferred by it, for a specified price, (f) all Contingent Obligations of such
person with respect to the Indebtedness of others, (g) all obligations of such
person in respect of Hedging Agreements, and (h) all obligations under any
"synthetic leases" or in respect of any "minority interest" in a person
primarily engaged in financing activities, excluding, however, from each of
clauses (a) through (h) inclusive (1) all accounts payable and accrued
obligations incurred in the ordinary course of business, due and payable within
90 days of the earlier of shipment and invoice and accounted for as current
liabilities, or, if such obligations are past due, to the extent the same are
being disputed in good faith by appropriate proceedings so long as adequate
reserves are maintained therefor in accordance

                                       10
<PAGE>
with GAAP, and (2) obligations under leases, excluding in all cases for the
purposes of this clause (2), any "synthetic leases", which are, in accordance
with GAAP, accounted for as operating leases. The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner, solely to the extent such Indebtedness is recourse to such
person or all or a portion of such person's assets either expressly, by
operation of law or otherwise.

                  "INDEMNITEE" shall have the meaning set forth in Section 8.1
of this Agreement.

                  "INSTRUMENT" shall have the meaning set forth in the UCC.

                  "INTELLECTUAL PROPERTY" shall mean all intellectual and
similar property of any Obligor of every kind and nature, including inventions,
designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential
or proprietary technical and business information, know-how, show-how or other
data or information, software and databases and all embodiments or fixations
thereof and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and books and records describing or
used in connection with, any of the foregoing.

                  "INVENTORY" shall have the meaning set forth in the UCC.

                  "INVESTMENT" means any investment in any Person, whether by
means of an acquisition of securities, share capital, partnership, joint venture
or other equity investment, capital contribution, profit sharing arrangement,
loan, guarantee, advance, deposit or otherwise.

                  "INVESTMENT PROPERTY" shall have the meaning set forth in the
UCC.

                  "LETTER OF CREDIT RIGHTS" shall have the meaning set forth in
the UCC.

                  "LICENSE" shall mean any Patent License, Trademark License,
Copyright License or other license or sublicense to which any Obligor is a
party.

                  "LIENS" shall mean any security interest, mortgage, pledge,
hypothecation, lien, claim, charge, encumbrance, title retention agreement,
lessor's interest in a financing lease or analogous instrument, in, of, or on
any Obligor's property, and any option, warrant, purchase or subscription right,
transfer restriction or other encumbrance on any capital stock of any Subsidiary
of Alpha.

                  "LOSS" shall have the meaning set forth in Section 8.1.

                  "MARGIN STOCK" shall have the meaning set forth in Regulation
U of the Board of Governors of the Federal Reserve System as from time to time
in effect.


                                       11
<PAGE>
                  "MATERIAL ADVERSE EFFECT" means any event, condition or
circumstance which materially and adversely affects (i) the business,
operations, properties or condition (financial or other) of Alpha and its
Subsidiaries, taken as a whole, or (ii) the ability of any Obligor to perform
its obligations under the Financing Documents or (iii) the rights or remedies of
Conexant under any of the Financing Documents or (iv) the perfection or priority
of any Lien on any item of Collateral granted by any of the Security Documents
from that in effect on the Closing Date or (v) the legality, validity or
enforceability of any provision in any of the Financing Documents from that in
effect on the Closing Date.

                  "MATERIAL ITEM" shall mean any property that is Collateral
except for any particular property that (x) is not material to the business,
operations or condition (financial or other) of any Obligor and (y) has a book
value of less than $100,000.

                  "MATURITY DATE" shall mean the date 364 calendar days after
the Closing Date.

                  "MERGER" shall mean the merger of Washington with and into
Alpha pursuant to the Merger Agreement.

                  "MERGER AGREEMENT" shall mean the Agreement and Plan of
Reorganization, dated as of December 16, 2001, as amended as of April 12, 2002,
by and among Conexant, Alpha and Washington.

                  "MEXICALI ASSET PURCHASE AGREEMENT" shall mean the Amended and
Restated Mexican Asset Purchase Agreement, dated as of June 25, 2002, by and
between Alpha and Conexant, as the same may be amended, supplemented or modified
from time to time.

                  "MEXICALI NOTE" shall mean the promissory note issued by
Mexicali to Conexant pursuant to Section 2.4 of the Mexicali Asset Purchase
Agreement, in the form annexed as Exhibit B-4.

                  "MEXICALI OBLIGATIONS" shall mean (i) the payment when due
(whether at the stated maturity, by acceleration or otherwise) of principal of
and interest on the Mexicali Note, and (ii) the payment and performance of all
obligations of Mexicali under the Mexican Security Documents.

                  "MEXICAN MORTGAGES" shall mean that certain Mortgage
Agreement, dated as of the Closing Date, in the form annexed as Exhibit H.

                  "MEXICAN SECURITY DOCUMENTS" shall mean the Mexican Mortgages,
the Fianza, the Mexican Stock Pledge Agreement, and each document or instrument
provided pursuant to Section 2.4.7 from time to time.

                  "MEXICAN STOCK PLEDGE AGREEMENT" shall mean that certain Stock
Pledge Agreement by and among Alpha, LeaderCo Worldwide, Inc., Mexicali and
Conexant in the form annexed as Exhibit I.


                                       12
<PAGE>
                  "NET CASH PROCEEDS" shall mean (a) with respect to any Asset
Sale, the cash proceeds (including cash proceeds subsequently received (as and
when received) in respect of non-cash consideration initially received and
including all insurance settlements and condemnation awards from any single
event or series of related events), net of transaction expenses (including
reasonable broker's fees or commissions, legal fees, accounting fees, investment
banking fees and other professional fees, and transfer and similar taxes) and
(b) with respect to any creation or incurrence of Indebtedness, the issuance or
sale of capital stock of Alpha or its Subsidiaries, the cash proceeds thereof,
net of all taxes and customary fees, commissions, costs and other expenses
(including reasonable broker's fees or commissions, legal fees, accounting fees,
investment banking fees and other professional fees, and underwriter's discounts
and commissions) incurred in connection therewith.

                  "NOTES" shall mean the Acquisition Notes and the Revolving
Note, if issued, individually and collectively.

                  "NOTICE OF BORROWING" means a notice, substantially in the
form annexed as Exhibit K, appropriately completed in conformity with Section
2.1.3.

                  "OBLIGATIONS" shall mean (i) the Alpha Obligations; (ii) the
Mexicali Obligations; (iii) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations and
indebtedness (including, without limitation, indemnities, fees and interest
thereon) of each Obligor to Conexant, whether now existing or hereafter incurred
under, arising out of, or in connection with this Agreement and the other
Financing Documents (including, in the case of each Alpha Subsidiary, all such
obligations and indebtedness under the Guaranty) and the due performance and
compliance by such Obligor with all of the terms, conditions and agreements
contained in this Agreement and the other Financing Documents; (iv) any and all
sums advanced by Conexant in order to preserve the Collateral or preserve its
security interest in the Collateral; (v) in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations or liabilities of
such Obligor referred to in clause (i) or (ii) above, after an Event of Default
shall have occurred and be continuing, the reasonable expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by Conexant of its rights
hereunder, together with reasonable attorneys' fees and court costs; and (iv)
all amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement under Section 8.1 of this Agreement.

                  "OBLIGORS" shall mean Alpha, the Alpha Subsidiaries and any
person that becomes an Obligor pursuant to Section 9.11 of this Agreement,
individually and collectively.

                  "PATENT LICENSE" shall mean any written agreement, now or
hereafter in effect, granting to any third party any right to make, use, sell,
offer for sale, or import any invention on which a Patent, now or hereafter
owned by any Obligor or which any Obligor otherwise has the right to license, is
in existence, or granting to any Obligor any right to make, use, sell, offer for
sale, or import any invention on which a Patent, now or hereafter owned by any
third party, is in existence, and all rights of any Obligor under any such
agreement.


                                       13
<PAGE>
                  "PATENTS" shall mean all of the following now owned or
hereafter acquired by any Obligor: (a) all letters patent of the United States,
all registrations and recordings thereof, and all applications for letters
patent of the United States, including registrations, recordings and pending
applications in the United States Patent and Trademark Office, and (b) all
reissues, continuations, divisions, continuations-in-part, provisionals,
substitutes, renewals or extensions thereof, and the inventions disclosed or
claimed therein, including the right to make, use, sell, offer for sale and/or
import the inventions disclosed or claimed therein. Patents shall include
without limitation (i) all inventions and improvements described or claimed
therein, (ii) the right to sue or otherwise recover for any infringements or
misappropriations thereof, and (iii) all income, royalties, damages and other
payments now and hereinafter due and/or payable with respect thereto (including,
without limitation, patents under all Patent Licenses entered into in connection
therewith, and damages and payments for past and future infringements thereof).

                  "PAYMENT INTANGIBLES" shall have the meaning set forth in the
UCC.

                  "PERMITTED INVESTMENTS" shall mean, as to any person, (a)
Investments made by Alpha in accordance with its Investment Policy as adopted by
Alpha in January, 2000 (as the same may be amended from time to time with the
approval of Conexant); provided, that no Investments denominated in any currency
other than United States dollars other than foreign currency deposits held in
bank accounts of Foreign Subsidiaries to fund current operations in the normal
course of business shall be made during the term of this Agreement without
Conexant's prior written consent; (b) Investments existing on the date hereof
and any other Investments that may be distributed thereon or in exchange or
conversion thereof or in substitution therefor; (c) Capital Expenditures to the
extent permitted by this Agreement; (d) cash collateral provided to Conexant
pursuant to the Financing Documents; (e) Contingent Obligations of any person,
acquired in the ordinary course of business; (f) Investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
suppliers and customers and in good faith settlement of delinquent obligations
of, and other disputes with, customers and suppliers arising in the ordinary
course of business; (g) intercompany loans and advances to a Subsidiary of Alpha
to fund working capital needs incurred in the ordinary course of business
consistent with past practice; provided that the aggregate amount of such
Investments made after the Closing Date in any Excluded Subsidiary or Restricted
Subsidiary shall be subject to the limitations in Section 7.18; (h) Investments
consisting of Hedging Agreements entered into in the ordinary course of business
consistent with past practice and not for the purpose of speculation; (i)
capital stock of any Person that is a Subsidiary of any Obligor on the Closing
Date, after giving effect to the Merger and the Purchase Documents; (j) loans or
advances from any Obligor or its Subsidiaries to its directors, officers and
employees in the ordinary course of business consistent with past practice and
(k) accounts payable (or advances or extensions of credit to customers payable
within 90 days for inventory or services purchased from any Obligor) arising in
the ordinary course of business.

                  "PERMITTED LIENS" shall mean (i) Liens for taxes, assessments
and governmental charges or levies on property not yet due and payable or which
are being

                                       14
<PAGE>
contested in good faith and for which appropriate reserves are maintained, (ii)
Liens imposed by law, such as landlords', materialmen's, mechanics', carriers',
workmen's and repairmen's Liens and other similar Liens arising in the ordinary
course of business securing obligations that are not overdue for a period of
more than thirty (30) days, (iii) pledges or deposits to secure obligations
under workers' compensation laws or similar legislation, to secure the
performance of bids, trade contracts (other than Indebtedness), leases (other
than Capital Lease Obligations), letters of credit, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business or to secure public or statutory obligations, not to
exceed $10,000,000 at any one time outstanding, (iv) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods, (v) Liens for Purchase Money
Indebtedness or Capital Lease Obligations, provided such Indebtedness is
permitted by the terms of this Agreement and the Lien applies only to the
property that is acquired with the proceeds of the Purchase Money Indebtedness
or is leased pursuant to such Capital Lease Obligation (or proceeds of such
acquired property), (vi) Liens expressly permitted or granted by the Financing
Documents, (vii) Liens on property acquired pursuant to the Purchase Documents
which existed at the time such property was acquired, (viii) Liens on property
of the successor entity to Washington, any Subsidiary of the Washington
successor or Mexicali which existed prior to the Merger or resulted from the
Spin-Off, the Merger or the Purchase Transactions, (ix) the Liens set forth in
Schedule III hereto, (x) easements, rights of way, zoning restrictions,
encroachments and other minor defects or irregularities in title, in each case
which do not (1) evidence or secure Indebtedness or any other monetary
obligation, and (2) will not make the real property unmarketable or interfere in
any material respect with the ordinary conduct of the business of Alpha and its
Subsidiaries at the real property so encumbered, (xi) any interest or title of a
lessor or sublessor under any lease of real estate permitted under the Financing
Documents, (xii) Liens arising from the rendering of a final judgment or order
that does not give rise to an Event of Default or other similar Liens (not
exceeding $10,000,000 in the aggregate) arising in connection with legal
proceedings so long as the execution or other enforcement thereof is effectively
stayed and the claims secured thereby are being contested in good faith by
appropriate proceedings and such Obligor has established appropriate reserves
against such claims in accordance with GAAP, (xiii) Liens securing Refinancing
Indebtedness permitted in accordance with Section 7.12, (xiv) bank setoff rights
arising in the ordinary course of business, and (xv) any extension, renewal or
replacement (or successive extension, renewal, or replacement) in whole or in
part, of any Lien referred to in the foregoing clauses (i) through (xiv)
inclusive; provided, however, that the principal amount of the Indebtedness or
other obligation secured thereby shall not exceed the principal amount of the
Indebtedness or other obligation so secured at the time of such extension,
renewal or replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the Lien so extended,
renewed or replaced (plus improvements on such property).

                  "PERSON" shall mean any individual, partnership, limited
partnership, company, joint venture, firm, corporation, sociedad anonima,
association, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.


                                       15
<PAGE>
                  "PLEDGED SECURITIES" shall mean any and all Pledged Stock or
any other Security now or hereafter included in the Collateral and shall include
those set forth on Schedule 5.2.1 and Schedule 1 of any Financing Agreement
Supplement.

                  "PLEDGED STOCK" shall mean the shares of capital stock of each
direct or indirect Subsidiary of Alpha owned by Alpha or any Subsidiary other
than the Excluded Subsidiaries, including any and all certificates and other
instruments now or hereafter evidencing any such capital stock and shall include
those set forth on Schedule 5.2.1 and Schedule 1 of any Financing Agreement
Supplement.

                  "PROCEEDS" shall have the meaning provided in the UCC or under
other relevant law and, in any event, shall include, but not be limited to, (i)
any and all proceeds of any insurance, indemnity, warranty or guaranty payable
to Conexant or any Obligor from time to time with respect to any of the
Collateral, (ii) any and all payments (in any form whatsoever) made or due and
payable to any Obligor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental authority (or any person acting under color of
governmental authority), (iii) any and all other amounts from time to time paid
or payable under, or in connection with, any of the Collateral, including from
the sale, exchange, license, lease or other disposition of any asset or property
that constitutes Collateral, any value received as a consequence of the
possession of any Collateral and any payment received from any insurer or other
person or entity as a result of the destruction, loss, theft, damage or other
involuntary conversion of whatever nature of any asset or property which
constitutes Collateral, and shall include (a) all cash and negotiable
instruments received by or held on behalf of Conexant, (b) any claim of any
Obligor against any third party for (and the right to sue and recover for and
the rights to damages or profits due or accrued arising out of or in connection
with) (w) past, present or future infringement of any Patent now or hereafter
owned by any Obligor, or licensed under a Patent License, (x) past, present or
future infringement or dilution of any Trademark now or hereafter owned by any
Obligor or licensed under a Trademark License or injury to the goodwill
associated with or symbolized by any Trademark now or hereafter owned by any
Obligor, (y) past, present or future breach of any License, and (z) past,
present or future infringement of any Copyright now or hereafter owned by any
Obligor or licensed under a Copyright License.

                  "PURCHASE DOCUMENTS" shall mean the Alpha Asset Purchase
Agreement, the Alpha Stock Purchase Agreement and the Mexicali Asset Purchase
Agreement, individually and collectively.

                  "PURCHASE MONEY INDEBTEDNESS" shall mean any Indebtedness of a
person to any seller or other person incurred to finance the acquisition
(including in the case of a Capital Lease Obligation, the lease) of any after
acquired real or personal tangible property or assets related to the business of
Alpha or its Subsidiaries and which is incurred substantially concurrently with
such acquisition and is secured only by the assets so financed.


                                       16
<PAGE>
                  "REAL PROPERTY" shall mean, with respect to any person, the
right, title and interest of such person in and to land, improvements and
fixtures, including leaseholds.

                  "RELEVANT TRANSACTION" shall mean (A) any Asset Sale other
than those referred to in Section 7.8(a) through (d), Section 7.8(e) to the
extent Net Sale Proceeds may, in accordance with the terms thereof, be used to
acquire replacement property or be released to Alpha or a Subsidiary of Alpha
and Section 7.8(f); provided that nothing herein shall be deemed to authorize
any Asset Sale not expressly permitted by Section 7.8, (B) the issuance of any
debt securities (including debt securities convertible into, or exchangeable or
exercisable for, equity securities) or the incurrence of any indebtedness for
borrowed money pursuant to Section 7.12(a)(iv), and (C) the issuance of any
equity securities (including shares of capital stock of any class or any
securities convertible into or exercisable for, or any rights, warrants, calls
or options to acquire, any such shares) by Alpha or any Subsidiaries of Alpha,
other than (i) any issuance pursuant to warrants, calls or options to acquire
shares of Alpha or any of its Subsidiaries issued prior to the Closing Date,
(ii) any issuance of equity securities to employees, officers or directors of
Alpha or any of its Subsidiaries (including Washington and its Subsidiaries) in
connection with equity-based compensation arrangements in the ordinary course of
business, (iii) any issuance or equity securities by a Subsidiary of Alpha
solely to Alpha or another Wholly-owned Subsidiary of Alpha, and (iv) any common
stock of Alpha issued pursuant to the Warrant dated June 25, 2002 issued by
Alpha to Jazz Semiconductor, Inc.

                  "RESERVE" shall mean (i) $0, at any time when the amount of
Eligible Receivables exceeds $150,000,000, and (ii) $25,000,000, at any other
time.

                  "RESTRICTED PAYMENT" means any action referred to in Section
7.10.

                  "RESTRICTED SUBSIDIARY" shall mean (i) each organization
listed in Schedule V, (ii) any other Subsidiary of Alpha, other than an Excluded
Subsidiary, which (x) is not an Obligor or (y) has not procured for Conexant a
fully perfected, first-priority Lien on all or substantially all of its property
and assets pursuant to documentation reasonably satisfactory to Conexant.

                  "REVOLVING LOAN" shall mean any loan made pursuant to Section
2.1.2.

                  "REVOLVING NOTE" shall mean any note issued pursuant to
Section 2.1.6.

                  "SECURITIES ACCOUNT CONTROL AGREEMENT" shall mean the
Securities Account Control Agreement among Alpha or any Alpha Subsidiary,
Conexant and the Securities Intermediary of Alpha or any Alpha Subsidiary, in
form and substance reasonably satisfactory to each party thereto in respect of
the Security Accounts listed in Schedule 5.2.1 and Schedule 1 of any Financing
Agreement Supplement.

                  "SECURITIES INTERMEDIARY" shall have the meaning set forth in
the UCC.

                  "SECURITY" shall have the meaning set forth in the UCC.


                                       17
<PAGE>
                  "SECURITY ACCOUNTS" shall have the meaning set forth in the
UCC and shall include the accounts listed on Schedule 5.2.1 hereto and Schedule
1 of any Financing Agreement Supplement.

                  "SECURITY DOCUMENTS" shall mean the U.S. Security Documents,
the Foreign Pledge Agreements and the Mexican Security Documents, individually
and collectively.

                  "SECURITY ENTITLEMENTS" shall have the meaning set forth in
the UCC.

                  "SECURITY INTEREST" shall mean the security interest granted
by the Obligors to Conexant pursuant to Section 4 of this Agreement.

                  "SOFTWARE" shall have the meaning set forth in the UCC.

                  "SOLVENT" shall mean, with respect to any person, that the
value of the assets of such person (both at fair value and present fair saleable
value) is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such person
as of such date and that, as of such date, such person is able to pay all
liabilities of such person as such liabilities mature and does not have
unreasonably small capital. In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities shall be computed at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

                  "SPIN-OFF" shall mean the distribution of all the outstanding
common stock, par value $0.01 per share, of Washington to the holders of common
stock, par value $1.00 per share, of Conexant and Conexant Series B Preferred
Stock, other than shares held in the treasury of Conexant, on a one share for
one share basis pursuant to the Contribution Agreement.

                  "STOCK PURCHASE NOTE" shall mean the promissory note issued by
Alpha to Conexant pursuant to Section 2.2 of the Alpha Stock Purchase Agreement,
in the form annexed as Exhibit B-3.

                  "SUBSIDIARY" shall mean, with respect to any person (herein
referred to as the "parent") any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity, the ordinary voting power or the
general partnership interests are, at the time any determination is being made,
owned, controlled or held, or (b) that is otherwise controlled, in each case,
directly or indirectly, by the parent and/or one or more subsidiaries of the
parent. For the purposes of this definition, "controlled by" shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of management or policies of a person, through the ownership of voting
securities, by contract or otherwise.

                  "SUPPLY AGREEMENT" shall mean the Newport Supply Agreement and
the Newbury Supply Agreement, to be entered into between Conexant and Alpha.


                                       18
<PAGE>
                  "SUPPORTING OBLIGATIONS" shall have the meaning set forth in
the UCC.

                  "TANGIBLE CHATTEL PAPER" shall have the meaning set forth in
the UCC.

                  "TAX" shall mean any Federal, state, or foreign tax,
assessment, governmental charge, or levy imposed upon a person or its assets and
properties.

                  "TAX ALLOCATION AGREEMENT" shall mean the Tax Allocation
Agreement by and among Conexant, Washington and Alpha, dated as of June 25,
2002.

                  "TERMINATION DATE" shall mean the date upon which the
Obligations have been paid in full in cash.

                  "TRADEMARK LICENSE" shall mean any written agreement, now or
hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Obligor or which any Obligor otherwise has the
right to license, or granting to any Obligor any right to use any Trademark now
or hereafter owned by any third party, and all rights of any Obligor under any
such agreement.

                  "TRADEMARKS" shall mean all of the following now owned or
hereafter acquired by any Obligor: (a) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office, or any State of the United States, and all extensions or
renewals thereof, (b) all goodwill associated therewith or symbolized thereby,
and (c) all other assets, rights and interests that uniquely reflect or embody
such goodwill. Trademarks shall include without limitation (i) the right to sue
or otherwise recover for any and all past, present and future infringements and
misappropriations thereof, and (ii) all income, royalties, damages and other
payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all Trademark Licenses entered into in
connection therewith, and damages and payments for past or future infringements
thereof).

                  "UCC" shall mean (i) the Uniform Commercial Code as in effect
from time to time in the State of New York and (ii) in any case where mandatory
choice of law rules in the New York Uniform Commercial Code require the
application of the Uniform Commercial Code of another United States
jurisdiction, the Uniform Commercial Code of such other jurisdiction as in
effect from time to time.

                  "U.S. ASSET PURCHASE NOTE" shall mean the promissory note
issued by Alpha to Conexant pursuant to Section 2.2 of the Alpha Asset Purchase
Agreement, in the form annexed as Exhibit B-5.


                                       19
<PAGE>
                  "U.S. MORTGAGES" shall mean those certain deeds of trust and
mortgage agreements, dated as of the Closing Date, in the form annexed as
Exhibit G, for the owned properties set forth in Schedule IV.

                  "U.S. SECURITY DOCUMENTS" means this Agreement, the U.S.
Mortgages, the Collateral Assignment of Leases, each Bank Account Control
Agreement, each Securities Account Control Agreement, any Financing Agreement
Supplement, the Security Interest in registered Trademarks and Patents and in
applications for the registration of Trademarks and Patents filed in the United
States Patent and Trademark Office, any Security Interest in registered
Copyrights and in applications for the registration of Copyrights filed in the
United States Copyright Office, the financing statements and each document or
instrument provided pursuant to Sections 4.2 and 4.5 from time to time,
individually and collectively.

                  "WASHINGTON" shall mean Washington Sub, Inc., a Delaware
corporation and Wholly-owned Subsidiary of Conexant.

                  "WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary, the
parent of which owns, controls or holds 100% of the equity, the ordinary voting
power or the general partnership interests at the time any such determination is
made, including without limitation any qualifying share structure whereby 100%
of such equity, ordinary voting power or general partnership interests are
owned, controlled or held by the parent together with its Affiliates, directors
or officers.

1.2. RULES OF CONSTRUCTION. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any person shall be construed to include such person's successors and
assigns (subject to any restrictions on such assignments set forth herein), (c)
the words "herein", "hereof" and "hereunder", and words of similar import shall
be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, and (f) any
reference to any law, rule or regulation shall be construed to mean that law,
rule or regulation as amended and in effect from time to time. Each covenant in
this Agreement or any other Financing Document shall be given independent
effect, and the fact that any act or omission may be permitted by one covenant
and prohibited or restricted by any other covenant (whether or not dealing with
the same or similar events) shall not be construed as creating any

                                       20
<PAGE>
ambiguity, conflict or other basis to consider any matter other than the express
terms hereof in determining the meaning or construction of such covenants and
the enforcement thereof in accordance with their respective terms.

1.3. ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time.

1.4. HEADINGS DESCRIPTIVE. The headings of the several Sections are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


                                       21
<PAGE>
                                   Schedule I

                  "ELIGIBLE RECEIVABLES" shall mean any Accounts Receivable of
Alpha, as shown on its most recent consolidated balance sheet, other than any:

                  (a) that does not arise from the sale of goods or the
performance of services by Alpha in the ordinary course of its business;

                  (b) (i) upon which Alpha's right to receive payment is not
absolute or is contingent upon the fulfillment of any condition whatsoever or
(ii) as to which Alpha is not able to bring suit or otherwise enforce its
remedies against the account debtor through judicial process or (iii) if the
Account represents a progress billing consisting of an invoice for goods sold or
used or services rendered pursuant to a contract under which the account
debtor's obligation to pay that invoice is subject to Alpha's completion of
further performance under such contract or is subject to the equitable lien of a
surety bond issuer;

                  (c) to the extent that any defense, counterclaim, setoff or
dispute is asserted as to such Account;

                  (d) that is not a true and correct statement of bona fide
indebtedness incurred in the amount of the Account for merchandise sold to or
services rendered and accepted by the applicable account debtor;

                  (e) with respect to which an invoice has not been sent to the
applicable account debtor;

                  (f) that (i) is not owned by Alpha or (ii) is subject to any
right, claim, security interest or other interest of any other person, other
than Permitted Liens;

                  (g) that arises from a sale to any director, officer, other
employee or Affiliate of Alpha or any Subsidiary of Alpha;

                  (h) that is the obligation of an account debtor that is the
United States government or a political subdivision thereof, or any state,
county or municipality or department, agency or instrumentality thereof;

                  (i) that is the obligation of an account debtor located in a
foreign country;

                  (j) to the extent Alpha is liable for goods sold or services
rendered by the applicable account debtor to Alpha but only to the extent of the
potential offset;

                  (k) that arises with respect to goods that are delivered on a
bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale
or other terms by reason of which the payment by the account debtor is or may be
conditional;
<PAGE>
                  (l) that is in default, provided, that, without limiting the
generality of the foregoing, an Account shall be deemed in default upon the
occurrence of any of the following;

                           (i) the Account is not paid within the earlier of: 60
                  days following its due date or 90 days following its original
                  invoice date;

                           (ii) the account debtor obligated upon such Account
                  suspends business, makes a general assignment for the benefit
                  of creditors or fails to pay its debts generally as they come
                  due; or

                           (iii) a petition is filed by or against any Account
                  Debtor obligated upon such Account under any bankruptcy law or
                  any other federal, state or foreign receivership, insolvency
                  relief or other law or laws for the relief of debtors;

                  (m) that is the obligation of an account debtor if 50% or more
of the dollar amount of all Accounts owing by that account debtor are ineligible
under the other criteria set forth above;

                  (n) as to which Conexant's Lien thereon is not a first
priority perfected Lien;

                  (o) to the extent such Account is evidenced by a judgment,
Instrument or Chattel Paper;

                  (p) that is payable in any currency other than dollars; or

                  (q) that is otherwise unacceptable to Conexant in its
reasonable credit judgment exercised in a manner which is customary either in
the commercial finance industry; and

                  (r) that is included in any reserve, including for
uncollectable Accounts or other similar reserve.

                                        2

</TEXT>
</DOCUMENT>
