ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the Agreement) is made effective as of January 25, 2006 (the Effective Date), by and among SV Probe Pte. Ltd, a corporation organized under the laws of Singapore (SV Singapore), SV Probe, Inc., a California corporation (SV US, and together with SV Singapore and its subsidiaries collectively referred to as Purchaser), Kulicke and Soffa Industries, Inc., a Pennsylvania corporation (K&S), K&S Interconnect, Inc., a Delaware corporation (Interconnect), Kulicke and Soffa (Suzhou), Ltd., a corporation organized under the laws of the Peoples Republic of China (Chinese Sub), Kulicke and Soffa (Japan) Ltd., a corporation organized under the laws of Japan (Japanese Sub), Kulicke & Soffa (S.E.A.) Ptd Ltd., a corporation organized under the laws of Singapore (Singaporean Sub), and Kulicke & Soffa Test Taiwan Co. Ltd., a corporation organized under the laws of Taiwan (Taiwanese Sub). Chinese Sub, Japanese Sub, Singaporean Sub and Taiwanese Sub, together with Probe Technology S.A.S. France, a corporation organized under the laws of France (French Sub), are collectively referred to herein as the Subsidiaries. Interconnect and the Subsidiaries are referred to herein collectively as the Seller Group.

RECITALS

A. Seller Group is engaged in the manufacture and sale of wafer test solutions (the Business) and certain other lines of business. Seller Group desires to sell substantially all of the assets, and assign certain of the liabilities, that relate to the Business to Purchaser, and Purchaser desires to purchase such assets and assume such liabilities, subject to the terms and conditions of this Agreement.

B. K&S indirectly or directly owns all or substantially all of the issued and outstanding capital stock or other equity interests of each member of Seller Group. Ellipsiz Ltd., a corporation organized under the laws of Singapore (SV Parent), indirectly or directly owns a majority of the issued and outstanding shares of the capital stock of Purchaser.

C. At the time of, and in connection with, the first closing of the sale of assets to Purchaser, the parties desire to enter into a transition services agreement and certain other agreements to facilitate the transition of the Business to Purchaser following the Initial Closing, as described more fully herein.

Therefore, based on the foregoing premises and for other good and valuable consideration, the parties do hereby agree as follows:

AGREEMENT

1. Sale of Assets.

(a) Upon the terms and conditions set forth in this Agreement, at the Initial Closing or the China Closing, as applicable, Seller Group shall, and K&S shall cause Seller Group to, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller Group, the assets that are described below and used exclusively in the Business (the Assets), free and clear of any Claims other than Permitted Claims:

(i) any and all furniture, fixtures, improvements, equipment (including office equipment), machinery, parts, computer hardware, tools, vehicles and all other tangible personal property that is used or held for use exclusively in the Business listed on Schedule 1(a)(i);

(ii) any and all rights of Seller Group in and to (collectively, the Proprietary Rights):

(1) the Trademarks listed in Schedule 5(j)(i)(1), the Patents and Patent applications listed in Schedule 5(j)(i)(2) and the Copyrights and applications for Copyright registration listed in Schedule 5(j)(i)(3);

(2) the product names listed on Schedule 1(a)(ii)(2); and

(3) any and all inventions, formulae, processes, schematic drawings, secret processes, product plans, logos, trade names, unregistered trademarks, unregistered patents, unregistered copyrights, trade secrets, know-how, technical information, software (including all source code and object code and without limitation software developed by Seller Group and software acquired or leased from any other person or entity in which Seller Group has any right, title or interest), databases, supplier lists, customer lists, domain names, internet addresses, and any and all other intellectual property, in each case that relate exclusively to the Business;

(iii) any and all claims and rights (and benefits arising therefrom) of Seller Group with or against all persons, including all express or implied warranties from any supplier of Seller Group, with respect to the Assets, in each case to the extent such transfer is permitted by law and only to the extent any such claim or right is exclusively related to an Asset or Assumed Liability;

(iv) any and all Transferred Receivables relating to the Business set forth on the Closing Receivables Schedule;

(v) any and all Inventory relating to the Business set forth on the Closing Inventory Schedule;

(vi) any and all contracts, agreements and purchase and sales orders that relate exclusively to the Business, to the extent they are transferable and are designated on Schedule 5(l) (under a subheading to such effect or otherwise) as Contracts to be assigned and assumed, and any other contracts, agreements and purchase and sales orders that relate exclusively to the Business that are entered into after the date hereof that Purchaser agrees in writing to assume to the extent transferable (collectively, the Assumed Contracts);

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