IMP, INC.



                            STOCK PURCHASE AGREEMENT



                                  JUNE 12, 2002











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                            STOCK PURCHASE AGREEMENT





        This Stock Purchase Agreement, dated as of June 12, 2002 (the

"Agreement"), is entered into by and among IMP, Inc., a Delaware corporation

(the "Company"), and the purchasers listed on Exhibit A hereto (collectively,

the "Purchasers").



                                    RECITALS



        A.     Each of the Purchasers is a vendor that has provided goods and/or

               services to the Company. The value of such goods and/or services

               provided by each Purchaser is set forth on Exhibit A, which shall

               be the consideration for the issuance of the Shares (as defined

               below).



        B.     The Company proposes to issue and sell to the Purchasers, and the

               Purchasers propose to purchase from the Company, shares (the

               "Shares") of the Company's common stock, par value $0.01 per

               share (the "Common Stock"), in accordance with the terms and

               subject to the conditions set forth in this Agreement.



        C.     The Company has agreed to use its commercially reasonable efforts

               to register the resale of the Shares by the Purchasers on a

               registration statement on Form S-1 to be filed with the

               Securities and Exchange Commission.



        NOW, THEREFORE, in consideration of the promises and the covenants and

agreements of the parties herein contained, and intending to be legally bound,

the parties hereby agree as follows:



                                    AGREEMENT



                                    ARTICLE 1

                           PURCHASE AND SALE OF STOCK



        SECTION 1.1. Closing.



        (a) In accordance with the terms and subject to the conditions set forth

in this Agreement, each Purchaser agrees, severally and not jointly, to purchase

at the Closing (as defined below), and the Company agrees to sell and issue to

such Purchaser at the Closing, the number of shares of Common Stock set forth

next to such Purchaser's name on Exhibit A for a per share purchase price equal

to ninety percent (90%) of the average of the closing prices for the Common

Stock on the Nasdaq SmallCap Market for the 10 trading days ending on the second

trading day immediately prior to the Closing Date (as defined below).



        (b) The purchase and sale of the Shares ( the "Closing") shall take

place at the offices of the Company at 9:00 a.m., San Jose time, on the second

business day after the satisfaction or waiver of all of the conditions to the

parties' respective obligations, or at such other time and place as the Company

and the Purchasers purchasing a majority of the Shares mutually agree upon in

writing (the "Closing Date"). At the Closing, the Company shall deliver to each

Purchaser a certificate representing the number of Shares set forth next to such

Purchaser's name





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on Exhibit A against cancellation of the amount owed by the Company to such

Purchaser for goods and/or services provided to the Company as set forth on

Exhibit A.



                                    ARTICLE 2

                    REPRESENTATIONS AND WARRANTIES OF COMPANY



        The Company represents and warrants that:



        SECTION 2.1. Organization. Good Standing and Foreign Qualification. The

Company is a corporation duly organized, validly existing and in good standing

under the laws of the State of Delaware and has full corporate power and

authority to own, lease and operate its property and assets and to conduct its

business as presently conducted. The Company is qualified to do business as a

foreign corporation in the state of California.



        SECTION 2.2. Capitalization. As of the date of this Agreement, the

authorized capital stock of the Company consists of 20,000,000 shares of Common

Stock, of which 7,273,272 shares are issued and outstanding, and 1,000,000

shares of preferred stock, none of which are issued and outstanding. As of the

date of this Agreement, (a) the Company has reserved 1,771,728 shares of Common

Stock for issuance pursuant to the exercise of options under the Company's stock

option plans, (b) there are outstanding warrants to purchase an aggregate of

319,800 shares of Common Stock and (c) there are outstanding convertible

debentures convertible into an aggregate of 1,014,493 shares of Common Stock.

There are no other warrant options, convertible securities or rights to

subscribe for or purchase any capital stock or other securities from the

Company.



        SECTION 2.3. Validity of Stock. The Shares to be sold pursuant to this

Agreement, when issued, sold, and delivered in accordance with the terms of this

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