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                                    IMP, INC.



                            STOCK PURCHASE AGREEMENT



                               SEPTEMBER 28, 2001





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                            STOCK PURCHASE AGREEMENT



        Stock Purchase Agreement, dated as of September 28, 2001 (the

"Agreement"), by and among IMP, Inc., a Delaware corporation (the "Company"),

Subba Mok LLC, a Delaware limited liability company whose members include Subba

Rao Pinamaneni, K.Y. Mok, Dilip Kumor V. Lakhi, John Chu, Sugriva Reddy, Tarsaim

Batra, Moiz Khambaty and Sam Lee ("Subba Mok LLC"), and the other purchasers

listed on the signature page hereto (collectively, together with Subba Mok LLC,

the "Purchasers").



                                    RECITALS



        A.      The Company and Subba Mok LLC, or persons affiliated with Subba

                Mok LLC, are parties to a Memorandum of Understanding Relating

                to Common Stock Issuance and Related Transactions dated as of

                May 10, 2001 (the "Investment MOU").



        B.      The Company, Teamasia Semiconductors (India) Limited and

                Teamasia Mauritius are parties to a Memorandum of Understanding

                Relating to Amendment of Convertible Debentures and Support of

                Investment Transactions dated as of May 10, 2001 (the "Amendment

                MOU").



        C.      In connection with the transactions contemplated by the

                Investment MOU and the Amendment MOU, the Company proposes to

                issue and sell to the Purchasers, and the Purchasers propose to

                purchase from the Company, shares of 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.



        D.      Upon the close of business in Delaware on September 26, 2001,

                the Company effected a 1-for-5 reverse stock split of the Common

                Stock (the "Reverse Split").



        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, the Purchasers agree to purchase at the Closing (as defined

below), and the Company agrees to sell and issue to the Purchasers at the

Closing, an aggregate of 5,482,284 shares (giving effect to the Reverse Split)

(the "Shares") of Common Stock for an aggregate purchase price equal to

$6,000,000.



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

place at the offices



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of the Company at 9:00 a.m., San Jose time, on the date hereof, or at such other

time and place as the Company and the Purchasers 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 below such

Purchaser's name on the signature page hereto against delivery to the Company by

the Purchasers by wire transfer, certified check for immediately available funds

payable to the Company's order or other manner approved by the Company

(including, without limitation, through the delivery to the Company of one or

more letters of credit) an aggregate amount equal to $6,000,000 less any

Prepayment Amount (as defined), provided that any such letters of credit shall

(a) be irrevocable, (b) be issued by a reputable bank for the benefit of the

Company and/or one or more of the Company's suppliers, (c) be created by, and

for the sole risk of, the Purchasers and/or their affiliates with no recourse to

the Company, (d) not contain any conditions to the drawing of funds thereunder,

(e) be reasonably satisfactory in form and substance to the Company, (f) be

fully drawn down by the Closing Date or have a reasonable likelihood of being

fully drawn down prior to the expiration date of the letters of credit and

further provided that title to the goods that are the subject of the letters of

credit is irrevocably transferred to the Company promptly after draw down of the

letters of credit. Prior to the Closing, the Purchasers shall provide the

Company with an accounting (including reasonable backup documentation) of the

Prepayment Amount to be applied toward the purchase price. The Purchasers shall

provide all financial and other information reasonably requested by the Company

in connection with the Company's review of such accounting, which shall be

subject to review by the Company's outside legal counsel and Board of Directors.



        SECTION 1.2. Management Advances; Prepayment Amount.



        (a) Subba Mok LLC confirms that, prior to 8:00 a.m. on May 7, 2001,

affiliates of Subba Mok LLC provided short-term bridge financing to the Company

in an aggregate amount of approximately $1.4 million (collectively, the

"Management Advances"). The Management Advances shall not be applied towards the

$6.0 million purchase price to be paid by the Purchasers and/or any of their

affiliates and shall remain unsecured obligations of the Company subject to set

off against other amounts due to the Company by the Purchasers and/or any of

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