SEMICONDUCTOR

                              DEVELOPMENT AGREEMENT





                                    between







                        MULTILINK TECHNOLOGY CORPORATION





                                      and





                  INTERNATIONAL BUSINESS MACHINES CORPORATION







IBM/MTC CONFIDENTIAL





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                      SEMICONDUCTOR DEVELOPMENT AGREEMENT





     This Semiconductor Development Agreement ("Agreement") is entered into as

of May 18, 2000 (the "Effective Date") by and between International Business

Machines Corporation, a corporation incorporated under the laws of the State of

New York, having an office for the transaction of business at 1580 Route 52,

Hopewell Junction, NY ("IBM"), and Multilink Technology Corporation, a

corporation incorporated under the laws of California and having an office for

the transaction of business at 2850 Ocean Park Boulevard, Suite 335, Santa

Monica, CA 90405 ("MTC"). ("IBM" and "MTC" are hereinafter jointly referred to

as the "Parties" or individually as a "Party").



     Preamble: This Agreement is shall provide MTC with early Access (as defined

below) to one or more of IBM's unqualified and unfinished SiGe and CMOS

fabrication processes solely for early development of prototypes and does not

cover manufacture and sale of completed products.



     NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, and for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties agree as follows:



1.   DEFINITIONS

     -----------



1.1  "Access" means the activities specified in Task 1 and Task 3B of Section

2.2 hereof.



1.2  "Affiliate" of a Party means a Person: (a) at least fifty percent (50%) of

whose outstanding shares or securities (representing the right to vote for the

election of directors or other managing authority) or (b) if the Person does not

have outstanding shares or securities, other ownership interest (representing

the right to make the decisions for such Person) are, now or hereafter, owned or

controlled, directly or indirectly, by such Party hereto, but such corporation,

company or other entity shall be deemed to be an Affiliate only so long as such

percentage of ownership or interest remains at least fifty percent (50%).



1.3  "Change of Control" means a change in ownership or control of a Person

effected through any of the following transactions:



     (i)  a merger, consolidation or reorganization approved by the Person's

     equity holder unless securities representing more than sixty percent (60%)

     of the total combined voting power of the voting securities of the

     successor entity are immediately thereafter beneficially owned, directly or

     indirectly and in substantially the same proportion, by the persons

     beneficially owned such Person's outstanding voting securities immediately

     prior to such transaction,



IBM/MTC CONFIDENTIAL



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     (ii)   any transfer or other disposition of all or substantially all of the

     Person's assets, or



     (iii)  the acquisition, directly or indirectly by any person or related

     group of persons (other than the Person that is the subject of a Change of

     Control or an Affiliate of such Person) or any Person currently owning,

     beneficially or of record, equity securities of such Person), of beneficial

     ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act

     of 1934, as amended) of securities possessing more than forty percent (40%)

     of the total combined voting power of the Person's outstanding securities.



1.4  "Confidential Information" means IBM Confidential Information, MTC

Confidential Information, or both if the context so indicates.



1.5  "Design Review" shall mean a meeting between IBM and MTC, either at an IBM

facility or a MTC facility, or via telecon, lasting for up to two (2) days, to

be attended by up to four (4) IBM Employees, who will review MTC's Prototype

designs with MTC Employees to help MTC conform its Prototype designs to the

applicable IBM Fabrication Process.



1.6  "Disclosing Party" means either Party hereunder that discloses its

Confidential Information to the other Party.



1.7  "Fabrication Process" for a particular RIT hereunder shall mean IBM's

unqualified (as of the Effective Date) [*] IC fabrication process, or IBM's

unqualified (as of the Effective Date) BiCMOS7HP SiGe IC fabrication process, or

the next follow-on to IBM's BiCMOS7HP SiGe IC fabrication process, or IBM's

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