CONTRIBUTION AGREEMENT

(b)         It is the intent of the parties to this Agreement that the Contribution not result in the recognition of taxable income under Code Section 721.  Further, the parties acknowledge and agree that no party will take a position inconsistent with such treatment on any tax return filed by such party.

(c)          The parties hereto hereby acknowledge and agree that the aggregate fair market value of the Property as of the date hereof is Two Million Four Hundred Thousand Dollars and 00/100 ($2,400,000.00).

2.                                      Company Capital Contribution.  The parties hereto hereby acknowledge and agree that the transfer of the Property to the Company by STI as contemplated in Section 1 above is in complete satisfaction of, STI’s initial capital contribution obligation described in Section 3.1(c) of the Operating Agreement.

3.                                      Transfer Documents.  Concurrently with and from time to time after the execution of this Agreement, the parties hereto shall execute and deliver such documents as in the reasonable opinion of the Company, its legal counsel and STI,  as may be necessary from time to time to effectuate the consummation of the transactions contemplated by this Agreement.

4.                                      Costs and Expenses.  The Company shall pay all of the costs and expenses incurred in connection with the transfer of the Property contemplated herein.

5.                                      Transfer “As-Is”.  Except for the express covenants, representations and warranties of the parties contained in this Agreement, the Company is acquiring the Property “AS-IS” without any warranty of STI, express or implied, as to the nature or condition of or title to the Property or its fitness for the Company’s intended use of same.  Nothing set forth in this Agreement shall require or be deemed to require the Company to assume any obligation or liability of the transferors to any third party.  Notwithstanding the foregoing, STI shall not be obligated to transfer all or any portion of the Property if such transfer(s) would cause STI to breach any agreement(s) with any third party.

6.                                      Consent.  By execution of this Agreement, STI hereby acknowledges, agrees, approves and consents to the transactions contemplated herein.

7.                                      Company’s Covenants, Representations and Warranties.  In consideration of STI entering into this Agreement and as an inducement to such party to transfer and convey the Property to the Company, the Company makes the following representations and warranties, each of which is material and is being relied upon by STI (the continued truth and accuracy of which shall constitute a condition precedent to STI’s obligations hereunder):

(a)                                 Authority.  The Company has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by the Company is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein.  This Agreement is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(b)                                 Condition of Property.  The Company shall rely solely upon its own investigation concerning its intended use of the Property, the Property’s fitness therefor, and the availability of such intended use under applicable statutes, ordinances, and regulations.  The Company further acknowledges STI’s cooperation with the Company in connection with the Company’s due diligence review of the Property and any related documents shall not be construed as any warranty or

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representation, express or implied, of any kind with respect to the Property, or with respect to the accuracy, completeness, or relevancy of any such documents, except as expressly set forth herein.

(c)                                  Proceedings.  Except as otherwise previously disclosed to the Company in writing, STI has not received written notice of any actions, suits proceedings or governmental investigations pending or threatened against or affecting the Property or the transactions contemplated hereby;

(d)                                 Skyworks.  As of the date hereof, neither the Company nor any of Hammond, Fenzi nor Lingren is aware that Skyworks intends to terminate or effectively abandon the Skyworks Agreement or the project contemplated thereby.

(e)                                  Third Party Consents.  No consents or waivers of or by any third party are necessary to permit the consummation by the Company of the transactions contemplated pursuant to this Agreement.

8.                                      Reservation of Irrevocable License for Use of Intellectual Property and Software.  Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that STI hereby reserves a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, assignable, sublicensable license in and to the Intellectual Property and Software (the “STI License”) under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein to make, use, sell, offer for sale, import, copy, modify, create derivative works based upon, distribute, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such rights, for STI’s current business and products that are not competitive to the Company’s business as currently contemplated (but specifically excluding any new products for the wireless business).  For purposes of clarification, the parties acknowledge and agree that the forgoing STI License does not include any rights to use the Intellectual Property or Software for any RF acoustic wave filter technology applications; provided, such applications shall remain the exclusive domain of the Company for so long as the Company owns the Intellectual Property and Software.  The Company shall reasonably take all requested actions and execute all requested documents (including entry into any licenses or assignments) at the Company’s expense (but without further remuneration) to assist STI in validating, maintaining, protecting, enforcing, and perfecting the STI License.  If STI is unable for any reason to secure written consent from the Company on any document for this purpose, then the Company irrevocably designates and appoints STI and its duly authorized officers and agents as the Company’s agent and attorney-in-fact, to act for and in the Company’s behalf and stead to execute any reasonably necessary documents and to do all other lawfully permitted acts in connection with the foregoing.