Memorandum of Understanding - HPL Inc. and Canon Sales Co. Inc.


                         [CANON SALES CO., INC. LETTERHEAD]


                           MEMORANDUM OF UNDERSTANDING

This memorandum of understanding is to clarify the mutual understanding 
between HPL, Inc. (hereinafter called "HPL") and Canon Sales Co., Inc. 
(hereinafter called "Canon Sales") with regards to their business 
relationship under the Business Agreement executed by the parties on the 15th 
of March, 2000 (hereinafter called the "Agreement"), and the Master Software 
License Agreement referenced therein.

Both parties agree that:

1.   Canon Sales is HPL's distributor for HPL Products in Japan. Canon Sales 
     purchases HPL Products from HPL, imports the HPL Products into Japan, 
     and sells the HPL Products in Japan as "media" or "systems" to its 
     customers (hereinafter called "Customers").

2.   No license is granted to Canon Sales under the Agreement except as 
     necessary to fulfill its obligations thereunder, including limited 
     utilization of the HPL Products for demonstration, evaluation and 
     performance of support activity purposes.

3.   Canon Sales does not have the right to license or sublicense the HPL 
     Products, and all references to or incidents of the terms "licenses" or 
     "licensing" in the Agreement are clerical errors to be stricken and 
     disregarded.

4.   The Master Software License Agreement is to be replaced by an End-User 
     Software Agreement that more accurately reflects the terms under which 
     Customers may purchase HPL Products.

5.   All sales to Customers by Canon Sales are subject to the End-User 
     Software Agreement. Payment terms for such sales could be determined 
     between Canon Sales and Customers. Customers make no payments to HPL for 
     HPL Products.

6.   With respect to Section 3.10 of the Agreement, only Demonstration 
     Products that are superseded by updated Products shall be exchanged by 
     Supplier for the upgraded Product at no additional charge upon return of 
     the outdated Product to Supplier. New Demonstration Products shall be 
     purchased subject to Section 4.3 of the Agreement.


HPL Inc.                               Canon Sales Co., Inc.



/s/ David Y. Lepejian                  /s/ Ken Horikawa
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David Y. Lepejian                      Ken Horikawa
President & CEO                        Division General Manager
                                       Semiconductor Equipment Sales HQ

Feb 20, 2000                           Jan. 17, 2001
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Date                                   Date