BILL OF SALE AND PURCHASE AGREEMENT



     TelCom Universal Inc, a Delaware corporation ("Seller"), for
the good and valuable consideration, including the cash purchase price of
Three Hundred Fifty Thousand Dollars ($350,000), the receipt of Thirty-Five 
Thousand ($35,000) of which is hereby acknowledged, does hereby sell, 
assign, bargain, convey and transfer to Microsemi Corp., Watertown, Ma., 
a Massachusetts Corporation ("Buyer"), the following assets (the "Assets") 
of Seller's HI-Nil Semiconductor business (the "Business") located at its 
1300 Terra Bella Avenue, Mountain View, California and 10 Sam Chuk Street, 
San Po Kong, Kowloon, Hong Kong (the "Facilities"):

     (a)  Inventory.  All inventory, including work in progress and finished 
products as listed on Schedule I hereto; provided, however, that if the 
actual die and finished goods shipped to Buyer are less than 95% of the 
inventory count provided on Schedule 1, Seller shall refund to Buyer $0.20 
per die and $1.50 per finished unit, on a total aggregate basis.  If the 
total count of transferred inventory is higher, there will be no additional 
charge to Buyer.

     (b)  Process Documentation.  All prints and masks, software and tooling 
used exclusively in the manufacture of all product lines of the Business and
located at the Facilities on the date hereof (the "Process Documentation").  
Schedule 2,attached hereto, lists all process specs to be transferred to the
Seller.  
Schedule 3, attached hereto, lists the product data sheets to be transferred.  
Schedule 4, attached hereto, lists the assembly subcontractor and part number.

     (c)  Customer Lists.  Such customer lists and mailing lists used 
exclusively by the Business on the date hereof, which lists have already 
been provided to Buyer.

     (d)  Books and Records.  Included in item (b).

     (e)  Equipment.  The Fairchild 4000 Tester located at Buyer's facility 
in Hong Kong will be transferred to Buyer as put of this agreement.  This 
tester and fixtures will be transported from Seller's facility by the Buyer 
and is offered "as is".

     (f)  Technical Assistance.  Seller to . provide Buyer some technical 
assistance in the form of engineering visits and support to learn wafer 
technology.  This support to be provided on a "best efforts" basis by Seller 
due to the fact that many of the personnel who worked on this product line 
are no longer employed by the Seller.

     (g)  Buyer may test product at Seller's Hong Kong Facility for a 
minimum of sixty (60) days from the signing of this Agreement.  All 
manufacturing costs incurred will be the responsibility of the Buyer.

     Seller does not convey, transfer, assign or bargain to Buyer and Buyer 
does not purchase, acquire or accept from Seller any asset other than the 
Assets.  Without limitation the following assets are specifically excluded 
from this transaction: (i) Seller's proprietary or confidential business or 
technical information, records and policies which relate generally to Seller 
or TelCom Semiconductor and TelCom Universal, Inc. and are not used primarily
in the Business, such as accounting procedures instructions, organization 
manuals and strategic plans; (11) any TelCom Semiconductor and TelCom 
Universal, Inc. or Seller marks, including any and all trademarks, trade 
names, service marks, slogans, logos and other like property related to or 
including the names TelCom Semiconductor and TelCom Universal, Inc., the 
marks TelCom Semiconductor and TelCom Universal, Inc., or any derivatives 
thereof, the TelCom logo or any derivatives thereof, and any and all 
trademarks, trade names, service marks, slogans logos, and the like used by 
any company affiliated with TelCom Semiconductor and TelCom Universal, Inc.; 
and (iii) equipment (whether for production, testing or otherwise) other than
the Equipment.

     Seller hereby represents and warrants to Buyer that the Assets
are conveyed hereby free and clear of all liens and encumbrances and that 
it has the corporate power and authority to enter into the transactions 
contemplated hereby. 

     Buyer hereby represents and warrants to Seller that it has the 
corporate power and authority to enter into the transactions contemplated 
hereby.

     Except as otherwise expressly provided in this Bill of Sale and Purchase 
Agreement, Seller makes no representations or warranties whatsoever to Buyer, 
express or implied, concerning the Assets or the Business, including, without 
limitation, any representation or warranty as to value, quality, quantity, 
condition, merchantability, suitability, design or use, salability, 
obsolescence, working order, validity or enforceability, and BUYER 
SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS 
FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED HEREIN.  THE ASSETS 
ARE SOLD "AS-IS, WHERE-IS." Buyer acknowledges that it has had an opportunity 
to inspect the Assets.

     Buyer shall be responsible for returns of and liability (including 
products liability) with respect to Inventory or products which are shipped 
on and after the date of closing by Buyer.  Buyer shall have no 
responsibility or liability with respect to products shipped prior to the 
date of closing or after the date of closing if such product is shipped by
Seller.  Buyer agrees to indemnify, defend and hold Seller harmless from and 
against all costs and expenses (including, without limitation, reasonable 
attorneys' fees), damages and losses resulting from the use or shipment of 
the Inventory of products by Buyer.. Buyer also agrees to pay any sales or 
use taxes with respect to the sale of the Assets.

     Seller agrees to indemnify, defend and hold Buyer harmless from and 
against all costs and expenses (including, without limitation, reasonable 
attorneys' fees), damages and losses resulting from the use or shipment of 
products which were shipped prior to the date of closing or later by the 
Seller.

     Buyer agrees that it shall not ship Inventory which bears a TelCom name 
or stamp unless such shipment is accompanied by a letter which contains the
following language: "These products are being sold by Microsemi Corp. Neither 
TelCom Semiconductor and TelCom Universal, Inc. nor any of its affiliates 
warrant or are responsible for these products."

     This Bill of Sale and Purchase Agreement shall be governed by the 
internal laws of the State of California, without reference to choice of laws 
provisions of California or any other jurisdiction.  If any litigation is 
commenced between the parties hereto concerning any provision hereof or the 
rights and duties of any person or entity hereunder, solely as between the 
parties hereto or their successors the party or parties prevailing in such
proceeding will be entitled to the reasonable attorneys' fees and expense of 
counsel and court costs incurred by reason of such litigation.  This Bill of 
Sale and Purchase Agreement may be executed in counterparts, each of which 
shall be deemed an original, but all of which together shall constitute one 
and the same instrument.  This Bill of Sale and Purchase Agreement shall be
binding on and inure to the benefit of the respective successors and assigns 
of the parties hereto. 

     IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale and
Purchase Agreement to be duly executed on this 2nd day of January, 1995.



                              TelCom Semiconductor and TelCom Universal, Inc.

                              By:  /s/ Phillip Drayer             
  
                              Its: President

                              Microsemi Corporation

                              By:  /s/ Philip Frey, Jr.           
   

                              Its: President