Prepared by:

JAMES A. DiBOISE, State Bar No. 083296

DAVID J. BERGER, State Bar No. 147645

JOHN van LOBEN SELS, State Bar No. 201354

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

Telephone: (650) 493-9300

Facsimile: (650) 565-5100

Attorneys for Plaintiffs and Cross-Defendants

SUPERIOR COURT OF CALIFORNIA

COUNTY OF SANTA CLARA

NAN YA TECHNOLOGY CORPORA-TION, et al.,

Plaintiffs,

GENESIS SEMICONDUCTORS, INC., et al.

Defendants.

________________________________

AND RELATED ACTION AND CROSS-ACTION, Case No. CV 782069

)))))))))))))))

CASE NO. CV 778974

[Consolidated with Related Case No. CV 782069]

[PROPOSED] PROTECTIVE ORDER REGARDING CONFIDENTIAL INFORMATION

All parties in the consolidated actions, Case Nos. CV 778974 and 782069, by and through their respective undersigned counsel, hereby stipulate and agree to the request for, and entry of, the following Protective Order:

1. This Protective Order shall govern, and shall be applied on a narrowly-tailored basis to protect, only documents, materials, items or information that materially consist of information that is lawfully entitled to confidential treatment under existing California law (hereinafter "Confidential Information"), such as trade secrets defined by California Civil Code § 3426.1(d), financial information implicated by Valley Bank of Nevada v. Superior Court (1975) 15 Cal.3d 652, personal information implicated by Hill v. National Collegiate Athletic Assn. (1994) 7 Cal.4th 1 or otherwise protected by article I, section 1 of the California Constitution, or information submitted to a govern-mental office but subject to a public policy of confidentiality as demonstrated in McCabe v. Snyder (1999), 75 Cal.App.4th 337 [personal information in DMV records is confidential] and Webb v. Standard Oil Co. (1957) 49 Cal.2d 509 [tax returns not discoverable but employing balancing test].

2. Confidential Information produced by any party or nonparty as part of discovery in this litigation may be designated by such party or nonparty as: (1) "Confidential"; or (2) "Highly Confidential - Attorneys' Eyes Only" only under the terms of this Protective Order. Blanket-designation of documents or information as "Confidential Information", en masse and/or without regard to the specific contents of each document or piece of information, is prohibited. As a general guideline, "Confidential Information" shall be those things that may be disclosed to the parties for the purposes of the litigation, but which must be protected against disclosure to third parties. Absent a specific order by the Court, once designated as "Confidential," such information shall be used by the parties solely in connection with this litigation, and not for any business, competitive, or governmental purpose or function, and such information shall not be disclosed to anyone except as provided herein.

3. As a further general guideline, information or materials designated as "Highly Confidential - Attorneys' Eyes Only" shall be those trade secrets defined by California Civil Code § 3426.1(d) and which are of a proprietary business or technical nature that might reasonably be of value to a competitor or potential customer of the party or nonparty holding the proprietary rights thereto, or might reasonably pose a commercial disadvantage to the producing party, and that must be protected from disclosure. Absent a specific order by the Court, once designated as "Highly Confidential - Attorneys' Eyes Only," such designated information shall be used by the parties solely in connection with this litigation, and not for any business, competitive, or governmental purpose or function, and such information shall not be disclosed to anyone except as provided herein.

4. To the extent that a party or nonparty believes it necessary to submit with the pleadings or as evidence Confidential Information comprised of materials including documents, interrogatory responses, responses to requests for admission, deposition transcripts, or other information, this information shall be submitted with and identified by a Declaration provided by an attorney licensed to practice law in California and representing such party or nonparty verifying under penalty of perjury that he or she believes in good faith that the submitted materials constitute Confidential Information pursuant to this Protective Order. The cover-page of this Declaration shall include the language: “THIS DECLARATION AND THE EXHIBITS ATTACHED HERETO CONTAIN CONFIDENTIAL INFORMATION THAT HAVE BEEN LODGED WITH THE COURT BUT WHICH ARE NOT TO BE FILED WITH THE CLERK OF THE COURT PURSUANT TO THE COURT’S ORDER.” Submitted Confidential Information and the accompanying Declaration shall be lodged with the Court but not filed with the Clerk of the Court. Lodged Confidential Information and the accompanying Declaration shall be deemed part of the official record of this action for all purposes including appellate review. Lodged Confidential Information shall not be available for public inspection.

5. Parties submitting purportedly Confidential Information to the Court shall endeavor in good faith to restrict their filings or other submissions to Confidential Information that is reasonably necessary for the Court to consider in connection with the issue or matter for which the Confidential Information is submitted. The Court reserves the prerogative to declassify (and transform into a public record) any submission containing information which the Court determines is not Confidential Information, provided the Court shall not declassify any information without prior written notice to all parties and the opportunity of each party to be heard by the Court (in camera if any party so requests). In the event the Court so notifies the parties of the Court's intent to declassify information as not Confidential, the party or nonparty designating the subject information shall have the option to withdraw from consideration by the Court the purportedly Confidential Information at issue and, within two court days, resubmit modified materials to the Court, prior to the Court acting to declassify any purportedly Confidential Information. The Court shall stay any order to declassify purportedly Confidential Information upon notice by any party that said party is pursuing an interlocutory appeal of such an order, and the stay shall remain in effect (and the purportedly Confidential Information shall remain sealed by the Court) until the appeal has been finally determined.

6. The designation of information or material as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" for purposes of this Protective Order shall be made in the following manner by the party or nonparty seeking protection:

(a) in the case of documents, exhibits, briefs, memoranda, interrogatory responses, responses to requests for admission, or other materials (apart from depositions or other pretrial or trial testimony): by affixing the legend "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL - ATTORNEYS' EYES ONLY," as appropriate, to any document containing any confidential information or material at the time such documents are produced or such information is disclosed, or as soon thereafter as the party or nonparty seeking protection becomes aware of the confidential nature of the information or material disclosed and sought to be protected hereunder; and

(b) in the case of depositions or other pretrial or trial testimony: (I) by a statement on the record, by counsel, during such deposition or other pretrial or trial proceeding that the entire transcript or a portion thereof shall be designated as "Confidential" or "Highly

Confidential - Attorneys' Eyes Only," as appropriate, hereunder; or (ii) by written notice of such designation sent by counsel to counsel for all other parties within fifteen (15) days after the mailing (via overnight mail) to counsel of the transcript of the deposition. During a deposition, the deponent or his counsel, or any other counsel of record present at the deposition, may invoke the provisions of this Protective Order in a timely manner, giving adequate warning to counsel for the party or nonparty that testimony about to be given is deemed "Confidential" or "Highly Confidential Attorneys' Eyes Only." The parties shall treat all deposition and other pretrial and trial testimony as "Highly Confidential - Attorneys' Eyes Only" hereunder until the expiration of fifteen (15) days after the mailing (via overnight mail) to counsel of the transcript of the deposition. Unless so designated, any confidentiality is waived after the expiration of the 15-day period unless designated in writing as set forth above or otherwise stipulated or ordered. The parties may modify this procedure for any particular deposition or proceeding through agreement on the record at such deposition or proceeding or otherwise by written stipulation, without further order of the Court. If any document or information designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" is used during the course of a deposition, that portion of the deposition record reflecting such confidential information shall be sealed and stamped with the designated degree of confidentiality, and access thereto shall be limited pursuant to the other terms of this Protective Order.

7. Information or material designated as "Confidential," or copies or extracts therefrom and compilations and summaries thereof, may be disclosed, summarized, described, characterized, or otherwise communicated or made available in whole or in part only to the following persons:

(a) parties' outside counsel of record in this action and regular and temporary employees of such counsel to whom it is necessary that the information or material be shown for the purposes of this litigation;

(b) parties and employees of the parties whose assistance is needed by counsel for the purposes of this litigation, subject to and in compliance with Paragraph 10 herein;

(d) the Court, pursuant to Paragraph 12 herein;

(e) court reporters employed in connection with this action;

(f) graphics or design services retained by counsel for a party for purposes of preparing demonstrative or other exhibits for deposition, trial or other court proceedings in this action, subject to and conditioned upon compliance with Paragraph 10 herein;

(g) non-technical jury or trial consulting services retained by counsel for a party, subject to and conditioned upon compliance with Paragraph 10 herein; and

(h) any other person only upon order of the Court or upon prior written consent of

the party producing the confidential information or material, subject to and conditioned upon compliance with Paragraph 10 herein.

8. Information or material designated as "Highly Confidential - Attorneys' Eyes Only," or copies or extracts therefrom and compilations and summaries thereof, may be disclosed, summarized, described, characterized, or otherwise communicated or made available in whole or in part only to the following persons:

(b) consultants as defined in Paragraph 8 herein and pursuant to the provisions of Paragraph 9 herein and subject to and conditioned upon compliance with Paragraph 10 herein;

(d) court reporters employed in connection with this action;

(e) graphics or design services retained by counsel for a party for purposes of preparing demonstrative or other exhibits for deposition, trial or other court proceedings in this action, subject to and conditioned upon compliance with Paragraph 10 herein;

(f) non-technical jury or trial consulting services retained by counsel for a party, subject to and conditioned upon compliance with Paragraph 10 herein; and

(g) any other person only upon order of the Court or upon written consent of the party producing the confidential information or material subject to and conditioned upon compliance with Paragraph 10 herein.

9. For purposes of Paragraphs 6(c) and 7(c) herein, a consultant shall be defined as a person who is neither an employee of a party nor anticipated to become an employee in the near future, and who is retained or employed as a bona fide consultant or expert for purposes of this litigation, whether full or part time, by or at the direction of counsel for a party.

10. The procedure for having a consultant approved for access to information or materials designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" shall be as follows:

(a) The party seeking to have a consultant, as defined in Paragraph 8 herein, approved shall provide counsel for all other parties with a current resume or curriculum vitae of such person, which shall include a description of past and present employers and persons or entities with whom the consultant has been engaged in any consulting relationships in the last ten years, and a copy of a completed and signed undertaking in the form attached hereto as Exhibit A.

(b) Within ten (10) days after mailing (via overnight delivery) of the information and signed undertaking described in subparagraph (a) by the party seeking approval, the other party may object to the person proposed for approval if facts available to that party give it reason to believe that there is a reasonable likelihood that the designated person may use information designated "Confidential" or "Highly Confidential - Attorneys' Eyes Only" for purposes other than the preparation or trial of this case. Failure to object within ten (10) days to a person proposed shall be deemed approval, but shall not preclude a party from objecting to continued access of "Confidential" or "Highly Confidential -Attorneys' Eyes Only" information by that person where facts suggesting a basis for objection are subsequently learned by the party or its counsel. Neither party seeking to have a consultant (or any other party) shall disclose any information designated as 'Confidential' or 'Highly Confidential' to the proposed consultant until (I) after any and all objections to the proposed disclosure have been resolved by the parties in writing or by Court order, or (ii) if no objections have been made during the ten day period to object, until eleven days after the mailing (via overnight delivery) of the Confidential Information and signed undertaking described in subparagraph (a) by the party seeking approval.

(c) If the other party so objects, the parties shall, within fifteen (15) days from the date of the mailing of notice of objection, confer and attempt to resolve the dispute. At that conference the objecting party shall inform the party requesting approval of its reasons for objecting to the designated person. If the parties cannot resolve the dispute, or if the conference does not take place, then, within fifteen (15) days from the date of the conference or within thirty (30) days from the date of the mailing of notice of objection, the objecting party may move the Court for an order that access to information designated "Confidential" or "Highly Confidential Attorneys' Eyes Only" be denied to the designated person. These time periods are not to restrict either party from moving for a court order earlier if the circumstances so require. Failure to file a motion within these periods shall constitute waiver of the specific objection, but shall not preclude a party from objecting to continued access of "Confidential" or "Highly Confidential Attorneys' Eyes Only" information where new facts suggesting a basis for objection are subsequently learned by the party or its counsel.

11. All persons listed in Paragraphs 6(b), 6(c), 6(e), 6(f), 6(g) and 6(h) above may be given access to information or material designated as "Confidential," provided that they first confirm their understanding and agreement to abide by the terms of this Protective Order by completing and signing a copy of an undertaking in the form attached hereto as Exhibit A. Similarly, all persons listed in Paragraphs 7(b), 7(d), 7(e) and 7(f) above may be given access to information or material designated as "Highly Confidential - Attorneys' Eyes Only" provided that they first confirm their understanding and agreement to abide by the terms of this Protective Order by completing and signing a copy of an undertaking in the form attached hereto as Exhibit A.

12. Any person may be examined as a witness at trial or during a deposition concerning any information or material designated as "Confidential" or "Highly Confidential Attorneys' Eyes Only" which that person had lawfully received or authored prior to and apart from this action. During examination, any such witness may be shown information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" by a party which appears on its face or from other documents or testimony to have been received or authored by that witness from, or communicated to that witness by, that same party or otherwise appears on its face to contain information about which it appears reasonably likely that the witness has discoverable information, provided that the examining party makes a reasonable effort to obtain the witness' compliance with paragraph 10.

13. A party may challenge the other party's designation of information or materials produced herein as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" by serving a written objection upon the producing party. The producing party shall notify the challenging party in writing of the bases for the asserted designation within ten (10) days after receiving any written objection. The parties shall confer in good faith as to the validity of the designation within five (5) days after the challenging party has received the notice of the bases for the asserted designation. To the extent the parties are unable to reach an agreement as to the designation, the objecting party may make an appropriate application to this Court within fifteen (15) days after conferring with the producing party, or if no conferring takes place during the five day meet and confer period (such as a failure by the producing party to respond to the challenging party's request to meet and confer) then, in such case, within fifteen (15) days of the expiration of the five day meet and confer period the application may be made, with confidential portions thereof to be kept under seal, requesting that specifically identified documents, information, and/or deposition testimony be excluded from the provisions of this Protective Order or downgraded in terms of the degree of protection provided. In any such proceeding, the producing party shall bear the burden of demonstrating that the disputed confidential designation(s) is/are legally warranted. Failure to make an application within this period shall constitute a waiver of the objection. Until a dispute over the asserted designation is finally resolved by the parties or the Court, all parties and persons shall treat the information or materials in question as designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only." If the objecting party is successful in proceeding by application to the Court in challenging the confidentiality designation by the producing party, the objecting party shall be awarded its reasonable attorneys fees incurred in connection with the application.

14. All "Confidential" or "Highly Confidential - Attorneys' Eyes Only" information and material covered by this Protective Order shall be kept in secure facilities, and access to those facilities shall be permitted only to those designated persons set forth in Paragraphs 6 and above as persons properly having access thereto.

15. All counsel for the parties who have access to information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" under this Protective Order

acknowledge they are bound by this Order and submit to the jurisdiction of this Court for

Purposes of enforcing this Order.

16. Entering into, agreeing to, and/or producing or receiving information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only," or otherwise complying with the terms of this Protective Order shall not:

(a) operate as an admission by any party that any particular information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" contains or reflects trade secrets, proprietary or commercially sensitive information, or any other type of confidential information;

(b) operate as an admission by any party that the restrictions and procedures set forth herein constitute or do not constitute adequate protection for any particular information deemed by any party to be "Confidential" or "Highly Confidential - Attorneys' Eyes Only";

(c) prejudice in any way the rights of the parties to object to the production of documents they consider not subject to discovery;

(d) prejudice in any way the rights of any party to object to the authenticity or admissibility into evidence of any document, testimony or other evidence subject to this Protective Order;

(e) prejudice in any way the rights of a party to seek a determination by the

Court whether any information or material should be subject to the terms of this Protective

Order;

(f) prejudice in any way the rights of a party to petition the Court for a further protective order relating to any purportedly confidential information;

(g) prejudice in any way the rights of a party to make a separate application to the Court that information or materials of proprietary or competitive value, but which is not specifically included in the categories of "Highly Confidential - Attorneys' Eyes Only" information or materials itemized in Paragraph 4 above, should be properly designated "Highly Confidential - Attorneys' Eyes Only";

(h) prevent the parties to this Protective Order from agreeing in writing or on the record during a deposition or hearing in this action to alter or waive the provisions or protections provided for herein with respect to any particular information or material;

(I) limit a party's ability to grant nonparties access to its own documents and/or information.

17. This Protective Order has no effect upon, and shall not apply to, a party's use or disclosure of its own confidential information for any purpose. Nothing contained herein shall impose any restrictions on the use or disclosure by a party of documents, information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" obtained lawfully by such party independently of any proceedings in this action, or which:

(a) was already known to such party by lawful means prior to acquisition from, or disclosure by, the other party in this action;

(b) is or becomes publicly known through no fault or act of such party; or

(c) is rightfully received by such party from a third party which has authority to provide such information or material and without restriction as to disclosure.

18. In the event that information in the possession or control of a party involves the

confidentiality rights of a non-party or its disclosure would violate a Protective Order issued in

another action, the party with possession or control of the information will attempt to obtain the

consent of the non-party to disclose the information under this Order. If the consent of the non-party cannot be obtained, the party will notify the party seeking discovery of: (a) the existence of the information without producing such information and; (b) the identity of the non-party (provided, however, that such disclosure of the identity of the non-party does not violate any confidentiality obligations). The party seeking discovery may then make further application to the non-party or seek other means to obtain such information.

19. If a party inadvertently produces "Confidential" or "Highly Confidential Attorneys' Eyes Only" information without marking it as such, it may be disclosed to others until the receiving party becomes aware of the error, unless it appears from the face of the document that it contains non-public, confidential, proprietary, commercially sensitive, or trade secret information of the producing party. As soon as the receiving party becomes aware of the inadvertent production, the information must be treated as if it had been timely designated under this Protective Order, and the receiving party must endeavor in good faith to obtain all copies of the document which it distributed or disclosed to persons not authorized to access such information by Paragraphs 6 or 7 above, as well as any copies made by such persons.

20. If a party inadvertently produces a document that it later discovers or in good faith asserts to be a privileged document, the production of that document shall not be deemed to constitute the waiver of any applicable privileges. In such circumstances, the producing party must immediately notify the receiving party of the inadvertent production, and request the return or confirmed destruction of the privileged materials. Within five (5) days of receiving such notification, the receiving party shall return or confirm destruction of all such materials, including any summaries thereof. Such return or confirmation of destruction shall not preclude the receiving party from seeking to compel production of the materials for reasons other than its inadvertent production and shall not constitute an admission by the receiving party that the materials were, in fact, privileged in any way.

21. The terms of this Protective Order shall apply to all manner and means of

discovery, including entry onto land or premises, and inspection of books, records, documents,

and tangible things.

22. It is the present intention of the parties that the provisions of this Protective Order shall govern discovery and other pretrial and trial proceedings in this action. Nonetheless, each of the parties hereto shall be entitled to seek modification of this Protective Order by application to the Court on notice to the other party hereto for good cause.

23. The parties agree to be bound by the terms of this Protective Order pending its entry by the Court, or pending the entry of an alternative thereto which is satisfactory to all parties, and any violation of its terms shall be subject to the same sanctions and penalties as if the Protective Order had been entered by the Court.

24. The provisions of this Protective Order shall, absent written permission of the producing party or further order of the Court, continue to be binding throughout and after the conclusion of this action, including without limitation any appeals therefrom. Within sixty (60) days after receiving notice of the entry of an order, judgment or decree finally disposing of this action, including any appeals therefrom, all persons having received information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" hereunder shall return such material and all copies thereof (including summaries and excerpts) to counsel for the producing party, or shall certify destruction thereof. Counsel described in paragraphs 6(a) and 7(a) above shall be entitled to retain court papers, deposition and trial transcripts and attorney work product (including court papers, transcripts, and attorney work product that contain information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only") provided that such counsel, and employees of such counsel, shall not disclose any such information and material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" contained in such court papers, transcripts, or attorney work product to any person or entity except pursuant to court order or a written agreement with the producing party of the information or material. All materials returned to the parties or their counsel by the Court likewise shall be disposed of in accordance with this paragraph.

25. In the event that any information or material designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" hereunder is used in any court proceeding in this action or any appeal therefrom, such information or material shall not lose its status as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" through such use. Counsel for the parties shall confer on such procedures as are necessary to protect the confidentiality of any documents, information and transcripts used in the course of any court proceedings, and shall incorporate such procedures, as appropriate, in the pre-trial order.

26. If any party (a) is subpoenaed in another action, (b) is served with a demand in another action to which it is a party, or (c) is served with any other legal process by one not a party to this action, seeking information or material which was produced or designated as "Confidential" or "Highly Confidential - Attorneys' Eyes Only" by someone other than that party, the party shall give prompt actual written notice, by hand or facsimile transmission, within ten (10) days of receipt of such subpoena, demand or legal process, to those who produced or designated the information or material "Confidential" or "Highly Confidential -Attorneys' Eyes Only" and shall object to its production to the extent permitted by law. Should the person seeking access to the information or material take action against the party of anyone else covered by this Protective Order to enforce such a subpoena, demand or other legal process, the party shall respond by setting forth the existence of this Protective Order. Nothing herein shall be construed as requiring the party or anyone else covered by this Protective Order to challenge or appeal any order requiring production of information or material covered by this Protective Order, or to subject itself to any penalties for noncompliance with any legal process or order, or to seek any relief from this Court.

27. No party may pursuant to this order designate as confidential information or

materials: (1) which constitute public records; and (2) which was obtained from third parties who owned no duty of confidentiality to the receiving or producing parties.

Dated this ____ day of May, 2000

________________________________________

The Honorable Conrad L. Rushing

Judge of the Superior Court

Presented and agreed by:

Date: May___, 2000 WILSON SONSINI GOODRICH & ROSATI

By: _________________________________

James A. DiBoise

Attorneys for all Plaintiffs and Cross-defendants

Date: May___, 2000 GRELLAS & ASSOCIATES

By: _____________________________________

Isaac H. Winer

Attorneys for Defendants Kenneth A. Poteet

and Daniel F. McLaughlin in Case No. CV 778974

Date: May___, 2000 THE LEVIN LAW FIRM

By: _________________________________

David S. Levin

Attorneys for Defendants and Cross-

Complainants Kenneth A. Poteet and

Daniel F. McLaughlin in Case No. CV 782069

ACKNOWLEDGMENT OF _____________________________________

I, ______________________________________, declare:

1. My address is _________________________________________________________

_____________________________________________________________________________.

My present occupation is ________________________________________________________.

2. 1 have received a copy of the Protective Order Regarding Confidential Information in the consolidated actions entitled Nan Ya Technology Corp. v. Genesis Semiconductor, Inc. and Genesis Semiconductor, Inc. v. Kenneth A. Poteet, et al. (the "Litigation"), pending in the Superior Court of the State of California, County of Santa Clara, Case Nos. CV 778974 and CV 782069. I have carefully read and understand the provisions of the Protective Order.

3. I will comply with all of the provisions of the Protective Order. I will hold in confidence, will not disclose to anyone other than those persons specifically authorized by the Protective Order, and will not copy or use except for purposes of the Litigation, any information designated "Confidential" which I receive in the Litigation.

Executed this ______ day of _______________, ________ at _____________________

_____________________.

I declare under penalty of perjury that the foregoing is true and correct.

_____________________________