and resolved by the International Chamber of Commerce ("ICC") in accordance with the ICC Arbitration Rules. The venue for such arbitration will be Santa Clara County, California, USA. -8- Distributor Agreement This Agreement supersedes all proposals, oral or written, all negotiations, or discussions between or among the parties relating to this Agreement, and all past course of dealing or industry custom. This Agreement takes precedence over the terms of any Tripath or Distributor order or sales documentation, including the Tripath Sales Order Acknowledgment. TRIPATH CORPORATION DISTRIBUTOR By: /s/ EVERETT ROACH By: /s/ CHARLES LIM Name: Everett Roach Name: Charles Lim Title: Vice President, World Wide Sales Title: President Date: 7/1/98 Date: 7/7/98 -9-