EXHIBIT 10.42

October 4, 2000

Mr. Richard Freeman
5995 Dry Oak Drive
San Jose, CA  95120

Dear Rich:

On behalf of ChipPAC, Inc. ("ChipPAC"), I am pleased to provide you with this
revised offer for the position of Senior Vice President, Chief Operating
Officer. You will be reporting to Dennis McKenna, President and Chief Executive
Officer.

Should you accept this offer, your compensation will include:

An annual base salary of $325,000.00 (Three Hundred Twenty-Five Thousand
Dollars) to be paid on a semi-monthly basis.

Participation in the ChipPAC Short Term Incentive (STI) Plan. (Participation in
the Plan is on a full month's basis, if you start on or later than the 16th of
the month, you will begin participation on the first of the following month.)
Your annual STI target is 100% of your base salary. For 2000, you will be
guaranteed a prorated payout of 100% of your target from your hire date. In
addition, ChipPAC will guarantee a minimum of 50% of your target payout for your
2001 STI payment.

Subject to approval by the Board of Directors, you will be granted an option to
purchase 400,000 shares of ChipPAC stock in accordance with rules established
under the ChipPAC 2000 Equity Incentive Plan (the "Plan"), a copy of which is
attached. The options will vest over four years. The exercise price will be set
at the fair market value as determined by the Board of Directors in accordance
with the Plan. In the event there is a change of control (as defined in the
Plan), the options will vest in accordance with the Plan.

You will be eligible to participate in ChipPAC's Employee Stock Purchase Plan.
This plan will allow you to purchase shares of ChipPAC stock at a discount in
accordance with the terms and conditions of the stock purchase plan.

Eligibility to participate in the standard benefits offered to employees of
ChipPAC.

You will be eligible to accrue the maximum of four weeks (twenty days) of
vacation per year beginning with your date of hire.



In the event that ChipPAC terminates your employment without cause, you will be
eligible to receive severance in an amount equivalent to eight months of your
base salary and bonus for the fiscal year in which such termination occurs. The
bonus will be prorated for the days of the performance period you would have
otherwise been eligible, up to the date of termination, and provided the company
has achieved its targets such that a bonus is paid out to other eligible
participants for that performance period. These severance amounts shall be
reduced by the amount of any compensation you receive with respect to any other
employment during the eight-month period commencing on the date of your
termination. As a condition of ChipPAC's obligations (if any) to make such
severance payments, you will be required to sign a general release agreement at
the company's direction.

In the event that (a) there is a change of control (as defined in the Plan) of
ChipPAC, (b) you have performed services for ChipPAC and its successor, if any,
both before and after such change of control to assist in effecting the change
of control, and (c) your employment is terminated within [6] months of such
change of control, you will be eligible to receive severance in amount
equivalent to [8] months of your base salary and bonus for the fiscal year in
which such termination occurs. The bonus will be prorated for the days of the
performance period you would have otherwise been eligible, up to the date of
termination, and provided the company has achieved its targets such that a bonus
is paid out to other eligible participants for that performance period. As a
condition of ChipPAC's (or any successor's) obligations (if any) to make such
change of control severance payments, you will be required to sign a general
release agreement at the company's (or such successor's, if any) direction.

The Immigration Control and Reform Act of 1986 requires that all new employees
submit proof of employment eligibility. This proof should be submitted on your
first day of employment, along with the enclosed I-9 form. To satisfy the I-9
requirements, please refer to the back of the I-9 document. You can fulfill the
I-9 requirements by providing one document from list A or by providing one
document from both List B and List C. Bring these documents with you on your
first day of employment.

We hope that you and ChipPAC will find mutual satisfaction with your employment.
ChipPAC is excited about your joining the company and looks forward to a
beneficial and fruitful relationship. ChipPAC recognizes the traditional
Employment-At-Will doctrine between an employer and an employee which means that
either party has the right to terminate the employment relationship at any time
with or without cause or notice.

Similarly, we both agree that any dispute arising with respect to your
employment, the termination of that employment, including any alleged breach of
contract claims or breach of covenant of good faith and fair dealing related to
your employment at ChipPAC shall be settled by binding arbitration in accordance
with the rules of the American Arbitration Association.



Enclosed you will find ChipPAC's Standard Invention and Confidentiality
Agreement form for your review. ChipPAC expects that you will maintain
confidentiality of any proprietary information received from your previous
employers. It is ChipPAC's understanding that any such agreements will not
prevent you from performing the duties of this position. If you accept this
offer of employment, please sign the enclosed copy of this offer letter and send
it back as soon as possible. Please bring the ChipPAC Standard Inventions and
Confidentiality Agreement on your first day of employment.

This letter and the Agreement contain the entire agreement with respect to your
employment and supersedes any prior agreements regarding your employment status.
No ChipPAC representative, with the exception of ChipPAC's President or Human
Resources has any authority to modify or enter into an agreement or
modification, express or implied, contrary to the foregoing. Any such
modification or agreement must be in writing and signed by you and the President
or Human Resources, and must clearly and expressly specify an intent to change
the at will nature of your employment.

We look forward to counting you among those who will enjoy the growth and
success of ChipPAC and hope that you will join us during this exciting time.
Please indicate your acceptance of this offer of employment by signing a copy of
this letter in the space below and returning one copy of this letter to me no
later than October 6, 2000.

If you have any questions, please feel free to contact me at (408) 486-5904.

Sincerely,



Connie Fredrickson-Bray
Vice President, Human Resources



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